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EXHIBIT 10.58
Execution Copy
FALCON RESTRICTED COMPANIES
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2
This Agreement, dated as of September 3, 1997, is among the affiliates
of Falcon Holding Group, L.P., a Delaware limited partnership, set forth on the
signature pages hereto, BankBoston, N.A., as Managing Agent for itself and the
other Lenders, Toronto-Dominion (Texas) Inc., as Administrative Agent and
NationsBank of Texas, N.A., as Syndication Agent. The parties agree as follows:
1. Reference to Credit Agreement; Definitions. Reference is made to the Amended
and Restated Credit Agreement, dated as of July 12, 1996, among the parties
hereto (as amended, modified and in effect prior to giving effect to this
Consent, the "Credit Agreement"). Terms defined in the Credit Agreement as
amended hereby (the "Amended Credit Agreement") and not otherwise defined herein
are used herein with the meanings so defined.
2. Amendments to Credit Agreement. In reliance upon the representations and
warranties set forth in Section 3, the Credit Agreement is amended as follows,
effective upon the date hereof:
2.1. Amendment of Section 7.3.1. Section 7.3.1 of the Credit Agreement
is amended to read in its entirety as follows:
"7.3.1. Business Interruption Insurance. Each of the Restricted
Companies will maintain with financially sound and reputable insurers
insurance related to interruption of business, either for loss of
revenues or for extra expense, in the manner customary for businesses of
similar size engaged in similar activities and consistent with past
practice of the Restricted Companies; provided, however, that in no
event will this Section 7.3.1 require business interruption insurance
with respect to overhead and buried cable or amplifiers, tap-off
devices, cables, housedrops and other components of its cable television
distribution systems which are actually affixed to overhead or buried
cable."
2.2. Addition of Section 7.8.14. Section 7.8 of the Credit Agreement is
amended by adding a new Section 7.8.14 immediately following Section 7.8.13 to
read in its entirety as follows:
"7.8.14. Liens on the stock of Enstar to secure loans from banks
and other institutional lenders to Enstar Finance Company, a Delaware
limited liability company that is a Subsidiary of Enstar."
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3. Representation and Warranty. In order to induce the Lenders to enter into
this Agreement, each of the Restricted Companies jointly and severally
represents and warrants to the Lenders that immediately before and after giving
effect to the amendments set forth in Section 2, no Default will exist.
4. General. The Amended Credit Agreement and all of the other Credit Documents
are each confirmed as being in full force and effect. This Agreement, the
Amended Credit Agreement and the other Credit Documents referred to herein or
therein constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral, with respect to such
subject matter. The invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of any other term or provision hereof,
and any invalid or unenforceable provision shall be enforced to the maximum
extent of its validity or enforceability. The headings in this Agreement are for
convenience of reference only and shall not alter, limit or otherwise affect the
meaning hereof. Each of this Agreement and the Amended Credit Agreement is a
Credit Document and 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 and their respective successors and assigns,
including as such successors and assigns all holders of any Note. This Agreement
shall be governed by and construed in accordance with the laws (other than the
conflict of laws rules) of The Commonwealth of Massachusetts.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
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.
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
Restricted Companies
By /s/ Michael K. Menerey
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Title: Chief Financial Officer
Falcon Holding Group, L.P.
10900 Wilshire Boulevard, 15th Floor
Los Angeles, CA 90024
Telecopy: (310) 824-4824
FALCON FIRST, INC.
By /s/ Michael K. Menerey
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Title: Chief Financial Officer
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ATHENS CABLEVISION, INC.
AUSABLE CABLE TV, INC.
CEDAR BLUFF CABLEVISION, INC.
DALTON CABLEVISION, INC.
EASTERN MISSISSIPPI CABLEVISION, INC.
FALCON FIRST CABLE OF NEW YORK, INC.
FALCON FIRST CABLE OF THE SOUTHEAST,
INC.
FALCON FIRST HOLDINGS, INC.
FF CABLE HOLDINGS, INC.
LAUDERDALE CABLEVISION, INC.
MULTIVISION NORTHEAST, INC.
MULTIVISION OF COMMERCE, INC.
PLATTSBURG CABLEVISION, INC.
SCOTTSBORO CABLEVISION, INC.
SCOTTSBORO TV CABLE, INC.
By /s/ Michael K. Menerey
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As an authorized officer of each of
the foregoing corporations
BANKBOSTON, N.A., 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: Vice President
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NATIONSBANK OF TEXAS, N.A., as
Syndications Agent
By /s/ Thomas E. Carter
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Title: SVP
The foregoing Agreement is consented to
by the following Lenders:
ABN AMRO BANK
By:
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Title:
ABN-AMRO BANK N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: ABN Amro North America, Inc.,
as agent
By /s/ Matthew S. Thomson
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Title: Group Vice President/Director
By /s/ Paul K. Stimpfl
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Title: Vice President
BANK OF AMERICA N.T. & S.A.
By /s/ Shannon T. Ward
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Title: Vice President
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BANK OF MONTREAL
By /s/ W.T. Calder
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Title: Director
NATEXIS BANQUE BFCE, FORMALLY
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By /s/ Kevin Dooley
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Title: Vice President
By /s/ Ron Kraus
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Title: Associate
BANQUE NATIONALE DE PARIS
By /s/ Janice Ho
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Title: V.P.
By /s/ Mylene A Dao
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Title: AVP
BANQUE PARIBAS
By /s/ Darlynn Ernst/Stanley Berkman
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Title: Vice President/Managing Director
BARCLAYS BANK PLC
By /s/ James K. Downey
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Title: Associate Director
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THE CHASE MANHATTAN BANK
By /s/ Mitch Geruis
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Title: Vice President
CITY NATIONAL BANK
By /s/ David Burdge
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Title: Senior Vice President
CIBC, INC.
By /s/ D. Strek
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Title: Managing Director, CIBC Wood
Gundy Securities Corp.,
as Agent
CREDIT LYONNAIS, NEW YORK BRANCH
By /s Mark D. Thorsheim
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Title: Vice President
FLEET BANK, N.A.
By /s/ Garret Komjathy
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Title: Vice President
THE FUJI BANK, LIMITED LOS ANGELES
AGENCY
By /s/ Masahito Fukuda
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Title: Joint General Manager
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THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
LOS ANGELES AGENCY
By /s/ T. Morgan Edwards II
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Title: Deputy General Manager
MEESPIERSON CAPITAL CORP.
By /s/ Claudia J. Chifos /
John V. Del Col
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Title: Authorized / Authorized
Signatory / Signatory
OCTAGON CREDIT INVESTORS
By /s/ Richard W. Stewart
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Title: Managing Director
COOPERATIEVE CENTRALE RAIFFEISEN -
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By /S/ Dana W. Hemenway
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Title: Vice President
RIGGS BANK N.A.
By /s/ Jeffrey P. White
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Title: Vice President
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as investment advisor
By /s/ Payson F. Swaffield
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Title: Vice President
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SOCIETE GENERALE
By: /s/ Mark Vigil
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Title: Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Judith M. Bresnen
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Title: Vice President
By /s/ Frantz Osse
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Title: Vice President & Manager
SUMMIT BANK
By /s/ C.J. Annas
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Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA N.A.
By /s/ Janet P. Sammons
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Title: V.P.
UNION BANK OF CALIFORNIA, N.A.
By /s/ Bryan G. Petermann
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Title: Vice President
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VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
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Title: Senior Vice President & Director
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