Exhibit 10.59
FALCON RESTRICTED COMPANIES
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 3
This Agreement, dated as of February 6, 1998, 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 4, the Credit Agreement is amended as
follows, effective upon the date hereof:
2.1. Amendment of Section 1.39. The definition of "Consolidated Cash
Interest Expense" in Section 1.39 of the Credit Agreement is amended to read
in its entirety as follows:
"1.39. "Consolidated Cash Interest Expense" means, for any period, the
aggregate amount of interest, including payments in the nature of interest
under Capitalized Leases and Interest Rate Protection Agreements, accrued by
the Restricted Companies on Consolidated Total Debt (whether such interest is
reflected as an item of expense or capitalized) in accordance with GAAP on a
Consolidated basis; provided, however, that Consolidated Cash Interest
Expense shall include commitment fees and other Lender fees included in
interest expense in accordance with GAAP and Distributions to Holding, L.P.
described in Section 7.10.3(a) on account of interest on Indebtedness
incurred by Holding, L.P., but shall not include PIK Interest Payments."
2.2. Amendment of Section 7.5.2. Section 7.5.2 of the Credit
Agreement is amended to read in its entirety as follows:
"7.5.2. Consolidated Operating Cash Flow to Consolidated Cash Interest
Expense. On the last day of each quarter, Consolidated Operating Cash Flow
for the three-month period then ending shall exceed (a) through December
1998, 150% and (b) from and after March 1999, 200% of Consolidated Cash
Interest Expense for such period."
2.3. Amendment of Section 7.10.3. Section 7.10.3 of the Credit
Agreement is amended to read in its entirety as follows:
"7.10.3. So long as immediately before and after giving effect thereto
no Default exists, the Restricted Companies may make (a) Distributions to
Holding, L.P. on or about March 15 and September 15 in each year in an amount
on each such date not exceeding $15,525,000, which Distributions are used
exclusively for Holding, L.P. to pay mandatory scheduled payments then due of
principal of, and accrued interest on, Holding, L.P.'s Indebtedness for
borrowed money permitted to be incurred by Holding, L.P. under the Holding
Pledge and Subordination Agreement and (b) redemptions of equity interests in
any Holding Company owned by members of management (other than Marc B.
Nathanson) upon termination of employment in an aggregate amount not
exceeding $1,000,000 in any year."
3. Amendment of Holding Pledge and Subordination Agreement. In reliance
upon the representations and warranties set forth in Section 4, Section 5.6
of the Holding Pledge and Subordination Agreement is amended to read in its
entirety as follows, effective upon the date hereof:
"5.6. No Cash Payments on Senior Subordinated Debt. Prior to September
30, 2000, neither Pledgor shall make any cash payment of principal of or
interest on the Senior Subordinated Notes issued by Holding, L.P. except
directly from the proceeds of Distributions permitted by Section 7.10.3(a) of
the Credit Agreement."
4. 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.
5. 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
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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: 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
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
FALCON HOLDING GROUP, L.P.
By FALCON HOLDING GROUP, INC.,
general partner
By /s/ Michael K. Menerey
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Title: Michael K. Menerey
Chief Financial Officer
FALCON HOLDING GROUP, INC.
By /s/ Michael K. Menerey
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Title: Michael K. Menerey
Chief Financial Officer
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/ Sophia D. Sgarbi
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Title: Sophia D. Sgarbi
Vice President
NATIONSBANK OF TEXAS, N.A., as Syndications
Agent
By /s/ Rosario Echeverria
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Title: Vice President
The foregoing Agreement
is consented to by the following Lenders:
ABN AMRO BANK, N.V.
By: /s/ James Dunleavy
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Title: James Dunleavy
Senior Vice President
By: /s/ William S. Bennett
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Title: William S. Bennett
Vice President
ABN-AMRO BANK N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: ABN Amro North America, Inc., as agent
By
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Title:
By
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Title:
BANK OF AMERICA N.T. & S.A.
By /s/ Shannon T. Ward
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Title: Shannon T. Ward
Vice President
BANK OF MONTREAL
By /s/ Karen S. Klapper
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Title: Karen Klapper
Director
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By
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Title:
By
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Title:
BANQUE NATIONALE DE PARIS
By /s/ Clive Bettles
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Title: Senior Vice President & Manager
By /s/ Marc Schaefer
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Title: Assistant Vice President
BANQUE PARIBAS
By Tom G. Brandt / Darlynn Ernst
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Title: V.P. / AVP
BARCLAYS BANK PLC
By /s/ James K. Downey
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Title: Associate Director
THE CHASE MANHATTAN BANK
By /s/ Mitch Geruis
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Title: Vice President
CITY NATIONAL BANK
By /s/ Rod P. Bollins
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Title: Rod Bollins
Vice President
CIBC, INC.
By /s/ Lorain Granberg
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Title: Executive Director CIBC
Oppenheimer Corp., as
agent
CREDIT LYONNAIS, NEW YORK BRANCH
By /s/ Mark D. Thorsheim
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Title: Mark D. Thorsheim
Vice President
FLEET BANK, N.A.
By /s/ Garret Komjathy
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Title: Garret Komjathy
Vice President
THE FUJI BANK, LIMITED LOS ANGELES AGENCY
By /s/ Masahito Fukuda
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Title: Masahito Fukuda
Joint General Manager
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/ John Connors
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Title: EVP
By /s/ Claudia J. Chifos
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Title: Managing Director
Octagon Credit Investors Loan Portfolio
(a unit of The Chase Manhattan Bank)
By /s/ Andrew D. Gordon
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Title: Andrew D. Gordon
Managing Director
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ Dana W. Hemenway
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Name: Dana W. Hemenway
Title: Vice President
By /s/ W. Pieter C. Kodde
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Name: W. Pieter C. Kodde
Title: Vice President
RIGGS BANK N.A.
By /s/ Jeffrey P. White
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Title: Jeffrey P. White
Vice President
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as investment advisor
By /s/ Barbara Campbell
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Title: Assistant Treasurer
SOCIETE GENERALE
By: /s/ Mark Vigil
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Title: Mark Vigil
Vice President
THE SUMITOMO BANK, LIMITED
By
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Title:
By
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Title:
SUMMIT BANK
By /s/ C. J. Annas
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Title: VP
SUNTRUST BANK, CENTRAL FLORIDA N.A.
By /s/ Janet P. Sammons
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Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Bryan G. Petermann
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Title: Bryan G. Petermann
Vice President
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
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Title: Jeffrey W. Maillet
Sr. Vice Pres. & Director