Exhibit 10.60
FALCON RESTRICTED COMPANIES
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 4
This Agreement, dated as of March 17, 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. Certain Amendments to Credit Agreement. In reliance upon the
representations and warranties set forth in Section 5, the Credit Agreement is
amended as follows, effective as of the date hereof when this Agreement is
consented to by such Lenders as own at least a majority of the Aggregate
Percentage Interests:
2.1. Addition of Section 1.89A. A new Section 1.89A is added to the Credit
Agreement immediately following Section 1.89 to read in its entirety as follows:
"1.89A. "Holding, L.P. Debentures" means, collectively, (i) the
$300,000,000 ___% Senior Debentures due 2010 and (ii) the ___% Senior Discount
Debentures due 2010 with gross proceeds not to exceed $200,000,000, each issued
jointly and severally by Holding, L.P. and its Wholly Owned Subsidiary Falcon
Funding Corporation pursuant to the Holding, L.P. Debentures Indentures."
2.2. Addition of Section 1.89B. A new Section 1.89B is added to the Credit
Agreement immediately following Section 1.89A to read in its entirety as
follows:
"1.89B. "Holding, L.P. Debentures Indentures" means, collectively, the two
respective Indentures dated as of the consummation of the issuance of the
Debentures, as in effect on such date, among Holding, L.P., Falcon Funding
Corporation and United States Trust Company of New York, as trustee, with
respect to the Holding, L.P. Debentures (and any subsequent indentures on
identical terms, except with respect to transfer restrictions,
entered into for a registered exchange offer of the Holding, L.P. Debentures)."
2.3. Amendment of Section 5.2.1. Section 5.2.1 of the Credit Agreement is
amended to read in its entirety as follows:
"5.2.1. Officer's Certificate. The representations and warranties
contained in Sections 6.6 and 8, sections 2.3 and 5 of the Security Agreement
and in sections 2.2 and 4 of the Holding Pledge and Subordination Agreement
shall be true and correct on and as of the Closing Date with the same force and
effect as though originally made on and as of such date; no Default shall exist
on such Closing Date prior to or immediately after giving effect to the
requested extension of credit; as of such Closing Date, no Material Adverse
Change shall have occurred; the Borrowers shall be permitted to incur the
requested loan under section 4.03 of the Senior Subordinated Notes Indenture and
the equivalent section of the Holding, L.P. Debentures Indentures and the
Borrowers shall have furnished to the Administrative Agent on such Closing Date
a certificate to these effects (together with a notation of which Borrowers will
be directly using the proceeds of the requested loan and a schedule of
calculations demonstrating, as of such Closing Date, the Reference Consolidated
Annualized Operating Cash Flow Amount and compliance with the financial tests
set forth in Section 7.5), in substantially the form of Exhibit 5.2.1, signed by
a Financial Officer."
2.4. 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)(i) 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 accrued interest on
the Holding, L.P. Senior Subordinated Notes,
(ii) Distributions to Holding, L.P. on or about April 15 and October 15
in each year in an amount on each such date not exceeding mandatory scheduled
cash payments then due of accrued interest on the Holding, L.P. Debentures,
which Distributions are used exclusively for Holding, L.P. to pay such interest
and
(iii) Distributions to Holding, L.P. in an amount necessary for Holding,
L.P. to pay in full the outstanding principal of, and interest and any premium
on, the Holding, L.P. Senior Subordinated Notes, whether pursuant to a voluntary
-2-
redemption on or after September 15, 1998 or pursuant to an earlier tender
offer; and
(b) redemptions of equity interests in any Holding Company owned by
members of management (other than Xxxx X. Xxxxxxxxx) upon termination of
employment in an aggregate amount not exceeding $1,000,000 in any year."
2.5. Addition of 8.2.2(f). A new Section 8.2.2(f) is added to the Credit
Agreement immediately following Section 8.2.2(e) to read in its entirety as
follows:
"(f) the Offering Memorandum relating to the Holding, L.P. Debentures
dated March 19, 1998 of Holding, L.P. and Falcon Funding Corporation."
2.6. Amendment of Section 9.1.5. Section 9.1.5 of the Credit Agreement is
amended so that the last parenthetical clause in paragraph (a) thereof reads in
its entirety as follows:
"(including, in any event, the Holding, L.P. Senior Subordinated Notes and the
Holding, L.P. Debentures);"
2.7. Amendment of Section 9.1.6. Section 9.1.6 of the Credit Agreement is
amended so that paragraph (d) thereof reads in its entirety as follows:
"(d) Any "Change in Control", as defined in the Senior Subordinated Notes
Indenture, or "Change of Control Triggering Event", as defined in the Holding,
L.P. Debentures Indentures, shall occur."
2.8. Amendment of Exhibit 5.2.1. Exhibit 5.2.1 to the Credit Agreement is
amended so that the last clause of the second paragraph thereof reads in its
entirety as follows:
"; and the Borrowers are permitted to incur the requested loan under section
4.03 of the Senior Subordinated Notes Indenture and the equivalent section of
the Holding, L.P. Debentures Indentures."
3. Certain Amendments to Credit Agreement. In reliance upon the
representations and warranties set forth in Section 5, the Credit Agreement is
amended as follows, effective as of the date hereof when this Agreement is
consented to by all the Lenders:
3.1. Amendment of Section 2.1.1. Section 2.1.1 of the Credit Agreement is
amended so that paragraph (b) thereof reads in its entirety as follows:
-3-
"(b) The amount of Net Debt Proceeds to the extent that such amount is
allocated to the permanent reduction of the Maximum Amount of Revolving Credit
by Section 4.6."
3.2. Amendment of Section 4.6. The proviso contained in the second
sentence of Section 4.6 is amended to read in its entirety as follows:
"; provided, however, that (a) the Net Debt Proceeds of the Holding, L.P.
Debentures may be applied as follows:
(i) $100,000,000 to the prepayment of the Revolving Loan (and the
permanent reduction of the Maximum Amount of Revolving Credit) and the Term Loan
pro rata in proportion to the relative size of the Maximum Amount of Revolving
Credit to the Term Loan,
(ii) up to $25,000,000 to be used by Holding, L.P. for its lawful limited
partnership purposes and
(iii) the balance to the prepayment of the Revolving Loan (without
reducing the Maximum Amount of Revolving Credit); and
(b) any other Net Debt Proceeds shall not be required to prepay the Credit
Obligations to the extent such Designated Financing Debt is incurred by Holding,
L.P. (directly or jointly and severally) and the Net Debt Proceeds thereof are
used to refinance the Holding, L.P. Debentures at maturity."
4. Amendment of Holding Pledge and Subordination Agreement. In reliance
upon the representations and warranties set forth in Section 5, the Holding
Pledge and Subordination Agreement is amended as follows, effective as of the
date hereof when this Agreement is consented to by such Lenders as own at least
a majority of the Aggregate Percentage Interests:
4.1. Amendment of Section 5.5. Section 5.5 of the Holding Pledge and
Subordination Agreement is amended so that the portion prior to clause (a)
thereof reads in its entirety as follows:
"5.5. Restrictions on Financing Debt. Neither Pledgor shall create,
incur, assume or otherwise become or remain liable with respect to any Financing
Debt (other than notes evidencing PIK Interest Payments, Holding, L.P. Senior
Subordinated Notes, Holding, L.P. Debentures and Financing Debt outstanding on
the date hereof and reflected on the balance sheet referred to in Section 4.2
above) unless:"
4.2. Amendment of Section 5.6. Section 5.6 of the Holding Pledge and
Subordination Agreement is amended to read in its entirety as follows:
-4-
"5.6. Payments on Certain Financing Debt. Prior to September 30, 2000,
neither Pledgor shall make any cash payment of principal of or interest on the
Holding, L.P. Senior Subordinated Notes or the Holding, L.P. Debentures except
directly from the proceeds of Distributions permitted by Section 7.10.3(a) of
the Credit Agreement."
5. 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 Sections 2, 3 and 4, no Default will
exist.
6. 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.
[The rest of this page is intentionally blank]
-5-
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 _____________________________
Title:
FALCON FIRST, INC.
By ____________________________
Title:
-6-
ATHENS CABLEVISION, INC.
AUSABLE CABLE TV, INC.
CEDAR BLUFF CABLEVISION, INC.
XXXXXX 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 _______________________________
As an authorized officer of each of
the foregoing corporations
FALCON HOLDING GROUP, L.P.
By FALCON HOLDING GROUP, INC.,
general partner
By _______________________________
Title:
FALCON HOLDING GROUP, INC.
By ___________________________________
Title:
-7-
BANKBOSTON, N.A., as Managing Agent
By ________________________________
Title:
TORONTO-DOMINION (TEXAS) INC., as
Administrative Agent
By ________________________________
Title:
NATIONSBANK OF TEXAS, N.A., as
Syndications Agent
By ________________________________
Title:
The foregoing Agreement is consented to
by the undersigned Lenders:
ABN AMRO BANK N.V.
By: ____________________________
Title:
By: ____________________________
Title:
-8-
BANK OF AMERICA N.T. & S.A.
By ________________________________
Title:
BANK OF MONTREAL
By ____________________________________
Title:
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By ____________________________________
Title:
By ____________________________________
Title:
-9-
BANQUE NATIONALE DE PARIS
By ____________________________________
Title:
By ____________________________________
Title:
BANQUE PARIBAS
By ________________________________
Title:
BARCLAYS BANK PLC
By ______________________________
Title:
THE CHASE MANHATTAN BANK
By __________________________________
Title:
CITY NATIONAL BANK
By _________________________________
Title:
-10-
CIBC, INC.
By ________________________________
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By ________________________________
Title:
FLEET BANK, N.A.
By _____________________________
Title:
THE FUJI BANK, LIMITED LOS ANGELES
AGENCY
By _________________________________
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
LOS ANGELES AGENCY
By ________________________________
Title:
MEESPIERSON CAPITAL CORP.
By ________________________________
Title:
-11-
OCTAGON CREDIT INVESTORS
By _______________________________
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By _______________________________
Name:
Title:
By _________________________________
Name:
Title:
XXXXX BANK N.A.
By ____________________________
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as investment advisor
By ____________________________________
Title:
SOCIETE GENERALE
By: ______________________________
Title:
-12-
THE SUMITOMO BANK, LIMITED
By ____________________________________
Title:
By ________________________________
Title:
SUMMIT BANK
By ________________________________
Title:
SUNTRUST BANK, CENTRAL FLORIDA N.A.
By ________________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By _______________________________
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By ________________________________
Title:
-13-
