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EXHIBIT 10.63
March 27, 1998
TCI Falcon Holdings, LLC
c/o Tele-Communications, Inc.
Terrace Tower II
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Gentlemen:
Reference is made to (i) the Contribution and Purchase Agreement dated as
of December 30, 1997 between Falcon Holding Group, L.P. ("FHGLP"), Falcon
Communications, L.P. ("NewFalcon"), TCI Falcon Holdings, LLC ("TCI"), and
certain other persons (the "Contribution Agreement"), (ii) the Amended and
Restated Agreement of Limited Partnership of Falcon Communications, L.P., dated
as of December 30, 1997 (the "NewFalcon Agreement") between FHGLP and TCI; and
(iii) an Offering Memorandum draft dated March 19, 1998 describing certain
proposed financing transactions of FHGLP, NewFalcon and subsidiaries of
NewFalcon. Capitalized terms used in this letter and not otherwise defined in
this letter shall have the meanings assigned to them in the Contribution
Agreement, the NewFalcon Agreement or under "Description of the Debentures" in
the Offering Memorandum, as appropriate.
TCI hereby waives compliance by NewFalcon with the limitation on
Indebtedness contained in Section 5.1(b)(2)(G) of the NewFalcon Agreement in
connection with any assumption or incurrence of Indebtedness by NewFalcon or any
of its Subsidiaries that is consummated prior to, concurrently with, or
immediately following, the closing of the Contribution Agreement, as a result
of, in connection with, or related to, the consummation and implementation of
the transactions contemplated by the Contribution Agreement and/or the Offering
Memorandum (including, without limitation, the offering of Debentures or other
debt securities, the refinancing of FHGLP's existing indebtedness, including
indebtedness outstanding under its existing Bank Credit Agreement and its Notes,
the refinancing of indebtedness assumed by NewFalcon from TCI, and the
consummation of, and drawing of any available facilities under, a New Credit
Facility), so long as, after giving effect to the assumption or incurrence of
any such Indebtedness, the Operating Cash Flow Ratio does not exceed 8.0:1. This
waiver does not extend to the assumption or incurrence of Indebtedness by
NewFalcon or any of its Subsidiaries, including the drawing of any available
facilities under a New Credit Facility, that is not consummated prior to,
concurrently with, or immediately following the closing of the Contribution
Agreement.
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TCI Falcon Holdings, LLC
March 27, 1998
Page 2
Please indicate your agreement to the foregoing by executing below and
returning one fully executed original to Xx. Xxxxxxx Xxxxxxxxxx at the address
for FHGLP set forth in the NewFalcon Agreement.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
FALCON COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AGREED AND ACCEPTED AS OF
THIS 27th DAY OF MARCH 1998
TCI FALCON HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
