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EXHIBIT 10(bb)
CENCOM CABLE INCOME PARTNERS, II, L.P.
CENCOM PARTNERS, L.P.
C/O CHARTER COMMUNICATIONS, INC.
00000 XXXXXXXXXXX XXXXX, XXXXX 000
XX. XXXXX, XXXXXXXX 00000-0000
December 3, 1998
The Lenders (as defined below) and
Canadian Imperial Bank of Commerce, as Agent
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment Letter
Dear Sirs:
Reference is made to the Credit Agreement, dated as of May 23, 1997 (as amended
by the Limited Waiver and Amendment Letter, dated August 11, 1997, the "Credit
Agreement"), among Cencom Cable Income Partners II, L.P. and Cencom Partners,
L.P. (collectively, the "Borrowers"), the various financial institutions as are,
or may from time to time become, parties thereto (the "Lenders"), and Canadian
Imperial Bank of Commerce, acting through one or more of its affiliates,
branches or agencies ("CIBC"), as agent for the Lenders (in such capacity, the
"Agent"). Terms defined in the Credit Agreement are used in this amendment
letter (this "Amendment Letter") as therein defined.
By this Amendment Letter, the Borrowers hereby request that the Lenders:
(a) amend the definition of "Change of Control in Section 1.1 of the Credit
agreement by
(i) restating clause (a) thereof in its entirety to read as
follows: "(a) if at any time prior to the consummation of the
Xxxxx Transaction, (i) Charter Communications shall for any
reason fail to be controlled, directly or indirectly, by at
least one of Xxxxxx X. Xxxx, Xxxxxx X. Xxxx or Xxxxx X.
Xxxxxxx or (ii) at least 51% of the voting equity of Charter
Communications shall for any reason fail to be owned by at
least one of such individuals;";
(ii) restating clause (b) thereof in its entirety to reason as
follows: "(b) if at any time subsequent to the consummation of
the Xxxxx Transaction, Xxxx X. Xxxxx or Persons under the
Control of Xxxx X. Xxxxx (including his heirs, his estate or
any trust or other Person, 100% in interest of the owners or
beneficiaries of which consist of his heirs or estate) shall
no longer have, directly or indirectly, Control of at least
51% of the voting equity of charter Communications;"; and
(iii) appending a new sentence at the end of such definition to read
as follows: "For purposes of clause (b) of this definition,
`Control' shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the
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management or policies of a Person, whether through ownership
of voting equity, by contract or otherwise."; and
(b) amend Section 1.1 of the Credit Agreement to include the following new
definition (in its proper alphabetical location):
"Xxxxx Transaction" means the acquisition by Xxxx X. Xxxxx of at least
51% of the voting equity and economic interest in Charter
Communications."
This Amendment Letter shall become effective as of the date hereof upon the
execution of counterparts hereof by each Borrower, the Required Lenders and the
Agent.
In order to induce the Lenders to grant the foregoing amendments, (a) the
Borrowers hereby confirm, reaffirm and restate the representations and
warranties set forth in Article VI of the Credit Agreement and in the Loan
Documents as if made on the date hereof and (b) the Borrowers hereby represent
and warrant that, after giving effect to the amendments set forth in this
Amendment Letter, no Default or Event of Default shall have occurred and be then
continuing.
Except as expressly modified by this Amendment Letter, all of the terms and
provisions of the Credit Agreement and the Loan Documents shall remain in full
force and effect. This Amendment Letter is a Loan Document executed pursuant to
the Credit Agreement and shall be construed and administered in accordance with
all of the terms and provisions of the Credit Agreement (including that all
expenses in connection with the preparation, execution and delivery hereof shall
be paid by the Borrowers).
If you are in agreement with the foregoing terms, kindly execute this Amendment
Letter in the space provided below and deliver to the Agent an executed
counterpart of this Amendment Letter.
THIS AMENDMENT LETTER MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.
Very truly yours,
CENCOM CABLE INCOME PARTNERS II, L.P.
By: Cencom Properties II, Inc.,
its general partner
By: _____________________________
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December 3, 1998
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CENCOM PARTNERS, L.P.
By Cencom Partners, Inc.,
its general partner
By: _____________________________
THE AMENDMENT SET FORTH ABOVE
IS HEREBY AGREED TO AND
ACCEPTED AS OF THE DATE FIRST
ABOVE WRITTEN:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Agent
By:__________________________________
LENDERS:
CIBC INC.
By:__________________________________
