1
[EXECUTION COUNTERPART]
CONSENT AND AMENDMENT NO. 2
CONSENT AND AMENDMENT NO. 2 dated as of September 30, 1996
between FRONTIERVISION OPERATING PARTNERS, L.P., a limited partnership duly
organized and validly existing under the laws of the State of Delaware (the
"Company"), each of the lenders that is a signatory hereto identified under the
caption "Lenders" on the signature pages hereto and THE CHASE MANHATTAN BANK,
as administrative agent for said lenders (in such capacity, the "Administrative
Agent").
The Company, certain Lenders, the Administrative Agent, X.X.
Xxxxxx Securities Inc., as Syndication Agent, and CIBC Inc., as Managing Agent,
are parties to an Amended and Restated Credit Agreement dated as of April 9,
1996 (as heretofore amended, the "Credit Agreement"), providing, subject to the
terms and conditions thereof, for loans to be made by said Lenders to the
Company in an aggregate principal or face amount not exceeding $265,000,000.
The Company has requested that the Credit Agreement be modified
in certain respects and, accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this
Consent and Amendment No. 2, terms defined in the Credit Agreement are used
herein as defined therein.
Section 2. Amendment. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Credit Agreement is hereby amended as follows:
A. General. References in the Credit Agreement to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.
B. Definitions. Section 1.01 of the Credit Agreement is hereby
amended by adding the following new definitions (to the extent such definitions
are not presently set forth in said Section 1.01) and amending in their
entirety the following definitions (to the extent such definitions are
presently set forth in said Section 1.01), as follows:
"ACE Acquisition" shall mean the proposed acquisition by the
Company of CATV Systems in Kentucky and Indiana from American Cable
Entertainment of Kentucky-Indiana, Inc. pursuant to the ACE Acquisition
Agreement.
"ACE Acquisition Agreement" shall mean the Asset Purchase
Agreement dated as of July 15, 1996 between the Company and American Cable
Entertainment of Kentucky-Indiana, Inc., as
Consent and Amendment No. 2
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the same shall, subject to Section 8.18 hereof, be modified and supplemented
and in effect from time to time.
"Basic Documents" shall mean, collectively, the Loan Documents,
the Cox Acquisition Agreement, the Triax Acquisition Agreement and the ACE
Acquisition Agreement.
"Change of Control" shall mean that the Company or FrontierVision
Capital shall be required pursuant to the provisions of the Senior Subordinated
Debt Documents (or any other agreement or instrument relating to or providing
for any other Subordinated Indebtedness) to redeem or repurchase, or make an
offer to redeem or repurchase, all or any portion of the Senior Subordinated
Debt (or such Subordinated Indebtedness, as the case may be) as a result of a
change of control (however defined).
"FrontierVision Capital" shall mean FrontierVision Capital
Corporation, a Delaware corporation and a Wholly Owned Subsidiary of the
Company.
"New Acquisition" shall mean the Phoenix Grassroots Acquisition,
the Triax Acquisition, the ACE Acquisition and the Penn/Ohio Acquisition.
"Penn/Ohio Acquisition" shall mean the proposed acquisition by
the Company of CATV Systems in Ohio and Pennsylvania from Penn/Ohio
Cablevision, L.P., pursuant to the Penn/Ohio Acquisition Agreement.
"Penn/Ohio Acquisition Agreement" shall mean the Purchase
Agreement dated as of August 6, 1996 between Penn/Ohio Cablevision, L.P., and
the Company, as the same shall, subject to Section 8.18 hereof, be modified and
supplemented and in effect from time to time.
"Phoenix Grassroots Acquisition" shall mean the acquisition by
the Company of CATV Systems in Maine and New Hampshire from Phoenix Grassroots
Cable Systems, L.L.C., pursuant to the Phoenix Grassroots Acquisition
Agreement.
"Phoenix Grassroots Acquisition Agreement" shall mean the Asset
Purchase Agreement dated July 19, 1996 between Phoenix Grassroots Cable
Systems, L.L.C. and the Company, as the same shall, subject to Section 8.18
hereof, be modified and supplemented and in effect from time to time.
"Reserved Proceeds" shall mean, with respect to any Debt
Issuance, the Net Available Proceeds thereof which are not simultaneously with,
or within five Business Days of, the occurrence thereof used to make a
Subsequent Acquisition, to refinance outstanding Subordinated Indebtedness, to
make payments
Consent and Amendment No. 2
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in respect of the UVC Notes as contemplated by the last sentence of the first
paragraph of Section 8.09 hereof or deposited in a Reserved Proceeds Account in
accordance with Section 2.09(e)(ii) hereof.
"Reserved Proceeds Account" shall mean (a) the Collateral Account
or (b) an escrow account established on such terms and conditions, and with an
escrow agent, as shall be acceptable to the Administrative Agent and the
Majority Lenders.
"Reserved Proceeds Account Agent" shall mean (a) if the Reserved
Proceeds Account is the Collateral Account, the Administrative Agent, and (b)
if the Reserved Proceeds Account is an escrow account, the escrow agent in
respect thereof.
"Senior Subordinated Debt" shall mean the Indebtedness of the
Company and FrontierVision Capital in respect of the senior subordinated notes
of the Company and FrontierVision Capital due 2006 issued pursuant to Senior
Subordinated Debt Indenture.
"Senior Subordinated Debt Documents" shall mean the Senior
Subordinated Debt Indenture, the securities or other instruments evidencing the
Senior Subordinated Debt and all other documents, instruments and agreements
executed and delivered in connection with the original issuance of the Senior
Subordinated Debt, in each case, as the same shall, subject to Section 8.18
hereof, be modified and supplemented and in effect from time to time.
"Senior Subordinated Debt Indenture" shall mean the Indenture to
be dated as of a date on or around October 1, 1996 among the Company and
FrontierVision Capital, as Issuers, and Colorado National Bank, as Trustee, as
the same shall, subject to Section 8.18 hereof, be modified and supplemented
and in effect from time to time.
"Specified Acquisitions" shall mean (a) acquisitions of CATV
Systems in exchange for other CATV Systems and (b) New Acquisitions.
"Subsequent Acquisition" shall mean any acquisition permitted
under Section 8.05(b)(iv) hereof (including, without limitation, the New
Acquisitions).
"Subsequent Acquisition Agreement" shall mean the Phoenix
Grassroots Acquisition Agreement, the Triax Acquisition Agreement, the ACE
Acquisition Agreement, the Penn/Ohio Acquisition Agreement and each other
agreement pursuant to which a Subsequent Acquisition shall be consummated, as
the same shall, subject to Section 8.18 hereof, be modified and supplemented
and in effect from time to time.
Consent and Amendment No. 2
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"Triax" shall mean, collectively, Triax Southeast Associates,
L.P. and Triax Southeast General Partner, L.P.
"Triax Acquisition" shall mean the proposed acquisition by the
Company of CATV Systems in Kentucky, Maryland, North Carolina, Ohio,
Pennsylvania, Virginia and West Virginia from Triax pursuant to the Triax
Acquisition Agreement.
"Triax Acquisition Agreement" shall mean the Asset Purchase
Agreement dated May 16, 1996 between Triax and the Company, as the same shall,
subject to Section 8.18 hereof, be modified and supplemented and in effect from
time to time.
C. EBITDA Definition.
(1) The third sentence in the definition of "EBITDA" in Section
1.01 of the Credit Agreement is hereby amended by deleting the "and" at the end
of paragraph (D) thereof, by substituting a semicolon for the period at the end
of paragraph (E) thereof and by adding the following paragraphs (F), (G), (H)
and (I) thereto:
"(F) for periods prior to the date of the Phoenix Grassroots
Acquisition, EBITDA for each day during such period attributable to the
CATV Systems acquired pursuant to the Phoenix Grassroots Acquisition
shall be deemed to be equal to $4,197 (determined by the Company as
provided in Schedule XI hereto); and
(G) for periods prior to the date of the Triax Acquisition,
EBITDA for each day during such period attributable to the CATV Systems
acquired pursuant to the Triax Acquisition shall be deemed to be equal
to $27,847 (determined by the Company as provided in Schedule XI
hereto);
(H) for periods prior to the date of the ACE Acquisition, EBITDA
for each day during such period attributable to the CATV Systems
acquired pursuant to the ACE Acquisition shall be deemed to be equal to
$37,814 (determined by the Company as provided in Schedule XI hereto);
and
(I) for periods prior to the date of the Penn/Ohio Acquisition,
EBITDA for each day during such period attributable to the CATV Systems
acquired pursuant to the Penn/Ohio Acquisition shall be deemed to be
equal to $1,441 (determined by the Company as provided in Schedule XI
hereto)."
(2) The definition of "EBITDA" in Section 1.01 of the Credit
Agreement is hereby further amended by deleting the clause
Consent and Amendment No. 2
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reading "(but excluding the CATV Systems acquired pursuant to the Initial
Acquisitions and the Cox Acquisition)" in the fourth sentence thereof and
inserting "(but excluding the CATV Systems acquired pursuant to the Initial
Acquisitions, the Cox Acquisition and the New Acquisitions)" in its place.
D. Prepayments.
(1) Section 2.09(d) of the Credit Agreement is hereby amended by
deleting the reference in paragraph (z) of the penultimate sentence thereof to
"$10,000,000" and inserting "$75,000,000" in its place.
(2) Section 2.09(e) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(e) Subordinated Indebtedness. Without limiting the obligation
of the Company to obtain the approval of the Majority Lenders to the
terms of Permitted Subordinated Indebtedness to the extent required by
Section 8.13 hereof, upon any Debt Issuance:
(i) the Company shall prepay the Loans and the
Commitments shall be subject to automatic reduction on the date
of such issuance in an amount equal to the Unused Proceeds
thereof, such prepayment and reduction to be effected in the
manner and to the extent specified in paragraph (g) of this
Section 2.09; and
(ii) the Company shall deposit the Reserved Proceeds
thereof into a Reserved Proceeds Account to be held therein
pending application of such Reserved Proceeds to make one or more
Subsequent Acquisitions, to refinance outstanding Subordinated
Indebtedness or to make payments in respect of the UVC Notes as
contemplated by the last sentence of the first paragraph of
Section 8.09 hereof (and the relevant Reserved Proceeds Account
Agent need not release such Reserved Proceeds except upon
presentation of evidence satisfactory to it that such Reserved
Proceeds are to be so applied in compliance with the provisions
of this Agreement), provided that if such Reserved Proceeds are
not in fact so applied within 180 days of such Debt Issuance,
such Reserved Proceeds shall forthwith be applied to the
prepayment of Loans and reductions of Commitments as provided
above (it being understood that, in the event Reserved Proceeds
from more than one Debt Issuance are paid into a Reserved
Proceeds Account, such Reserved Proceeds shall be deemed to be
released in the same order in which such Debt Issuances
occurred).
Consent and Amendment No. 2
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Nothing in this paragraph (e) shall be deemed to obligate the
Administrative Agent or the Majority Lenders to release, or to agree to
release, from a Reserved Proceeds Account of any of such proceeds to or
for the benefit of the Company for purposes as aforesaid upon the
occurrence and during the continuance of any Event of Default."
(3) Section 2.09 of the Credit Agreement is hereby further
amended by redesignating paragraph (f) thereof as paragraph (g) thereof. In
addition, each reference in Sections 2.03(b), 2.03(c) and Section 2.09 of the
Credit Agreement to Section 2.09(f) thereof is hereby changed to be a reference
to Section 2.09(g) thereof.
(4) Section 2.09 of the Credit Agreement is hereby further
amended by adding a new paragraph (f) thereof reading in its entirety as
follows:
"(f) Change of Control. If any Change of Control shall occur,
then, concurrently with the occurrence of the event giving rise to such
Change of Control, the Company shall prepay the Loans in full and the
Commitments shall be automatically reduced to zero."
E. Subsequent Acquisitions. Section 8.05(b)(iv) of the Credit
Agreement is hereby amended by amending paragraph (A) thereof to read in its
entirety as follows:
"(A) (1) the aggregate Purchase Price of all such
acquisitions (other than CATV Systems acquired pursuant to
Specified Acquisitions) shall not exceed $75,000,000 and the
aggregate Purchase Price of any individual such acquisition
(other than a CATV System acquired pursuant to Specified
Acquisitions) shall not exceed $10,000,000;
(2) the Purchase Price of CATV Systems acquired pursuant
to a New Acquisition shall not exceed the amount specified in the
relevant Acquisition Agreement; and
(3) the aggregate Purchase Price of all such CATV Systems
acquired in exchange for other CATV Systems shall not exceed
$75,000,000 and the aggregate Purchase Price of any individual
such CATV System acquired in exchange for one or more other CATV
Systems shall not exceed $10,000,000;
it being understood that, if an acquisition involves an exchange of CATV
Systems and the aggregate Purchase Price for such acquisition includes
cash and/or cash equivalents, then the portion of such aggregate
Purchase Price so
Consent and Amendment No. 2
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constituting cash and cash equivalents shall be deemed to be applied to
reduce the then-unused portion of the amounts specified in clause (1) of
this Section 8.05(b)(iv)(A), and the remainder of such aggregate
Purchase Price shall be deemed to be applied to reduce the then-unused
portion of the amounts specified in clause (3) of this Section
8.05(b)(iv)(A);".
F. Dispositions.
(1) Section 8.05(c) of the Credit Agreement is hereby amended by
amending paragraphs (iv) and (v) thereof to read in their entirety as follows:
"(iv) dispositions of one or more CATV Systems (whether for cash
or for Disposition Investments, but excluding dispositions in exchange
for other CATV Systems), so long as the aggregate fair market value of
the CATV Systems disposed of in any single transaction shall not exceed
$10,000,000 and the fair market value of the CATV Systems disposed of in
all such dispositions shall not exceed $75,000,000,
(v) dispositions of one or more CATV Systems in exchange for
other CATV Systems, so long as the aggregate fair market value of the
CATV Systems disposed of in any single such exchange shall not exceed
$10,000,000 and the fair market value of the CATV Systems disposed of in
all such exchanges shall not exceed $75,000,000, and".
(2) Section 8.05(c)(vi) of the Credit Agreement is hereby
amended by deleting the reference therein to "December 31, 1996" and inserting
"June 30, 1997" in its place.
G. Indebtedness.
(1) Section 8.07(d) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(d) (i) Indebtedness of the Company and FrontierVision Capital
in respect of the Senior Subordinated Debt in an aggregate original
principal amount not exceeding $200,000,000, and (ii) subordinated
Guarantees of such Indebtedness by Subsidiaries of the Company pursuant
to the Senior Subordinated Debt Documents;".
(2) Section 8.07(f) of the Credit Agreement is hereby amended by
deleting the reference therein to "$20,000,000" and inserting "$25,000,000" in
its place.
H. Investments. Section 8.08 of the Credit Agreement is hereby
amended by deleting the "and" at the end of
Consent and Amendment No. 2
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paragraph (h) thereof, by substituting a semicolon for the period at the end
of paragraph (i) thereof and by adding the following paragraph (j) thereto:
"(j) the Guarantees referred to in Section 8.07(d) hereof."
I. Certain Financial Covenants. Section 8.10 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"8.10 Certain Financial Covenants.
(a) Senior Debt Ratio. The Company will not permit the Senior
Debt Ratio (determined in accordance with Section 8.10(e) hereof) to
exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
------ -----
From the date on which the
Senior Subordinated Debt is
issued through and including
June 30, 1997 3.75 to 1
From July 1, 1997
through and including
December 31, 1997 3.50 to 1
From January 1, 1998
through and including
June 30, 1998 3.25 to 1
From July 1, 1998
through and including
December 31, 1998 3.00 to 1
From January 1, 1999
through and including
December 31, 1999 2.50 to 1
From January 1, 2000
through and including
December 31, 2000 2.00 to 1
From January 1, 2001 and at
all times thereafter 1.50 to 1
(b) Total Debt Ratio. The Company will not permit the Debt
Ratio (determined in accordance with Section 8.10(e) hereof) to exceed
the following respective ratios at any time during the following
respective periods:
Consent and Amendment No. 2
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Period Ratio
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From the Effective Date
through and including
June 30, 1997 7.00 to 1
From July 1, 1997
through and including
December 31, 1997 6.25 to 1
From January 1, 1998
through and including
June 30, 1998 6.00 to 1
From July 1, 1998
through and including
December 31, 1998 5.50 to 1
From January 1, 1999
through and including
December 31, 1999 4.75 to 1
From January 1, 2000
through and including
December 31, 2000 4.00 to 1
From January 1, 2001 and at
all times thereafter 3.50 to 1
(c) Interest Coverage Ratio. The Company will not permit the
Interest Coverage Ratio (determined in accordance with Section 8.10(e)
hereof) to be less than the following respective amounts at any time
during the following respective periods:
Period Amount
------ ------
From the Effective Date
through and including
June 30, 1997 1.25
From July 1, 1997
through and including
December 31, 1998 1.50
From January 1, 1999
through and including
December 31, 1999 1.75
From January 1, 2000
through and including
December 31, 2000 2.00
From January 1, 2001
and at all times thereafter 2.25
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(x) Fixed Charges Ratio. The Company will not permit the Fixed
Charges Ratio (determined in accordance with Section 8.10(e) hereof) to
be less than 1.00 to 1 at December 31, 1997 or less than 1.05 to 1 at
any time thereafter.
(e) Computations of Ratios. Solely for purposes of computing
the Senior Debt Ratio, Debt Ratio, Interest Coverage Ratio and Fixed
Charges Ratio for purposes of this Section 8.10:
(i) Indebtedness shall be deemed to exclude obligations
in respect of undrawn letters of credit, performance bonds and
similar instruments issued or accepted by banks and other
financial institutions in the ordinary course of business of the
Company and its Subsidiaries;
(ii) at any time when Reserved Proceeds of a Debt
Issuance are on deposit in a Reserved Proceeds Account, the
amount of Subordinated Indebtedness outstanding at such time
shall be deemed to be net of the amount of such Reserved Proceeds
so on deposit at such time; and
(iii) during any period when Reserved Proceeds of a Debt
Issuance are on deposit in a Reserved Proceeds Account, the
amount of Interest Expense in respect of Subordinated
Indebtedness for such period shall be deemed to be net of
interest payable to the Company on such Reserved Proceeds so on
deposit during such period."
J. Capital Expenditures. Section 8.11 of the Credit Agreement
is hereby amended by deleting the schedule set forth in paragraph (a) thereof
and substituting the following therefor:
"Period Amount ($)
------ ----------
From the Effective Date
to and including
December 31, 1996 4,000,000
Fiscal year ending
December 31, 1997 26,000,000
Fiscal year ending
December 31, 1998 25,000,000
Consent and Amendment No. 2
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Fiscal year ending
December 31, 1999 21,000,000
Fiscal year ending
December 31, 2000 20,000,000
Fiscal year ending
December 31, 2001 15,000,000
Each fiscal year
thereafter 12,000,000"
K. UVC Notes. Section 8.13(b) of the Credit Agreement is hereby
amended by adding the following sentence at the end thereof:
"It is understood and agreed that the limited partnership
interests of the Company received by UVC in exchange for the UVC Notes
in a transaction complying with the requirements of this Section 8.13(b)
will not constitute Indebtedness of the Company for any purpose hereof."
L. Indenture Restrictions; FrontierVision Capital. Section 8.17
of the Credit Agreement is hereby amended:
(1) by deleting the words "The Company will not" in paragraph
(c) thereof and inserting the words "Other than the Senior Subordinated
Debt Documents, the Company will not" in its place; and
(2) by adding the following paragraph (d) thereto:
"(d) FrontierVision Capital. FrontierVision Capital will own no
Property, will have no Indebtedness (other than its Guarantee of
Indebtedness hereunder and Indebtedness in respect of the Senior
Subordinated Debt), will have no operations (other than de minimis
operations incidental to its activities in connection with the
foregoing) and, in furtherance of the foregoing, will not make any
expenditures or incur any liabilities other than those consistent with
and reasonably necessary in the conduct of its business as contemplated
by this Section 8.17(d)."
M. Modifications of Certain Documents. Section 8.18 of the
Credit Agreement is hereby amended by amending paragraphs (i) and (ii) thereof
to read in their entirety as follows:
"(i) any Senior Subordinated Debt Document or any other
agreement, instrument or other document evidencing or relating to
Subordinated Indebtedness (other than the cancellation of UVC Notes in
accordance with Section 8.13(b)(1) hereof),
Consent and Amendment Xx. 0
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(xx) any Initial Acquisition Agreement, the Cox Acquisition
Agreement, the Triax Acquisition Agreement or the ACE Acquisition
Agreement either to increase the aggregate consideration payable by the
Company thereunder or any other provision of such Agreements (or of any
agreement executed in connection therewith) to the extent the same would
materially adversely affect the Lenders or the Administrative Agent (or
the rights of the Lenders or the Administrative Agent under any of the
Loan Documents), or".
N. Schedule XI. The Credit Agreement is hereby amended by
adding Schedule XI hereto as Schedule XI thereto.
Section 3. Consents. Subject to the satisfaction of the
conditions precedent set forth in Section 5 hereof, but effective as of the
date hereof:
A. Creation of FrontierVision Capital. Subject to Section
8.17(a) of the Credit Agreement, each of the Lenders hereby consents to the
creation of FrontierVision Capital as a Wholly Owned Subsidiary of the Company.
B. Senior Subordinated Debt. Each of the Lenders hereby
consents to incurrence of the Senior Subordinated Debt on the terms and
conditions set forth in the Credit Agreement (as amended hereby) and in the
Prospectus relating to the issuance of the Senior Subordinated Debt heretofore
delivered to the Lenders, provided that each payment date for the notes issued
under the Senior Subordinated Debt Indenture shall be not earlier than 15 days,
and not later than 30 days, after a Quarterly Date.
C. Triax and ACE Acquisitions. Each of the Lenders hereby
agrees that, for purposes of Section 2.09 of the Credit Agreement, the Net
Available Proceeds of Equity Issuances referred to in paragraphs (b)(iii) and
(b)(iv) thereof may be applied within 180 days of such Equity Issuances to the
Triax Acquisition and the ACE Acquisition.
Section 4. Representations and Warranties. The Company
represents and warrants to the Lenders that, both before and after giving
effect to each of the amendments set forth in Section 2 hereof and the consents
set forth in Section 3 hereof:
(a) no Default has occurred and is continuing; and
(b) the representations and warranties made by the Company in
Section 7 of the Credit Agreement, and by each Obligor in each of the
other Loan Documents to which it is a party, are true and complete on
and as of the date hereof with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as
Consent and Amendment No. 2
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of such specific date) and as if each reference in the Credit Agreement
to "this Agreement" or "the Credit Agreement" included reference to this
Consent and Amendment No. 2.
Section 5. Conditions Precedent. As provided in Sections 2 and
3 hereof, the amendments to the Credit Agreement set forth in said Section 2
and the consents set forth in said Section 3 shall each become effective, as of
the date hereof, upon the satisfaction of the condition precedent that the
Administrative Agent shall have notified the Company that the Administrative
Agent has received the following (each in form and substance satisfactory to
it):
A. Execution and Delivery, Etc. This Consent and Amendment No.
2, duly executed by the Company, Lenders constituting the Majority
Lenders and the Administrative Agent.
B. Fees and Expenses. Payment of such fees and expenses that
the Company shall have agreed to pay in connection with the transactions
contemplated hereby.
C. Other Documents. Such other documents as the Administrative
Agent or any Lender or special New York counsel to Chase may reasonably
request.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Consent
and Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Consent and Amendment No. 2 by signing
any such counterpart. This Consent and Amendment No. 2 shall be governed by,
and construed in accordance with, the law of the State of New York.
Consent and Amendment No. 2
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IN WITNESS WHEREOF, the parties hereto have caused this Consent
and Amendment No. 2 to be duly executed and delivered as of the day and year
first above written.
FRONTIERVISION OPERATING
PARTNERS, L.P.
By: Frontiervision Partners, L.P., as
general partner of FrontierVision
Operating Partners, L.P.
By: FVP GP, L.P., as general partner
of FrontierVision Partners, L.P.
By: FrontierVision Inc., as general
partner of FVP GP, L.P.
By
--------------------------------
Title:
Consent and Amendment No. 2
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LENDERS
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THE CHASE MANHATTAN BANK XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By By
--------------------------- --------------------------
Title: Title:
CIBC INC. FIRST NATIONAL BANK OF CHICAGO
By By
--------------------------- ---------------------------
Title: Title:
UNION BANK, a division of Union BANK OF MONTREAL
Bank of California, N.A.
By
---------------------------
By Title:
---------------------------
Title:
FLEET NATIONAL BANK XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By
---------------------------
Title: By
---------------------------
Title:
CHL HIGH YIELD LOAN PORTFOLIO, a THE LONG-TERM CREDIT BANK OF
unit of The Chase Manhattan Bank JAPAN, LTD., LOS ANGELES AGENCY
By By
--------------------------- ---------------------------
Title: Title:
PILGRIM PRIME RATE TRUST BANQUE FRANCAIS DU COMMERCE
EXTERIEUR
By By
--------------------------- ---------------------------
Title: Title:
By
---------------------------
Title:
Consent and Amendment Xx. 0
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XXXXXXX XXXXX SENIOR FLOATING RATE PROTECTIVE LIFE INSURANCE COMPANY
FUND, INC.
By By
--------------------------- ---------------------------
Title: Title:
CITIZEN'S BANK INDOSUEZ CAPITAL FUNDING II,
LIMITED
By By
--------------------------- ---------------------------
Title: Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By
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Title: By
---------------------------
Title:
Consent and Amendment Xx. 0
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XXX XXXXXXXXXXXXXX AGENT
------------------------
THE CHASE MANHATTAN BANK, as
Administrative Agent
By
-----------------------------------
Title:
Consent and Amendment No. 2
