Agreement, this Third Amendment and the Ninth Amendment, with respect
to franchises covering at least 80% of the subscribers in cable systems
owned or operated by Falcon First, Inc.
(f) The fees and expenses incurred by the Purchasers in
connection with this Third Amendment and the Ninth Amendment, including
the fees and disbursements of counsel to the Purchasers, shall have
been paid, or the Company shall have agreed to pay such amounts within
10 days of receipt of an invoice therefor.
(g) The Purchasers shall have received such certificates and
other evidence as they may reasonably request with respect to the due
authorization and the taking of all necessary corporate and partnership
action in connection with the execution and delivery by the Company,
Holding, L.P. and Holding, Inc. of the agreements and instruments
contemplated by this Third Amendment.
(h) All proceedings taken in connection with this Third
Amendment and all documents and papers relating thereto shall be
satisfactory to the Purchasers and their special counsel. The
Purchasers and their special counsel shall have received copies of such
documents and papers as they may reasonably request in connection
therewith, all in form and substance satisfactory to the Purchasers and
their special counsel.
5. Each party hereby represents to the other that the individuals
executing this Third Amendment on its behalf are the duly appointed signatories
of the respective parties to this Third Amendment and that they are authorized
to execute this Third Amendment by or on behalf of the respective party for whom
they are signing and to take any and all action required by the terms of the
6. Except as amended hereby, the Agreement remains unchanged and, as
amended hereby, the Agreement remains in full force and effect. The Company
hereby reaffirms all of its obligations and undertakings under the Agreement as
amended hereby, and the Notes (as such term is defined in the Agreement), as
amended hereby. All references to the Agreement, the 11.56% Series A
Subordinated Notes (as defined in the Agreement) and the 11.56% Series B
Subordinated Notes (as defined in the Agreement) shall mean the Agreement and
such Notes as amended by this Third Amendment.