<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ---------------
Commission file number 0-18495
-----------
Enstar Income/Growth Program Six-B, L.P.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Georgia 58-1754588
- ---------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 824-9990
----------------------------
- --------------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT.
Indicate by check x whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Exhibit Index located at Page E-1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
CONDENSED BALANCE SHEETS
----------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
1994* 1995
---------------- -----------------
(unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 193,100 $ 240,700
Receivables, less allowance of $4,000 and
$3,500 for possible losses 83,400 82,900
Cable materials, equipment, supplies and other 48,600 61,000
Property, plant and equipment less accumulated depreciation
and amortization of $1,549,400 and $1,878,300 3,555,600 3,545,700
Franchise cost, net of accumulated
amortization of $1,540,400 and $1,808,200 2,746,300 2,490,200
Customer lists and other intangible costs, net of
accumulated amortization of $557,300 and $549,500 400,700 328,800
---------- ----------
$7,027,700 $6,749,300
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
-----------------------------------
LIABILITIES:
Notes payable $1,907,500 $1,751,500
Accounts payable 192,700 212,600
Due to affiliates 1,007,000 1,076,800
---------- ----------
TOTAL LIABILITIES 3,107,200 3,040,900
---------- ----------
COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partners (33,400) (35,500)
Limited partners 3,953,900 3,743,900
---------- ----------
TOTAL PARTNERSHIP CAPITAL 3,920,500 3,708,400
---------- ----------
$7,027,700 $6,749,300
========== ==========
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
-2-
<PAGE> 3
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
CONDENSED STATEMENTS OF OPERATIONS
---------------------------------------
<TABLE>
<CAPTION>
Unaudited
----------------------------
Three months ended
September 30,
----------------------------
1994 1995
--------- --------
<S> <C> <C>
REVENUES $ 513,300 $571,000
--------- --------
OPERATING EXPENSES:
Service costs 176,300 191,300
General and administrative expenses 121,300 94,300
General Partner management fees
and reimbursed expenses 50,900 52,900
Depreciation and amortization 267,700 224,000
--------- --------
616,200 562,500
--------- --------
OPERATING INCOME (LOSS) (102,900) 8,500
--------- --------
OTHER INCOME (EXPENSE):
Interest income 100 800
Interest expense (42,400) (44,300)
--------- --------
(42,300) (43,500)
--------- --------
NET LOSS $(145,200) $(35,000)
========= ========
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ (3.92) $ (0.95)
========= ========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 36,626 36,626
========= ========
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE> 4
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
CONDENSED STATEMENTS OF OPERATIONS
--------------------------------------
<TABLE>
<CAPTION>
Unaudited
--------------------------------
Nine months ended
September 30,
--------------------------------
1994 1995
---------- ----------
<S> <C> <C>
REVENUES $1,503,500 $1,644,500
---------- ----------
OPERATING EXPENSES:
Service costs 500,800 532,800
General and administrative expenses 318,200 283,500
General Partner management fees
and reimbursed expenses 156,200 148,800
Depreciation and amortization 755,400 747,500
---------- ----------
1,730,600 1,712,600
---------- ----------
OPERATING LOSS (227,100) (68,100)
---------- ----------
OTHER INCOME (EXPENSE):
Interest income 400 3,600
Interest expense (115,600) (147,600)
---------- ----------
(115,200) (144,000)
---------- ----------
NET LOSS $ (342,300) $ (212,100)
========== ==========
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ (9.25) $ (5.73)
========== ==========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 36,626 36,626
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE> 5
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
STATEMENTS OF CASH FLOWS
----------------------------------------
<TABLE>
<CAPTION>
Unaudited
--------------------------------
Nine months ended
September 30,
--------------------------------
1994 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(342,300) $(212,100)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 755,400 747,500
Amortization of deferred loan costs 100 100
Increase (decrease) from changes in:
Receivables 6,800 500
Cable materials, equipment,
supplies and other (17,100) (12,400)
Deferred loan costs (600) -
Accounts payable and due to affiliates 275,700 89,700
--------- ---------
Net cash provided by operating activities 678,000 613,300
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (349,100) (390,300)
Increase in intangible assets (8,300) (19,400)
--------- ---------
Net cash used in investing activities (357,400) (409,700)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (105,700) (156,000)
Distributions to partners (259,000) -
--------- ---------
Net cash used in financing activities (364,700) (156,000)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (44,100) 47,600
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 156,000 193,100
--------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 111,900 $ 240,700
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
-5-
<PAGE> 6
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
========================================
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
and nine months ended September 30, 1995 and 1994 are unaudited. These
condensed interim financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Partnership's
latest Annual Report on Form 10-K. In the opinion of management, such
statements reflect all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the results of such periods.
The results of operations for the three and nine months ended September 30,
1995 are not necessarily indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
The Partnership has a management and service agreement with a wholly
owned subsidiary of the Corporate General Partner (the "Manager") for a monthly
management fee of 5% of revenues, excluding revenues from the sale of cable
television systems or franchises. Management fees approximated $28,500 and
$82,200 for the three and nine months ended September 30, 1995.
In addition to the monthly management fee described above, the
Partnership reimburses the Manager for direct expenses incurred on behalf of
the Partnership and for the Partnership's allocable share of operational costs
associated with services provided by the Managers. All cable television
properties managed by the Corporate General Partner and its subsidiary are
charged a proportionate share of these expenses. Corporate office allocations
and district office expenses are charged to the properties served based
primarily on the respective percentage of basic subscribers or homes passed
(dwelling units within a system) within the designated service areas. The total
amount charged to the Partnership for these services approximated $24,400 and
$66,600 for the three and nine months ended September 30, 1995. Management fees
and reimbursed expenses due the Corporate General Partner are non- interest
bearing.
Certain programming services have been purchased through an affiliate
of the Partnership. In turn, the affiliate charges the Partnership for these
costs based on an estimate of what the Partnership could negotiate for such
programming services on a stand-alone basis. The Partnership paid the
affiliate $95,300 and $272,900 for programming services for the three and nine
months ended September 30, 1995. Programming fees are included in service costs
in the statements of operations for the three months ended September 30, 1995
and 1994.
-6-
<PAGE> 7
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(concluded)
========================================
3. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Earnings and losses per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, earnings and losses are allocated 99% to the limited partners and
1% to the general partners.
4. RECLASSIFICATIONS
Certain 1994 amounts have been classified to conform to the 1995
presentation.
-7-
<PAGE> 8
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
Compliance with the rules adopted by the Federal Communications
Commission (the "FCC") to implement the rate regulation provisions of the 1992
Cable Act has had a significant negative impact on the Partnership's revenues
and cash flow. Based on certain FCC decisions that have been released, however,
the Partnership's management presently believes that revenues for the first nine
months of 1995 reflect the impact of the 1992 Cable Act in all material
respects. Moreover, recent policy decisions by the FCC make it more likely that
in the future the Partnership will be permitted to increase regulated service
rates in response to specified cost increases, although certain costs may
continue to rise at a rate in excess of that which the Partnership will be
permitted to pass on to its customers. The FCC has recently adopted a procedure
under which cable operators may file abbreviated cost of service showings for
system rebuilds and upgrades, the result of which would be a permitted increase
in regulated rates to allow recovery of a portion of those costs. The FCC has
also proposed a new procedure for the pass-through of increases in inflation and
certain external costs, such as programming costs, under which cable operators
could increase rates based on actual and anticipated cost increases for the
coming year. In addition to these FCC actions, Congress is presently considering
legislation that could significantly revise, among other things, the rate
regulation provisions of the 1992 Cable Act, although there can be no certainty
as to the final provisions of such legislation, or whether it will become law.
Similarly, given events since the enactment of the 1992 Cable Act, there can
also be no assurance as to what, if any, future action may be taken by the FCC,
Congress or any other regulatory authority or court, or the effect thereof on
the Partnership's business.
In addition to the information set forth in this report, reference is
made to the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994 for additional information regarding regulatory matters and
the effect thereof on the Partnership's business.
RESULTS OF OPERATIONS
The Partnership's revenues increased by $57,700, or by 11.2%, and by
$141,000, or by 9.4%, for the three and nine months ended September 30, 1995 as
compared to the corresponding periods in 1994. Of the three months' increase,
$45,500 was due to increases in the number of subscriptions for services,
$27,500 was due to increases in regulated service rates permitted under the
1992 Cable Act and implemented by the Partnership in April 1995, $6,300 was due
to increases in unregulated rates charged for premium services implemented
during the fourth quarter of 1994 and $3,600 was due to increases in other
revenue producing items consisting primarily of advertising sales revenue. The
increases were partially offset by rate decreases implemented in September 1994
to comply with the 1992 Cable Act, estimated by the Partnership to be
approximately $25,200. Of the nine months' increase, $144,700 was due to
increases in the number of subscriptions for services, $30,300 was due to
increases in regulated service rates permitted under the 1992 Cable Act and
implemented by the Partnership in April 1995, $24,400 was due to increases in
other revenue producing items consisting primarily of advertising sales revenue
and $17,200 was due to increases in unregulated rates charged for premium
services implemented
-8-
<PAGE> 9
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
RESULTS OF OPERATIONS (CONTINUED)
during the fourth quarter of 1994. The increases were partially offset by rate
decreases implemented in September 1994 to comply with the 1992 Cable Act,
estimated by the Partnership to be approximately $75,600.
Service costs increased by $15,000, or by 8.5%, and by $32,000, or by
6.4%, for the three and nine months ended September 30, 1995 as compared to the
corresponding periods in 1994. Service costs represent costs directly
attributable to providing cable services to customers. Of the three months'
increase, $22,100 related to increases in programming fees (including primary
satellite fees) and $4,000 was due to increases in franchise fees. These
increases were partially offset by a $5,200 increase in capitalization of labor
and overhead costs resulting from more capital projects in the third quarter of
1995 and by a $4,500 decrease in personnel costs. Of the nine months' increase,
$38,400 related to increases in programming fees (including primary satellite
fees) and $10,600 was due to decreased capitalization of labor and overhead
costs resulting from fewer capital projects in the first nine months of 1995.
These increases were partially offset by a $19,800 decrease in property taxes
and an $8,800 decrease in personnel costs. The increases in programming fees
resulted from higher rates charged by programming suppliers and from expanded
programming usage relating to retransmission consent arrangements implemented
to comply with the 1992 Cable Act.
General and administrative expenses decreased by $27,000, or by 22.3%,
and by $34,700, or by 10.9%, for the three and nine months ended September 30,
1995 as compared to the corresponding periods in 1994. Of the three months'
decrease, $21,600 was due to a decrease in professional fees, $4,900 was due to
an increase in capitalization of labor and overhead costs and $4,800 was due to
a decrease in marketing expense. Of the nine months' decrease, $30,400 was due
to a decrease in professional fees and $10,500 was due to an increase in
capitalization of labor and overhead costs. These decreases were partially
offset by an $8,100 increase in personnel costs, a $6,000 increase in ad sales
expense and a $3,400 increase in postage and messenger expense.
Management fees and reimbursed expenses increased by $2,000, or by
3.9%, and decreased by $7,400, or by 4.7%, for the three and nine months ended
September 30, 1995 as compared to the corresponding periods in 1994. The three
months' increase was due to management fees which increased by $2,800, or by
10.9%, in direct relation to increased revenues. The nine months' decrease was
primarily due to lower reimbursable expenses allocated by the Corporate General
Partner. Reimbursed expenses decreased due to lower allocated personnel costs,
property taxes and postage and telephone expense for the nine months ended
September 30, 1995. Management fees increased by $7,000, or by 9.3%, for the
nine months in direct relation to increases in revenues as described above.
Depreciation and amortization expense decreased by $43,700, or by
16.3%, and by $7,900, or by 1.1%, for the three and nine months ended September
30, 1995 as compared to the corresponding periods in 1994. The three months'
decrease was primarily due to the effect of certain intangible assets becoming
fully amortized and due to a reduction in the estimated remaining life of
certain tangible assets in the third quarter of 1994. The nine months' decrease
was primarily due to the effect of certain intangible assets becoming fully
amortized.
-9-
<PAGE> 10
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
RESULTS OF OPERATIONS (CONCLUDED)
Interest expense, net of interest income, increased by $1,200, or by
2.8%, and by $28,800, or by 25.0%, for the three and nine months ended
September 30, 1995 as compared to the corresponding periods in 1994 due to
higher average interest rates (9.5% and 9.6% for the three and nine month
periods in 1995 versus 8.2% and 7.6% for the corresponding periods in 1994).
The increase was partially offset by a decrease in average borrowings from
$1,942,300 and $1,977,300 for the three and nine months ended September 30,
1994 to $1,750,200 and $1,810,500 for the corresponding periods in 1995.
Due to the factors described above, the Partnership's net loss
decreased by $110,200, or by 75.9%, for the three months and by $130,200, or by
38.0%, for the nine months ended September 30, 1995 as compared to the
corresponding periods in 1994.
LIQUIDITY AND CAPITAL RESOURCES
The FCC's amended rate regulation rules were implemented during the
quarter ended September 30, 1994. Compliance with these rules has had a
negative impact on the Partnership's revenues and cash flow. However, as
discussed above, recent policy decisions of the FCC and pending legislation may
make it more likely that the Partnership will be permitted to increase
regulated service rates in response to certain cost increases.
The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service and capital requirements relating to the
expansion, improvement and upgrade of its cable systems. The Partnership
currently relies exclusively on the availability of cash generated from
operations to fund its ongoing expenses, debt service and capital requirements.
In general, these requirements involve expansion, improvement and upgrade of
the Partnership's existing cable systems. As of the date of this Report,
substantially all of the available channel capacity in the Partnership's
systems is being utilized and each of such systems requires rebuilding. The
rebuild program is presently estimated to require aggregate capital
expenditures of approximately $8.0 million, although the majority of the total
is not planned to be spent until 1998 and 1999. Due to the fact that the
Partnership is currently not able to incur additional borrowings under its term
loan agreement and to the impact of the 1992 Cable Act on the Partnership's
business, there can be no assurance that the Partnership's cash flow and other
sources of capital will be adequate to meet its current and medium term
liquidity requirements, which include necessary capital expenditures of
approximately $925,000 in 1995 and the rebuild program noted above.
Specifically, the Partnership's present credit facility, as amended effective
September 29, 1995, limits 1995 capital expenditures to an aggregate of
$600,000. Even to incur this level of capital expenditures, the Partnership
will be required to defer the payment of additional management fees, reimbursed
expenses and programming fees. There can be no assurance that the Partnership
will obtain the capital necessary to complete its rebuild program. Failure to
rebuild the cable systems in a timely fashion could have a material adverse
effect on the Partnership. Funding rebuild capital expenditures beyond 1995
will require refinancing the Partnership's term loan agreement, and there can
be no assurance that the Partnership will be able to obtain such a refinancing
on acceptable terms.
-10-
<PAGE> 11
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)
As previously disclosed, in response to the FCC's amended rate
regulation rules and the Partnership's capital expenditure requirements,
distributions to Unitholders were discontinued subsequent to the distribution
paid for the period ended May 31, 1994. As stated at the time of the
announcement of this decision, management believes that it is critical for the
Partnership to preserve its liquidity through the retention of cash.
On September 30, 1995, the outstanding balance of the Partnership's
term loan was $1,751,500 and was payable in quarterly installments ranging from
$60,400 to $161,000, plus interest. Scheduled principal payments total $276,800
in 1995 and $342,200 in 1996.
The Partnership's term loan agreement contains certain financial tests
and other covenants including, among others, restrictions relating to
acquisitions of cable systems and capital expenditures. The Partnership
believes that it was in compliance with its debt covenants as of September 30,
1995. As of September 30, 1995, the Partnership owed the Corporate General
Partner $753,600 for deferred management fees and reimbursable expenses, and
also owed an affiliate in excess of $200,000 for programming fees. These
deferred amounts will be repaid when the Partnership refinances its credit
facility or at such time as the cable television systems are sold.
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
Operating activities provided $64,700 less cash during the nine months
ended September 30, 1995 than in the corresponding period in 1994. The
Partnership used $186,000 more cash in the 1995 period for the payment of
liabilities owed to the Corporate General Partner and third party creditors.
Changes in receivables, inventory balances and deferred loan costs used $1,000
more cash in the nine months ended September 30, 1995 than in the prior year
period. Partnership operations generated $122,300 more cash after adding back
non-cash depreciation and amortization charges.
The Partnership used $52,300 more cash in investing activities during
the nine months ended September 30, 1995 than in the comparable nine months of
1994 due to increases of $41,200 in expenditures for tangible assets and
$11,100 for intangible assets. Financing activities used $208,700 less cash in
the nine months ended September 30, 1995 than in the comparable 1994 period due
to the elimination of $259,000 in distributions to partners, partially offset
by a $50,300 increase in repayment of long-term debt.
Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues increased from 32.1% to 40.7% during the third quarter
of 1995 and increased from 35.1% to 41.3% during the first nine months of 1995,
compared to the corresponding 1994 periods. The changes were primarily due to
increased revenues and lower professional fees. EBITDA increased from $164,800
to $232,500, or by 41.1%, for the three months ended September 30, 1995 and
from $528,300 to $679,400, or by 28.6%, for the first nine months of 1995
compared to the corresponding periods of 1994.
-11-
<PAGE> 12
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
INFLATION
Certain of the Partnership's expenses, such as those for wages and
benefits, equipment repair and replacement and billing and marketing generally
increase with inflation. The Partnership does not believe that its financial
results have been, or will be, adversely affected by inflation, provided that
it is able to increase its service rates periodically, of which there can be no
assurance due to the re-regulation of rates charged for certain cable services.
-12-
<PAGE> 13
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10.19 - Amendment No. 4 to Credit Agreement dated
December 14, 1990 between Enstar Income/Growth Program Six-B and
the First National Bank of Boston, dated September 29, 1995.
(b) No reports on Form 8-K were filed for the quarter for which this
report is filed.
-13-
<PAGE> 14
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
a GEORGIA LIMITED PARTNERSHIP
-----------------------------
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: November 6, 1995 By: /s/ Michael K. Menerey
-----------------------
Michael K. Menerey,
Chief Financial Officer
<PAGE> 15
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
10.19 Amendment No. 4 to Credit Agreement dated December 14, 1990
between Enstar Income/Growth Program Six-B and the First
National Bank of Boston, dated September 29, 1995.
</TABLE>
E-1
<PAGE> 1
EXHIBIT 10.19
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
c/o Falcon Holding Group, Inc.
10866 Wilshire Boulevard
Los Angeles, California 90024
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
As of September 29, 1995
The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 021 10
Attention: Media and Communications Department
Dear Lender:
The undersigned, Enstar Income/Growth Program Six-B, L.P., a Georgia
limited partnership (the "Company"), hereby agrees with you as follows:
1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS. Reference is made to the
Credit Agreement dated as of December 14, 1990, as in effect on the date hereof
(the "Credit Agreement"), between the Company and you. Terms defined in the
Credit Agreement and not otherwise defined herein are used herein with the
meanings so defined.
2. AMENDMENT OF CREDIT AGREEMENT. Subject to all of the terms and
conditions hereof, effective as of the date on which the condition set forth in
Section 4 hereof is satisfied (the "Effective Date"), the Credit Agreement is
hereby amended, as follows:
2..1. Amendment of Section 7,12. Section 7.12 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"7.12 Limitations on Capital Expenditures. At no time during any
period specified in the table below shall the Capital Expenditures of
the Company exceed the amount specified in the table below for such
period:
<PAGE> 2
<TABLE>
<CAPTION>
Fiscal Year ending Amount
------------------ ------
<S> <C>
December 31, 1995 $600,000
After December 3 1, 1995 $250,000"
</TABLE>
3. NO DEFAULT. The Company hereby represents and warrants that, after
giving effect to the amendment of the Credit Agreement provided for in Section
2 hereof, no Default has occurred and is continuing.
4. CONDITIONS. The effectiveness of the amendment to the Credit
Agreement provided for in Section 2 hereof shall be subject to the prior
satisfaction of the following condition:
4..1. Administration Fee. On the Effective Date, the Company shall
have paid you an administration fee in the amount of $5,000.
5. MISCELLANEOUS. This Agreement and the Credit Agreement as amended
hereby are Bank Agreements. Except to the extent specifically amended hereby,
the provisions of the Credit Agreement shall remain unmodified, and the Credit
Agreement as amended hereby is confirmed as being in full force and effect.
The invalidity or unenforceability of any term or provision hereof or of the
Credit Agreement as amended hereby shall not affect the validity or
enforceability of any other term or provision hereof or thereof. The headings
of this Agreement are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. This Agreement may be executed in any
number of counterparts which together shall constitute one instrument, shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of The Commonwealth of Massachusetts and shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns,
including as such successors and assigns all holders of any Bank Obligation.
<PAGE> 3
If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Company. This letter shall become a
binding agreement between you and the Company as of the date hereof when so
accepted by you.
Very truly yours,
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.,
a Georgia limited partnership
By Enstar Communications Corporation,
a Georgia corporation,
General Partner
By:
-----------------------
Title:
The foregoing is hereby accepted
and agreed to:
THE FIRST NATIONAL BANK OF BOSTON
By:
---------------------
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1995, AND THE STATEMENTS OF OPERATIONS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 240,700
<SECURITIES> 0
<RECEIVABLES> 86,400
<ALLOWANCES> 3,500
<INVENTORY> 61,000
<CURRENT-ASSETS> 0
<PP&E> 5,424,000
<DEPRECIATION> 1,878,300
<TOTAL-ASSETS> 6,749,300
<CURRENT-LIABILITIES> 1,289,400
<BONDS> 1,751,500
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,749,300
<SALES> 0
<TOTAL-REVENUES> 1,644,500
<CGS> 0
<TOTAL-COSTS> 1,712,600
<OTHER-EXPENSES> (3,600)
<LOSS-PROVISION> 41,200
<INTEREST-EXPENSE> 147,600
<INCOME-PRETAX> (212,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (212,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (212,100)
<EPS-PRIMARY> (5.73)
<EPS-DILUTED> 0
</TABLE>
