<PAGE>



                                                                   Exhibit 10.59

                             FALCON RESTRICTED COMPANIES
                        AMENDED AND RESTATED CREDIT AGREEMENT

                                   AMENDMENT NO. 3

     This Agreement, dated as of February 6, 1998, is among the affiliates of 
Falcon Holding Group, L.P., a Delaware limited partnership, set forth on the 
signature pages hereto, BankBoston, N.A., as Managing Agent for itself and 
the other Lenders, Toronto-Dominion (Texas) Inc., as Administrative Agent and 
NationsBank of Texas, N.A., as Syndication Agent.  The parties agree as 
follows:

1.   Reference to Credit Agreement; Definitions.  Reference is made to the 
Amended and Restated Credit Agreement, dated as of July 12, 1996, among the 
parties hereto  (as amended, modified and in effect prior to giving effect to 
this Consent, the "Credit Agreement").  Terms defined in the Credit Agreement 
as amended hereby (the "Amended Credit Agreement") and not otherwise defined 
herein are used herein with the meanings so defined. 

2.   Amendments to Credit Agreement.  In reliance upon the representations 
and warranties set forth in Section 4, the Credit Agreement is amended as 
follows, effective upon the date hereof: 

     2.1.   Amendment of Section 1.39.  The definition of "Consolidated Cash 
Interest Expense" in Section 1.39 of the Credit Agreement is amended to read 
in its entirety as follows:

     "1.39. "Consolidated Cash Interest Expense" means, for any period, the 
aggregate amount of interest, including payments in the nature of interest 
under Capitalized Leases and Interest Rate Protection Agreements, accrued by 
the Restricted Companies on Consolidated Total Debt (whether such interest is 
reflected as an item of expense or capitalized) in accordance with GAAP on a 
Consolidated basis; provided, however, that Consolidated Cash Interest 
Expense shall include commitment fees and other Lender fees included in 
interest expense in accordance with GAAP and Distributions to Holding, L.P. 
described in Section 7.10.3(a) on account of interest on Indebtedness 
incurred by Holding, L.P., but shall not include PIK Interest Payments."

     2.2.   Amendment of Section 7.5.2.  Section 7.5.2 of the Credit 
Agreement is amended to read in its entirety as follows:

     "7.5.2.  Consolidated Operating Cash Flow to Consolidated Cash Interest 
Expense.  On the last day of each quarter, Consolidated Operating Cash Flow 
for the three-month period then ending shall exceed (a) through December 
1998, 150% and (b) from and after March 1999, 200% of Consolidated Cash 
Interest Expense for such period." 

<PAGE>

     2.3.   Amendment of Section 7.10.3.  Section 7.10.3 of the Credit 
Agreement is amended to read in its entirety as follows:

     "7.10.3. So long as immediately before and after giving effect thereto 
no Default exists, the Restricted Companies may make (a) Distributions to 
Holding, L.P. on or about March 15 and September 15 in each year in an amount 
on each such date not exceeding $15,525,000, which Distributions are used 
exclusively for Holding, L.P. to pay mandatory scheduled payments then due of 
principal of, and accrued interest on, Holding, L.P.'s Indebtedness for 
borrowed money permitted to be incurred by Holding, L.P. under the Holding 
Pledge and Subordination Agreement and (b) redemptions of equity interests in 
any Holding Company owned by members of management (other than Marc B. 
Nathanson) upon termination of employment in an aggregate amount not 
exceeding $1,000,000 in any year."

3.   Amendment of Holding Pledge and Subordination Agreement.  In reliance 
upon the representations and warranties set forth in Section 4, Section 5.6 
of the Holding Pledge and Subordination Agreement is amended to read in its 
entirety as follows, effective upon the date hereof:

     "5.6.  No Cash Payments on Senior Subordinated Debt.  Prior to September 
30, 2000, neither Pledgor shall make any cash payment of principal of or 
interest on the Senior Subordinated Notes issued by Holding, L.P. except 
directly from the proceeds of Distributions permitted by Section 7.10.3(a) of 
the Credit Agreement."

4.   Representation and Warranty.  In order to induce the Lenders to enter 
into this Agreement, each of the Restricted Companies jointly and severally 
represents and warrants to the Lenders that immediately before and after 
giving effect to the amendments set forth in Section 2, no Default will exist.

5.   General.  The Amended Credit Agreement and all of the other Credit 
Documents are each confirmed as being in full force and effect.  This 
Agreement, the Amended Credit Agreement and the other Credit Documents 
referred to herein or therein constitute the entire understanding of the 
parties with respect to the subject matter hereof and thereof and supersede 
all prior and current understandings and agreements, whether written or oral, 
with respect to such subject matter.  The invalidity or unenforceability of 
any provision hereof shall not affect the validity or enforceability of any 
other term or provision hereof, and any invalid or unenforceable provision 
shall be enforced to the maximum extent of its validity or enforceability.  
The headings in this Agreement are for convenience of reference only and 
shall not alter, limit or otherwise affect the meaning hereof.  Each of this 
Agreement and the Amended Credit Agreement is a Credit Document and this 
Agreement may be executed in any number of counterparts, which together shall 
constitute one instrument, and shall bind and inure to the benefit of the 

                                    -2-

<PAGE>

parties and their respective successors and assigns, including as such 
successors and assigns all holders of any Note.  This Agreement shall be 
governed by and construed in accordance with the laws (other than the 
conflict of laws rules) of The Commonwealth of Massachusetts.

                                    -3-

<PAGE>

     Each of the undersigned has caused this Agreement to be executed and 
delivered by its duly authorized officer as an agreement under seal as of the 
date first above written.

                                   FALCON CABLE MEDIA, A CALIFORNIA
                                     LIMITED PARTNERSHIP
                                   FALCON CABLE SYSTEMS COMPANY II, L.P.
                                   FALCON CABLEVISION, A CALIFORNIA
                                     LIMITED PARTNERSHIP
                                   FALCON COMMUNITY CABLE, L.P.
                                   FALCON COMMUNITY VENTURES I
                                     LIMITED PARTNERSHIP
                                   FALCON TELECABLE, A CALIFORNIA
                                     LIMITED PARTNERSHIP
                                   FALCON COMMUNITY INVESTORS, L.P.
                                   FALCON INVESTORS GROUP, LTD., A
                                     CALIFORNIA LIMITED PARTNERSHIP
                                   FALCON MEDIA INVESTORS GROUP, A
                                     CALIFORNIA LIMITED PARTNERSHIP
                                   FALCON TELECABLE INVESTORS GROUP,
                                     A CALIFORNIA LIMITED PARTNERSHIP
                                   FALCON TELECOM, L.P.

                                   By   FALCON HOLDING GROUP, INC., as
                                        general partner, or general partner of
                                        the general partner, of each of the
                                        foregoing Restricted Companies

                                   By    /s/ Michael K. Menerey
                                      ----------------------------------------
                                     Title:  Michael K. Menerey
                                             Chief Financial Officer


                                   FALCON FIRST, INC.



                                   By    /s/ Michael K. Menerey
                                      ----------------------------------------
                                     Title:  Michael K. Menerey
                                             Chief Financial Officer

<PAGE>

                                   ATHENS CABLEVISION, INC.
                                   AUSABLE CABLE TV, INC.
                                   CEDAR BLUFF CABLEVISION, INC.
                                   DALTON CABLEVISION, INC.
                                   EASTERN MISSISSIPPI CABLEVISION, INC.
                                   FALCON FIRST CABLE OF NEW YORK, INC.
                                   FALCON FIRST CABLE OF THE SOUTHEAST,
                                      INC.
                                   FALCON FIRST HOLDINGS, INC.
                                   FF CABLE HOLDINGS, INC.
                                   LAUDERDALE CABLEVISION, INC.
                                   MULTIVISION NORTHEAST, INC.
                                   MULTIVISION OF COMMERCE, INC.
                                   PLATTSBURG CABLEVISION, INC.
                                   SCOTTSBORO CABLEVISION, INC.
                                   SCOTTSBORO TV CABLE, INC.


                                   By    /s/ Michael K. Menerey
                                      ----------------------------------------
                                        As an authorized officer of each of the
                                        foregoing corporations

                                   FALCON HOLDING GROUP, L.P. 
                                   By FALCON HOLDING GROUP, INC.,
                                      general partner


                                   By    /s/ Michael K. Menerey
                                      ----------------------------------------
                                     Title:  Michael K. Menerey
                                             Chief Financial Officer


                                   FALCON HOLDING GROUP, INC.


                                   By    /s/ Michael K. Menerey
                                      ----------------------------------------
                                     Title:  Michael K. Menerey
                                             Chief Financial Officer

<PAGE>

                                   BANKBOSTON, N.A., as Managing Agent


                                   By    /s/ David B. Herter
                                      ----------------------------------------
                                     Title:  Managing Director


                                   TORONTO-DOMINION (TEXAS) INC., as
                                   Administrative Agent


                                   By    /s/ Sophia D. Sgarbi
                                      ----------------------------------------
                                     Title:  Sophia D. Sgarbi
                                             Vice President


                                   NATIONSBANK OF TEXAS, N.A., as Syndications
                                   Agent


                                   By    /s/ Rosario Echeverria
                                      ----------------------------------------
                                     Title:  Vice President



                                   The foregoing Agreement
                                   is consented to by the following Lenders: 


                                   ABN AMRO BANK, N.V.


                                   By:    /s/ James Dunleavy
                                      ----------------------------------------
                                      Title:  James Dunleavy
                                              Senior Vice President




                                   By:    /s/ William S. Bennett
                                      ----------------------------------------
                                      Title:  William S. Bennett
                                              Vice President

<PAGE>

                                   ABN-AMRO BANK N.V., LOS ANGELES
                                   INTERNATIONAL BRANCH

                                   By:  ABN Amro North America, Inc., as agent


                                   By
                                      ----------------------------------------
                                      Title:


                                   By
                                      ----------------------------------------
                                      Title:


                                   BANK OF AMERICA N.T. & S.A.


                                   By   /s/ Shannon T. Ward
                                      ----------------------------------------
                                      Title:  Shannon T. Ward
                                              Vice President


                                   BANK OF MONTREAL


                                   By    /s/ Karen S. Klapper
                                      ----------------------------------------
                                      Title:  Karen Klapper
                                              Director


                                   BANQUE FRANCAISE DU COMMERCE EXTERIEUR


                                   By
                                      ----------------------------------------
                                      Title:


                                   By
                                      ----------------------------------------
                                      Title:

<PAGE>

                                   BANQUE NATIONALE DE PARIS


                                   By    /s/ Clive Bettles
                                      ----------------------------------------
                                      Title:  Senior Vice President & Manager


                                   By    /s/ Marc Schaefer
                                      ----------------------------------------
                                      Title:  Assistant Vice President


                                   BANQUE PARIBAS


                                   By  Tom G. Brandt / Darlynn Ernst
                                      ----------------------------------------
                                      Title:  V.P.  /   AVP


                                   BARCLAYS BANK PLC


                                   By    /s/ James K. Downey
                                      ----------------------------------------
                                      Title:  Associate Director


                                   THE CHASE MANHATTAN BANK 


                                   By    /s/ Mitch Geruis
                                      ----------------------------------------
                                      Title:  Vice President


                                   CITY NATIONAL BANK


                                   By    /s/ Rod P. Bollins
                                      ----------------------------------------
                                      Title:  Rod Bollins
                                              Vice President

<PAGE>

                                   CIBC, INC.


                                   By    /s/ Lorain Granberg
                                      ----------------------------------------
                                      Title:  Executive Director CIBC 
                                              Oppenheimer Corp., as
                                              agent


                                   CREDIT LYONNAIS, NEW YORK BRANCH


                                   By    /s/ Mark D. Thorsheim
                                      ----------------------------------------
                                      Title:  Mark D. Thorsheim
                                              Vice President


                                   FLEET BANK, N.A.


                                   By    /s/ Garret Komjathy
                                      ----------------------------------------
                                      Title:  Garret Komjathy
                                              Vice President


                                   THE FUJI BANK, LIMITED LOS ANGELES AGENCY

                                   By    /s/ Masahito Fukuda
                                      ----------------------------------------
                                      Title:  Masahito Fukuda
                                              Joint General Manager

                                   THE LONG-TERM CREDIT BANK OF JAPAN, LTD. LOS
                                   ANGELES AGENCY

                                   By    /s/ T. Morgan Edwards II
                                      ----------------------------------------
                                      Title:  Deputy General Manager


                                   MEESPIERSON CAPITAL CORP.

                                   By    /s/ John Connors
                                      ----------------------------------------
                                      Title:  EVP


                                   By    /s/ Claudia J. Chifos
                                      ----------------------------------------
                                      Title:  Managing Director

<PAGE>

                                   Octagon Credit Investors Loan Portfolio
                                   (a unit of The Chase Manhattan Bank)


                                   By    /s/ Andrew D. Gordon
                                      ----------------------------------------
                                      Title:  Andrew D. Gordon
                                              Managing Director


                                   COOPERATIEVE CENTRALE RAIFFEISEN-
                                   BOERENLEENBANK B.A., "RABOBANK
                                   NEDERLAND", NEW YORK BRANCH


                                   By    /s/ Dana W. Hemenway
                                      ----------------------------------------
                                      Name:  Dana W. Hemenway
                                      Title:  Vice President

                                   By    /s/ W. Pieter C. Kodde
                                      ----------------------------------------
                                      Name:  W. Pieter C. Kodde
                                      Title:  Vice President


                                   RIGGS BANK N.A.


                                   By    /s/ Jeffrey P. White
                                      ----------------------------------------
                                      Title:  Jeffrey P. White
                                              Vice President


                                   SENIOR DEBT PORTFOLIO

                                   By: BOSTON MANAGEMENT AND
                                   RESEARCH, as investment advisor

                                   By    /s/ Barbara Campbell
                                      ----------------------------------------
                                      Title:  Assistant Treasurer

                                   SOCIETE GENERALE


                                   By:    /s/ Mark Vigil
                                        -------------------------------
                                        Title:  Mark Vigil
                                                Vice President

<PAGE>

                                   THE SUMITOMO BANK, LIMITED


                                   By
                                      ----------------------------------------
                                      Title:


                                   By
                                      ----------------------------------------
                                      Title:


                                   SUMMIT BANK


                                   By    /s/ C. J. Annas
                                      ----------------------------------------
                                      Title:  VP


                                   SUNTRUST BANK, CENTRAL FLORIDA N.A.


                                   By    /s/ Janet P. Sammons
                                      ----------------------------------------
                                      Title:  Vice President


                                   UNION BANK OF CALIFORNIA, N.A.


                                   By    /s/ Bryan G. Petermann
                                      ----------------------------------------
                                      Title:  Bryan G. Petermann
                                              Vice President


                                   VAN KAMPEN AMERICAN CAPITAL
                                   PRIME RATE INCOME TRUST


                                   By    /s/ Jeffrey W. Maillet
                                      ----------------------------------------
                                      Title:  Jeffrey W. Maillet
                                              Sr. Vice Pres. & Director