EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September 30, 1998, by and among Falcon Holding Group, L.P., a Delaware limited
partnership ("FHGLP"), Falcon Funding Corporation, a California corporation
("FFC"), Falcon Communications, L.P. , a California limited partnership ("New
Falcon") and United States Trust Company of New York, as Trustee (the
"Trustee").
W I T N E S S E T H :
WHEREAS, as of the date hereof, pursuant to a Contribution and Purchase
Agreement, dated as of December 30, 1997, as amended, FHGLP contributed
substantially all of the existing cable operations owned by FHGLP and its
subsidiaries to New Falcon and TCI Falcon Holdings, LLC ("TCI") contributed
certain cable television systems owned and operated by affiliates of TCI to New
Falcon, in each case in exchange for limited partnership interests of New Falcon
(the "TCI Transaction");
WHEREAS, pursuant to Section 5.01 of the Indenture, relating to the 8.375%
Senior Debentures due 2010 (the "Senior Debentures") and the 9.285% Senior
Discount Debentures due 2010 (the "Senior Discount Debenture," and collectively
with the Senior Debentures, the "Debentures"), dated as of April 3, 1998 (the
"Indenture"), in connection with consummation of the TCI Transaction, New Falcon
is to be substituted for FHGLP as an obligor under the Debentures and the
Indenture and thereupon FHGLP is to be released and discharged from any further
obligation or liability with respect to the Debentures and the Indenture;
WHEREAS, the final offering memorandum for the Debentures, dated as of
March 31, 1998 (the "Offering Memorandum"), and the outstanding Debentures
provide that, upon a Change of Control, an offer to purchase the Senior
Debentures and the Senior Discount Debentures must be commenced at 101% of the
principal amount thereof and the Accreted Value thereof, respectively, in each
case plus accrued and unpaid interest;
WHEREAS, Section 4.18 of the Indenture provides that, upon a Change of
Control, an offer to purchase the Senior Debentures and the Senior Discount
Debentures must be commenced at 100% of the principal amount thereof and the
Accreted Value thereof, respectively, in each case plus accrued and unpaid
interest
WHEREAS, pursuant to Section 9.01(a) of the Indenture, the parties to this
Supplemental Indenture desire to amend Section 4.18 of the Indenture to be
consistent with the disclosure in the Offering Memorandum and the terms of the
outstanding Debentures;
WHEREAS, all things necessary to make this Supplemental Indenture a valid
supplement to the Indenture according to its terms and the terms of the
Indenture have been done; and
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All capitalized terms
used herein without definition herein shall have the meanings ascribed thereto
in the Indenture.
SECTION 2. Amendments to the Indenture. Subject to Section 3 hereof, the
Indenture is hereby amended as follows:
(a) New Falcon shall be hereby substituted as an obligor under the
Debentures and the Indenture;
(b) FHGLP shall be hereby released and discharged from any further
obligation or liability with respect to the Debentures and the
Indenture; and
(c) The references to 100% in Section 4.18(a) of the Indenture
shall be amended to read 101%.
SECTION 3. Governing Law. The laws of the State of New York shall govern
this Supplemental Indenture, without regard to the choice of law provisions
thereof.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Ratification. Except as expressly amended hereby, each provision
of the Indenture shall remain in full force and effect and, as amended hereby,
the Indenture is in all respects agreed to, ratified and confirmed by each of
the Issuers and the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.,
its General Partner
By: /s/Stanley S. Itskowitch
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Stanley S. Itskowitch
Executive Vice President and
General Counsel
FALCON FUNDING CORPORATION
By: /s/Stanley S. Itskowitch
--------------------------
Stanley S. Itskowitch
Executive Vice President and
General Counsel
FALCON COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.,
its general partner
By: Falcon Holding Group, Inc.,
its general partner
By: /s/Stanley S. Itskowitch
--------------------------
Stanley S. Itskowitch
Executive Vice President and
General Counsel
UNITED STATES TRUST COMPANY OF NEW YORK, as
Trustee
By: /s/Margaret M. Ciesmelewski
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Margaret M. Ciesmelewski
Assistant Vice President