Exhbit 10.65
May 12, 1998
TCI Falcon Holdings, LLC
c/o Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, Colorado 80111-3000
Gentlemen:
Reference is made to (i) the Contribution and Purchase Agreement dated as
of December 30, 1997 between Falcon Holding Group, L.P. ("FHGLP"), Falcon
Communications, L.P. ("New Falcon"), TCI Falcon Holdings, LLC ("TCI"), and
certain other persons (the "Contribution Agreement"), (ii) the First Amendment
to the Contribution Agreement dated as of March 23, 1998 (the "First
Amendment"), (iii) the Second Amendment to the Contribution Agreement dated as
of April 2, 1998 (the "Second Amendment"), (iv) the Amended and Restated
Agreement of Limited Partnership of Falcon Communications, L.P., dated as of
December 30, 1997 (the "NewFalcon Agreement") between FHGLP and TCI, and (v) the
Offer to Purchase and Consent Solicitation Statement of FHGLP dated as of April
20, 1998 describing FHGLP's offer to purchase (the "Notes Tender Offer") all of
its outstanding 11% Senior Subordinated Notes due 2003 (the "Notes").
Capitalized terms used in this letter and not otherwise defined in this letter
shall have the meanings assigned to them in the First Amendment.
This letter, when countersigned by TCI below, will constitute an amendment
to the Contribution Agreement, as previously amended by the First Amendment and
the Second Amendment, as follows:
1. For all purposes under the Contribution Agreement, all terms and
provisions of the First Amendment (including all consents, agreements and
waivers contained in the First Amendment) are incorporated in this amendment as
if stated herein, except that FHGLP may, if it so elects, finance the Notes
Tender Offer and the Notes Redemption with borrowings under the Bank Credit
Agreement, as amended by Amendment No. 4 to the Bank Credit Agreement.
2. FHGLP and TCI agree that the Contribution Agreement is hereby deemed
amended in all respects necessary to give effect to the consents, agreements,
and waivers contained in this amendment, whether or not a particular Section or
provision of the Contribution Agreement is referred to in the First Amendment or
the Second Amendment and thereby
TCI Falcon Holdings, LLC
Page 2
incorporated herein. Except as amended hereby, the Contribution Agreement, as
previously amended by the First Amendment and the Second Amendment, shall remain
unchanged and in full force and effect, and this amendment shall be governed by
and subject to the terms of the Contribution Agreement, as amended by the First
Amendment and the Second Amendment, and as amended hereby. From and after the
date of this amendment, each reference in the Contribution Agreement to "this
Agreement," "hereof," "hereunder," or words of like import, and all references
to the Contribution Agreement in any and all agreements, instruments, documents,
notes, certificates, and other writings of every kind and nature (other than in
this amendment or as otherwise expressly provided) shall be deemed to mean the
Contribution Agreement, as amended by the First Amendment, the Second Amendment
and this amendment.
3. This amendment may be referred to as the Third Amendment to the
Contribution Agreement.
TCI Falcon Holdings, LLC
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Please indicate your agreement to the foregoing by executing below and
returning one fully executed original to Mr. Stanley Itskowitch at the address
for FHGLP set forth in the NewFalcon Agreement.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Itskowitch
---------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President
FALCON COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Itskowitch
---------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President
AGREED AND ACCEPTED AS OF
THIS 12TH DAY OF MAY 1998
TCI FALCON HOLDINGS, LLC
By: /s/ William R. Fitzgerald
------------------------------------
Name: William R. Fitzgerald
Title: Vice President