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EXHIBIT 4.1
ASCENT ENTERTAINMENT GROUP, INC.,
AND
THE BANK OF NEW YORK
TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF
JUNE 8, 2000
TO
INDENTURE
DATED AS OF
DECEMBER 22, 1997
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THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplement"), is
entered into as of June 8, 2000, between Ascent Entertainment Group, Inc., a
Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee are parties to an
Indenture dated as of December 22, 1997 (the "Indenture", capitalized terms used
and not otherwise defined herein having the respective meanings assigned to such
terms in the Indenture), pursuant to which the Company's 11 7/8% Notes Due 2004
(the "Notes") were issued and are outstanding; and
WHEREAS, the Company, Liberty Media Corporation, a Delaware
corporation ("Liberty") and Liberty AEG Acquisition, Inc., a Delaware
corporation and wholly owned indirect subsidiary of Liberty ("Liberty Sub"),
have entered into an Agreement and Plan of Merger dated February 22, 2000 (the
"Merger Agreement"), pursuant to which (1) Liberty and Liberty Sub commenced a
tender offer and acquired approximately 85% of the outstanding shares of common
stock, par value $.01 per share, of the Company and (2) Liberty Sub is to be
merged with and into the Company upon the terms and subject to the conditions
set forth therein (the "Merger"); and
WHEREAS, under Section 801 of the Indenture, the Company may
not merge with another corporation unless the Company, as the surviving
corporation, could, immediately after such transaction and after giving pro
forma effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) pursuant to the first paragraph of Section
1010 of the Indenture, which provides:
"The Company will not, and will not permit any Restricted Subsidiary
to, create, issue, assume, guarantee or in any manner become directly
or indirectly liable for the payment of, or otherwise incur
(collectively, "incur"), any Indebtedness (including Acquired
Indebtedness and the issuance of Disqualified Stock), except that (x)
the Company may incur Indebtedness if, at the time of such event, the
Fixed Charge Coverage Ratio for the immediately preceding four full
fiscal quarters for which internal financial statements are available,
taken as one accounting period, would have been equal to at least 2.0
to 1.0 and (y) OCC may incur Indebtedness if, at the time of such
event, the OCC Fixed Charge Coverage Ratio for the immediately
preceding four full fiscal quarters for which internal financial
statements are available, taken as one accounting period, would have
been equal to at least 2.0 to 1.0."
; and
WHEREAS, although immediately after the Merger, the Company
would fail to meet the requirements of Section 801(c) of the Indenture, neither
the Fixed Charge Coverage Ratio nor the OCC Fixed Charge Coverage Ratio, as
calculated for the immediately preceding
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four full fiscal quarters under Section 1010 of the Indenture, would be higher
immediately after the Merger than immediately prior to the Merger; and
WHEREAS, Section 901(g) of the Indenture provides that under
certain conditions, the Company, when authorized by a Board Resolution, and the
Trustee may, without the consent of any Holders, amend or supplement the
Indenture, inter alia, to make any provisions with respect to matters or
questions arising under the Indenture that do not adversely affect the interests
of the Holders in any material respect; and
WHEREAS, in connection with the Merger Agreement and the
proposed Merger, the Company and the Trustee, in accordance with Section 901 of
the Indenture and pursuant to appropriate Board Resolutions, have duly
determined to make and execute this First Supplemental Indenture in order to
permit the consummation of the Merger;
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows:
SECTION ONE
AMENDMENT TO INDENTURE
Section 801(c) of the Indenture is hereby amended by adding
the following proviso to the end thereof:
"provided however, this Section 801(c) shall not apply to a merger of
the Company with a corporation formed and operated solely for the
purpose of acquiring and holding stock in the Company, in which the
Company is the surviving corporation, and immediately after which
neither the Fixed Charge Coverage Ratio nor the OCC Fixed Charge
Coverage Ratio, each as required to be calculated for the immediately
preceding four full fiscal quarters under Section 1010 of this
Indenture, is higher than immediately prior to the merger;"
SECTION TWO
RATIFICATION
Except as expressly amended and supplemented by this
Supplement, the Indenture shall remain unchanged and in full force and effect.
This Supplement shall be construed as supplemental to the Indenture and shall
form a part thereof.
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SECTION THREE
GOVERNING LAW
This Supplement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed therein.
SECTION FOUR
COUNTERPARTS
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, each of the Company and the Trustee, has
caused this Supplement to be signed as of the day and year first above written.
ASCENT ENTERTAINMENT GROUP, INC.
By
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Arthur M. Aaron
Vice President, Business Affairs
THE BANK OF NEW YORK, Trustee
By
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Name:
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Title:
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