SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 1998
FALCON COMMUNICATIONS, L.P.
(formerly Falcon Holding Group, L.P.)
FALCON FUNDING CORPORATION
--------------------------------------------------------------
(Exact Name of Registrants as Specified in Their Charters)
CALIFORNIA
CALIFORNIA
--------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
333-55755 95-4654565
333-55755-01 95-4681480
------------ ----------
(Commission File Numbers) (I.R.S. Employer Identification Numbers)
10900 WILSHIRE BOULEVARD - 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
--------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(310) 824-9990
--------------------------------------------------------------
(Registrants' Telephone Number, Including Area Code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On September 30, 1998, pursuant to a Contribution and Purchase Agreement,
dated as of December 30, 1997, as amended, Falcon Holding Group, L.P. ("FHGLP")
contributed substantially all of the existing cable television system operations
owned by FHGLP and its subsidiaries to Falcon Communications, L.P. (the
"Partnership") and TCI Falcon Holdings, LLC, an affiliate of
Tele-Communications, Inc. ("TCI"), contributed certain cable television systems
owned and operated by affiliates of TCI (the "TCI Systems") to the Partnership
(the "TCI Transaction"). As a result, the Partnership, through its subsidiaries,
now owns cable television systems serving more than one million customers, with
TCI holding approximately 46% of the equity interests of the Partnership and
FHGLP holding the remaining 54% and managing the Partnership. A detailed
description of the principal steps of the TCI Transaction and certain
relationships among the parties involved can be found in the Registration
Statement on Form S-4 (SEC file no. 333-55755) (the "Form S-4") under the
captions "The TCI Transaction" and "Certain Relationships and Related
Transactions," respectively, and such descriptions are incorporated herein by
this reference. In a joint press release dated September 30, 1998, the
Partnership and TCI announced the consummation of the TCI Transaction. A copy of
this press release is being filed as Exhibit 99.1 to this report.
Prior to consummation of the TCI Transaction, FHGLP and its wholly owned
subsidiary, Falcon Funding Corporation ("FFC"), were co-obligors under an
Indenture, dated as of April 3, 1998 (the "Indenture"), relating to $375,000,000
aggregate principal amount of 8.375% Senior Debentures due 2010 (the "Senior
Debentures") and $435,250,000 aggregate principal amount at maturity of 9.285%
Senior Discount Debentures due 2010 (the "Senior Discount Debentures" and,
collectively with the Senior Debentures, the "Debentures"). Pursuant to Section
5.01 of the Indenture, in connection with consummation of the TCI Transaction,
the Partnership was substituted for FHGLP as an obligor under the Debentures and
the Indenture and thereupon FHGLP was released and discharged from any further
obligation with respect to the Debentures and the Indenture. On September 30,
1998, FHGLP, FFC, the Partnership and United States Trust Company of New York,
as trustee under the Indenture, executed a supplemental indenture (the "First
Supplemental Indenture") to the Indenture which effected the foregoing
substitution and release. A copy of the First Supplemental Indenture is being
filed as Exhibit 4.1 to this report. FFC remains as an obligor under the
Debentures and the Indenture and is now a wholly owned subsidiary of the
Partnership.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of the TCI Systems for the three years
ended December 31, 1997 were previously filed in the Form S-4. Interim financial
information for the nine months ended September 30, 1998 will be filed on or
before December 14, 1998.
(b) Pro Forma Financial Information.
Pro forma financial statements for the year ended December 31, 1997 were
previously filed in the Form S-4. Pro forma financial statements for the nine
months ended September 30, 1998 will be filed on or before December 14, 1998.
<PAGE>
(c) Exhibits.
2.1 Amendment, dated as of September 29, 1998, to Contribution and
Purchase Agreement
2.2 Amendment, dated as September 30, 1998, to Contribution and
Purchase Agreement
4.1 First Supplemental Indenture, dated as of September 30, 1998, by
and among Falcon Holding Group, L.P., Falcon Funding Corporation,
Falcon Communications, L.P. and United States Trust Company of
New York, as trustee
10.1 Form of Amendment No. 1, dated as September 25, 1998, to the
Credit Agreement dated as of June 30, 1998
99.1 Press Release dated September 30, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FALCON COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.,
as General Partner
By: Falcon Holding Group, Inc.,
its General Partner
Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY
-------------------------------
Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
FALCON FUNDING CORPORATION
Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY
-------------------------------
Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
2.1 Amendment, dated as of September 29, 1998, to Contribution and Purchase
Agreement
2.2 Amendment, dated as of September 30, 1998, to Contribution and Purchase
Agreement
4.1 First Supplemental Indenture, dated as of September 30, 1998, by and
among Falcon Holding Group, L.P., Falcon Funding Corporation, Falcon
Communications, L.P. and United States Trust Company of New York, as
trustee
10.1 Form of Amendment No. 1, dated as September 25, 1998, to the Credit
Agreement dated as of June 30, 1998
99.1 Press Release dated September 30, 1998.
EXHIBIT 2.1
AMENDMENT TO
CONTRIBUTION AND PURCHASE AGREEMENT
THIS AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT is made and entered
into as of September 29, 1998 by and among Falcon Holding Group, L.P., a
Delaware limited partnership ("FHGLP"); Falcon Communications, L.P., a
California limited partnership ("NewFalcon"); and TCI Falcon Holdings, LLC, a
Delaware limited liability company ("TCI").
PRELIMINARY STATEMENT
A. The parties hereto and certain other persons entered into the
Contribution and Purchase Agreement on December 30, 1997 (the "Contribution
Agreement"), which was amended and modified by a First Amendment to Contribution
and Purchase Agreement, dated as of March 23, 1998 (the "First Amendment"), a
Second Amendment to Contribution and Purchase Agreement, dated as of April 2,
1998, a Third Amendment to Contribution and Purchase Agreement, dated as of May
12, 1998, and a letter agreement dated June 25, 1998 (regarding TCI's
acquisition of certain property in Walla Walla, Washington) (the "Walla Walla
Agreement").
B. FHGLP and TCI desire to modify the Contribution Agreement in certain
respects as described herein. Section 15.5(b) of the Contribution Agreement
provides that FHGLP and TCI may enter into this Amendment without the consent or
waiver of any other party to the Contribution Agreement, and Section 11.17 of
the Contribution Agreement provides for an agreement by each FHGLP Partner that
any action that may be taken by FHGLP under the Contribution Agreement may be
taken by FHGLP's General Partner in the General Partner's sole discretion.
NOW, THEREFORE, FHGLP, TCI, and NewFalcon agree as follows:
1. Definitions. Except as otherwise provided in this Amendment, all
capitalized terms used herein and not otherwise defined herein shall have the
same meanings assigned to them in the Contribution Agreement.
2. Walla Walla Property.
(a) The TCI Assets shall include the property referred to in the Walla
Walla Agreement.
(b) Pursuant to the Walla Walla Agreement, the net fair market value of the
TCI Assets, as specified in Section 3.2 of the Contribution Agreement, shall be
increased by $240,000, which represents the purchase price paid by TCI for the
property referred to in the Walla Walla Agreement plus all reasonable costs and
expenses incurred by TCI in connection with the purchase of such property. This
adjustment to the net fair market value of the TCI Assets is in addition to the
other adjustments provided for elsewhere in this Amendment.
<PAGE>
3. Adlink.
(a) As specified in Schedule 2.2(a)(2) to the Contribution Agreement, the
assets to be contributed by FHGLP to NewFalcon at the Closing shall not include
FHGLP's equity interest in Adlink.
(b) FHGLP agrees that, after Closing, NewFalcon and the Falcon Entities
shall be permitted to sell advertising avails to Adlink in accordance with, and
subject to, the terms and conditions of FHGLP's existing agreements with Adlink,
so long as such agreements remain in effect. FHGLP confirms that its existing
agreements with Adlink referenced in the preceding sentence are no less
favorable to FHGLP on the date of this Amendment than they were throughout the
period from January 1, 1997 through March 31, 1997.
(c) For purposes of the Contribution Agreement, including Section 3.6(a) of
the Contribution Agreement, "Excluded Falcon Assets" shall include FHGLP's
equity interest in Adlink.
4. Supplemental Programming. Concurrently with the execution and delivery
of this Amendment, TCI Communications, Inc., FHGLP, and NewFalcon are entering
into an amendment to that certain letter agreement, dated December 30, 1997,
among TCI Communications, Inc., FHGLP, and NewFalcon concerning certain
programming matters.
5. Financing Costs.
FHGLP, NewFalcon, and TCI agree that the amount by which the payments to
the note holders in connection with FHGLP's tender offer for the 11% Notes (as
defined in the First Amendment) exceeded the redemption price for the 11% Notes
at September 15, 1998 pursuant to the Note Indenture (as defined in the First
Amendment) shall be treated as "Financing Costs" for purposes of the first
sentence of Section 10 of the First Amendment.
6. Cle Elum.
(a) The TCI Systems shall include the cable television system serving Cle
Elum, Washington, and the TCI Assets shall include all assets used or held for
use in connection with the operations of the cable television system serving Cle
Elum, Washington. Such assets shall constitute Retained TCI Assets and shall be
contributed to NewFalcon in accordance with Section 11.10 of the Contribution
Agreement.
(b) TCI represents and warrants to FHGLP and NewFalcon that the
representations and warranties in the Contribution Agreement regarding title to
the TCI Assets, insofar as such representations and warranties relate to the
assets of the cable television system serving Cle Elum, Washington after giving
effect to Section 6(a) of this Amendment, are true on the date of this Amendment
as if such representations and warranties were made on the date of this
Amendment and set forth herein. TCI represents and warrants to FHGLP and
NewFalcon that, to the best of TCI's knowledge, without due inquiry, all other
representations and warranties in the Contribution Agreement regarding the TCI
Systems and the TCI Assets, insofar as such representations and warranties
relate to the cable television system serving Cle Elum, Washington after giving
effect to Section 6(a) of this Amendment, are true on the date of this Amendment
as if such representations and warranties were made on the date of this
Amendment and set forth herein.
<PAGE>
(c) The net fair market value of the TCI Assets, as specified in Section
3.2 of the Contribution Agreement, shall be increased by $1,630,323, which
represents the fair market value of the assets of the cable television system
serving Cle Elum, Washington. This adjustment to the net fair market value of
the TCI Assets is in addition to the other adjustments provided for elsewhere in
this Amendment.
7. Calabasas.
(a) The TCI Systems shall not include the cable television system serving
Calabasas, California, and the TCI Assets shall not include any assets used or
held for use in connection with the operations of the cable television system
serving Calabasas, California, including the assets described in Section
2.3(a)(10) of the Contribution Agreement.
(b) The net fair market value of the TCI Assets, as specified in Section
3.2 of the Contribution Agreement, shall be reduced by $1,938,759, which
represents the fair market value of those assets used or held for use in
connection with the operations of the cable television system serving Calabasas,
California that were TCI Assets before giving effect to Section 7(a) of this
Amendment. This adjustment to the net fair market value of the TCI Assets is in
addition to the other adjustments provided for elsewhere in this Amendment.
(c) Neither NewFalcon (or any other Falcon Entity) nor TCI Cablevision of
California, Inc. shall be required under the Contribution Agreement to enter
into the Signal Sharing Agreement described in Section 11.9 of the Contribution
Agreement.
8. Permitted Indebtedness.
(a) TCI hereby waives compliance by NewFalcon with the limitation on
Indebtedness contained in Section 5.1(b)(2)(G) of the NewFalcon Agreement in
connection with any assumption or incurrence of Indebtedness by NewFalcon or any
of its Subsidiaries that is consummated on or prior to March 31, 1999, so long
as, after giving effect to the assumption or incurrence of any such
Indebtedness, the Operating Cash Flow Ratio does not exceed 7.75:1. TCI and
FHGLP agree to discuss prior to March 31, 1999 appropriate long-term business
plans and capital structure for NewFalcon after FHGLP's review of NewFalcon's
business. Capitalized terms used in this Section 8(a) and not otherwise defined
herein have the same meanings assigned to them in the NewFalcon Agreement.
(b) TCI hereby waives compliance by FHGLP and each Falcon Entity with the
limitation on Indebtedness contained in Section 10.5 of the Contribution
Agreement.
(c) TCI hereby waives the condition to Closing set forth in Section 12.2(j)
of the Contribution Agreement.
9. Closing Date.
(a) Effective upon the execution and delivery of this Amendment by each of
FHGLP, TCI, and NewFalcon, the notice, dated September 16, 1998, that was
delivered by FHGLP pursuant to Section 13.1(a)(1) of the Contribution Agreement
shall be deemed withdrawn and shall be of no further force or effect.
<PAGE>
(b) Pursuant to Section 13.1(a)(1) of the Contribution Agreement, TCI and
FHGLP agree that, except as provided in Section 13.1(a)(3) and Section
13.1(a)(4) of the Contribution Agreement, subject to the fulfillment prior to
and at the Closing Date of the conditions specified in the Contribution
Agreement, the Closing shall take place at 10:00 a.m. on September 30, 1998.
10. Effective Time.
(a) The definition of "Effective Time" in Section 1.1 of the Contribution
Agreement is amended to read in its entirety as follows:
"Effective Time" means, as used with respect to certain assets or
liabilities under this Agreement, 11:59 p.m., local time at the
relevant location for determining such assets or liabilities, on the
Closing Date.
(b) Clause (6) of Section 3.6(a) of the Contribution Agreement is
amended by deleting the words "Effective Time" and substituting
therefor the word "Closing."
11. Adjustment to TCI's Current Liabilities; Capital Contribution.
(a) The Current Liabilities of the TCI Systems as of the Effective Time
shall be increased for purposes of Section 3.2 of the Contribution Agreement by
the amount of interest accrued on $275,000,000 of NewFalcon's Indebtedness for a
period of one day, calculated at the weighted average interest rate applicable
as of the Closing Date to the Indebtedness incurred by NewFalcon pursuant to
Section 2.8(e) of the Contribution Agreement to repay Indebtedness assumed by
NewFalcon pursuant to Section 4.1 of the Contribution Agreement. The increase in
the Current Liabilities of the TCI Systems as of the Effective Time pursuant to
this Section 11(a) shall not be reflected on the preliminary settlement
statement delivered by TCI pursuant to Section 3.7(b).
(b) Within five Business Days after the TCI Adjustments and the Falcon
Adjustments are finally determined pursuant to Section 3.7 of the Contribution
Agreement, TCI shall contribute to NewFalcon cash in an amount equal to the
amount of the increase in the Current Liabilities of the TCI Systems as of the
Effective Time pursuant to Section 11(a). For purposes of the Contribution
Agreement and the NewFalcon Agreement, such capital contribution shall increase
the net fair market value of the capital contributions made by TCI pursuant to
Section 2.2(a)(1) of the Contribution Agreement.
12. Adjustment to Current Assets for Expenses.
(a) To reflect certain costs and expenses reasonably incurred by TCI and
FHGLP in connection with the formation, organization, and capitalization of the
NewFalcon, the Current Assets of the TCI Systems as of the Effective Time shall
be increased for purposes of Section 3.2 of the Contribution Agreement by
$500,000, and the Current Assets of FHGLP as of the Effective Time that are
contributed to NewFalcon shall be increased for purposes of Section 3.5 of the
Contribution Agreement by $2,640,000 (the "FHGLP Expenses"). FHGLP confirms that
the amount of the FHGLP Expenses does not include,and FHGLP shall retain
liability for, (i) the fee described in clause (i) of paragraph 2 of the letter,
dated as of June 2, 1997, from Lazard Freres & Co. LLC to FHGLP, and (ii) any
costs and expenses incurred by FHGLP that are properly allocable to the
transactions contemplated by the Contribution Agreement related to the FHGLP
Partners (as defined in the Contribution Agreement), which are not costs and
expenses incurred by FHGLP directly related to the formation, organization, and
capitalization of NewFalcon (including costs and expenses incurred in arranging
any proposed or consummated financing).
<PAGE>
(b) The increase in the Current Assets of the TCI Systems as of the
Effective Time pursuant to Section 12(a) shall be treated for purposes of the
Contribution Agreement and the NewFalcon Agreement as if it had been reflected
on the preliminary settlement statement delivered by TCI pursuant to Section
3.7(b). The increase in the Current Assets of FHGLP as of the Effective Time
pursuant to Section 12(a) shall be treated for purposes of the Contribution
Agreement and the NewFalcon Agreement as if it had been reflected on the
preliminary settlement statement delivered by FHGLP pursuant to Section 3.7(b).
(c) Neither FHGLP nor TCI shall be entitled to reimbursement for any costs
or expenses pursuant to Section 5.7(a) of the NewFalcon Agreement.
13. Authority. FHGLP and TCI acknowledge and agree that they are entering
into this Amendment pursuant to Section 15.5(b).
14. Effect of Amendment. FHGLP and TCI hereby 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 has been
referred to in this Amendment. Except as amended hereby, the Contribution
Agreement as previously amended 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 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 previously amended and as amended by this Amendment.
15. Acknowledgment by TCI Communications. TCI Communications, Inc.
acknowledges and agrees that this Amendment shall in no way impair or otherwise
affect any of its agreements, covenants, and obligations under the NewFalcon
Agreement.
[SIGNATURES NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
----------------------------------
Name: Stanley S. Iskowitch
Title: Executive Vice President
Falcon Communications, Group, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
----------------------------------
Name: Stanley S. Iskowitch
Title: Executive Vice President
TCI Falcon Holdings, LLC
By: /s/ William R. Fitzgerald
----------------------------------
Name: William R. Fitzgerald
Title: Vice President
TCI Communications, Inc.
By: /s/ William R. Fitzgerald
----------------------------------
Name: William R. Fitzgerald
Title: Vice President
EXHIBIT 2.2
AMENDMENT TO
CONTRIBUTION AND PURCHASE AGREEMENT
THIS AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT is made and entered
into as of September 30, 1998 by and among Falcon Holding Group, L.P., a
Delaware limited partnership ("FHGLP"); Falcon Communications, L.P., a
California limited partnership ("NewFalcon"); and TCI Falcon Holdings, LLC, a
Delaware limited liability company ("TCI").
PRELIMINARY STATEMENT
A. The parties hereto and certain other persons entered into the
Contribution and Purchase Agreement on December 30, 1997 (the "Contribution
Agreement"), which was amended and modified by a First Amendment to Contribution
and Purchase Agreement, dated as of March 23, 1998 (the "First Amendment"), a
Second Amendment to Contribution and Purchase Agreement, dated as of April 2,
1998, a Third Amendment to Contribution and Purchase Agreement, dated as of May
12, 1998, a letter agreement dated June 25, 1998 (regarding TCI's acquisition of
certain property in Walla Walla, Washington), and an Amendment dated September
29, 1998.
B. Mezzanine Lending Associates III, L.P. ("MLA III") entered into the
Contribution Agreement purporting to be the owner of certain Mezzanine Notes and
Mezzanine Securities. MLA III has advised FHGLP that such Mezzanine Notes and
Mezzanine Securities were in fact owned one-half by MLA III and one-half by
Mezzanine Lending Associates II, L.P. ("MLA II") and that each of MLA II and MLA
III will assign all of its Mezzanine Notes and Mezzanine Securities prior to
Closing to MLA Cable Properties LLC.
C. FHGLP and TCI desire to modify the Contribution Agreement to reflect the
ownership by MLA Cable Properties LLC of the Mezzanine Notes and the Mezzanine
Securities. Section 15.5(b) of the Contribution Agreement provides that FHGLP
and TCI may enter into this Amendment without the consent or waiver of any other
party to the Contribution Agreement, except for certain consents which are set
forth on the signature page to this Amendment, and Section 11.17 of the
Contribution Agreement provides for an agreement by each FHGLP Partner that any
action that may be taken by FHGLP under the Contribution Agreement may be taken
by FHGLP's General Partner in the General Partner's sole discretion.
NOW, THEREFORE, FHGLP, TCI, and NewFalcon agree as follows:
1. Definitions. All capitalized terms used herein and not otherwise defined
herein shall have the same meanings assigned to them in the Contribution
Agreement.
<PAGE>
2. Mezzanine Lending Associates.
(a) The Contribution Agreement is amended by deleting each reference to
"Mezzanine Lending Associates III, L.P." (other than those references in the
definitions of "Mezzanine Notes" and "Mezzanine Securities") and substituting
therefor a reference to "MLA Cable Properties LLC."
(b) By executing the consent set forth in the signature page to this
Amendment, each of MLA II, MLA III, and MLA Cable Properties LLC represents and
warrants that the representations and warranties in Article 6 of the
Contribution Agreement, insofar as such representations and warranties relate to
MLA Cable Properties LLC after giving effect to Section 2(a) of this Amendment,
are true on the date of this Amendment as if such representations and warranties
were made on the date of this Amendment and set forth herein.
(c) This Amendment shall be effective upon the execution by each of MLA II,
MLA III, and MLA Cable Properties LLC of the consent set forth in the signature
page to this Amendment.
3. Authority. FHGLP and TCI acknowledge and agree that they are entering
into this Amendment pursuant to Section 15.5(b).
4. Effect of Amendment. Except as amended hereby, the Contribution
Agreement as previously amended 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 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 previously amended and as amended by this Amendment.
5. Acknowledgment by TCI Communications. TCI Communications, Inc.
acknowledges and agrees that this Amendment shall in no way impair or otherwise
affect any of its agreements, covenants, and obligations under the NewFalcon
Agreement.
[SIGNATURES NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
----------------------------------
Name: Stanley S. Iskowitch
Title: Executive Vice President
Falcon Communications, Group, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
----------------------------------
Name: Stanley S. Iskowitch
Title: Executive Vice President
TCI Falcon Holdings, LLC
By: /s/ William R. Fitzgerald
----------------------------------
Name: William R. Fitzgerald
Title: Vice President
TCI Communications, Inc.
By: /s/ William R. Fitzgerald
----------------------------------
Name: William R. Fitzgerald
Title: Vice President
<PAGE>
Each of the undersigned parties consents to and agrees to be bound by the
foregoing amendment to the Contribution Agreement.
Mezzanine Lending Associates III, L.P.
By: Mezzanine Lending Management III,
L.P., general partner
By: /s/ Gilbert Butler
----------------------------------
Name: Gilbert Butler
Title: President
Mezzanine Lending Associates II, L.P.
By: Mezzanine Lending Management II,
L.P., general partner
By: /s/ Gilbert Butler
----------------------------------
Name: Gilbert Butler
Title: President
Mezzanine Cable Properties LLC
By: Mezzanine Lending Associates II,
L.P.,its member
By: Mezzanine Lending Management II,
L.P., general partner
By: /s/ Gilbert Butler
----------------------------------
Name: Gilbert Butler
Title: President
By: Mezzanine Lending Associates III,
L.P., its member
By: Mezzanine Lending Management III,
L.P., general partner
By: /s/ Gilbert Butler
----------------------------------
Name: Gilbert Butler
Title: President
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%.
<PAGE>
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.
<PAGE>
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
--------------------------
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
---------------------------
Margaret M. Ciesmelewski
Assistant Vice President
Exhibit 10.1
FALCON RESTRICTED COMPANIES
CREDIT AGREEMENT
Amendment No. 1
This Agreement, dated as of September 25, 1998, is among the affiliates of
Falcon Holding Group, L.P., a Delaware limited partnership ("Holding, L.P."),
set forth on the signature pages hereof and BankBoston, N.A., as documentation
agent (the "Documentation Agent") for itself and the other Lenders under the
Credit Agreement (as defined below). The parties agree as follows:
1. Credit Agreement; Definitions. This Agreement amends the Credit
Agreement dated as of June 30, 1998 among the parties hereto and the other
Lenders party thereto (as in effect prior to giving effect to this Agreement,
the "Credit Agreement"). Terms defined in the Credit Agreement as amended hereby
(the "Amended Credit Agreement") and not otherwise defined herein are used with
the meaning so defined.
2. Amendment of Credit Agreement. Effective upon the date on which all the
conditions set forth in Section 4 hereof are satisfied (the "Amendment Date"),
the Credit Agreement is amended as follows:
2.1. Amendment of Section 1; Definition of "Consolidated Net
Income". Paragraph (c) of the definition of "Consolidated Net Income"
in Section 1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"(c) the effect of extraordinary and nonrecurring items of
gain, income, loss or expense, including in any event the
following items: (i) with the approval of at least two of the
Specified Agents, which approval shall not be unreasonably
withheld, the Falcon Cable Systems Settlement Payments, (ii)
other litigation and tax judgments and settlements of up to an
aggregate of $2,500,000 (or such larger amount as may be approved
by at least two of the Specified Agents, whose approval shall not
be unreasonably withheld) during any fiscal year of the
Restricted Companies and (iii) payments of up to an aggregate of
$5,000,000 (or such larger amount as may be approved by at least
two of the Specified Agents) during any fiscal quarter of the
Restricted Companies in respect of: franchise taxes relating to
prior periods; sales, use and other tax assessments relating to
prior periods; payments, refunds or credits in respect of
customer late fees relating to prior periods; other similar items
relating to prior periods; and acquisition deposits that are
forfeited during such period."
<PAGE>
2.2. Amendment of Section 2.2.1. Section 2.2.1 of the Credit
Agreement is hereby amended by substituting "October 1, 1998" for
"September 30, 1998".
2.3. Amendment of Section 3.3.2. Section 3.3.2 of the Credit
Agreement is hereby amended by substituting "October 1, 1998" for
"September 30, 1998".
2.4. Amendment of Section 7.9.8. Section 7.9.8 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"7.9.8. Investments consisting of loans from the Restricted
Companies to Holding, L.P., New Falcon I or TCI that constitute
Distributions permitted by Section 7.10."
2.5. Amendment of Section 7.10.4. Section 7.10.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"7.10.4. The Restricted Companies may make Distributions on
account of management services provided to the Restricted
Companies (in addition to any Distributions permitted by Section
7.10.3) in an aggregate amount not exceeding (i) in the case of
such Distributions made on account of management services
provided to the Restricted Companies during the first fiscal
quarter of any fiscal year of the Restricted Companies, the
excess of 4.25% of Consolidated Revenues earned in such fiscal
quarter over Distributions previously made on account of
management services provided to the Restricted Companies during
such fiscal quarter under this Section 7.10.4, (ii) in the case
of such Distributions made on account of management services
provided to the Restricted Companies during the second fiscal
quarter of any fiscal year of the Restricted Companies, the
excess of 4.25% of Consolidated Revenues earned in the first two
fiscal quarters of the Restricted Companies over Distributions
previously made on account of management services provided to the
Restricted Companies during such fiscal year under this Section
7.10.4, (iii) in the case of such Distributions made on account
of management services provided to the Restricted Companies
during the third fiscal quarter of any fiscal year of the
Restricted Companies, the excess of 4.25% of Consolidated
Revenues earned in the first three fiscal quarters of the
Restricted Companies over Distributions previously made on
account of management services provided to the Restricted
Companies during such fiscal year under this Section 7.10.4 and
(iv) in the case of such Distributions made on account of
management services provided to the Restricted Companies during
the fourth fiscal quarter of any fiscal year of the Restricted
Companies, the excess of 4.25% of Consolidated Revenues earned in
such fiscal year over Distributions previously made on account of
management services provided to the Restricted Companies during
such fiscal year under this Section 7.10.4; provided, however,
that Distributions pursuant to this Section 7.10.4 must be made
no later than 180 days after the end of the fiscal year in which
the management services on account of which such Distributions
are made are provided."
<PAGE>
2.6. Amendment of Exhibit 8.1. Exhibit 8.1 to the Credit
Agreement is amended to read in its entirety as set forth in Exhibit A
hereto.
3. Representations and Warranties. Each of the Restricted Companies jointly
and severally represents and warrants as follows:
3.1. Legal Existence, Organization. Each of the Restricted Companies
is duly organized and validly existing and in good standing under the laws
of the jurisdiction of its organization, with all power and authority,
corporate, limited liability company, partnership or otherwise, necessary
(a) to enter into and perform this Agreement and the Amended Credit
Agreement and (b) to own its properties and carry on the business now
conducted or proposed to be conducted by it. Each of the Restricted
Companies has taken all corporate, limited liability company, partnership
or other action required to make the provisions of this Agreement and the
Amended Credit Agreement the valid and enforceable obligations they purport
to be.
3.2. Enforceability. Each of the Restricted Companies has duly
authorized, executed and delivered this Agreement. Each of this Agreement
and the Amended Credit Agreement is the legal, valid and binding obligation
of each of the Restricted Companies and is enforceable against each of the
Restricted Companies in accordance with its terms.
3.3. No Legal Obstacle to Agreements. Neither the execution and
delivery of this Agreement or any other Credit Document, nor the making of
any borrowings hereunder, nor the guaranteeing of the Credit Obligations,
nor the securing of the Credit Obligations with any Credit Security, has
constituted or resulted in or will constitute or result in:
(a) any breach or termination of any agreement, instrument, deed or
lease to which any of the Restricted Companies is a party or by which it is
bound, or of the Charter or By-laws of any of the Restricted Companies;
(b) the violation of any law, judgment, decree or governmental order,
rule or regulation applicable to any of the Restricted Companies;
(c) the creation under any agreement, instrument, deed or lease of any
Lien (other than Liens on the Credit Security which secure the Credit
Obligations) upon any of the assets of the Restricted Companies; or
(d) except as contemplated by section 2.6 of the Contribution
Agreement, any redemption, retirement or other repurchase obligation of any
of the Restricted Companies under any Charter, By-law, agreement,
instrument, deed or lease.
No approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person that
has not been obtained or made is required to be obtained or made by any of
the Restricted Companies in connection with the execution, delivery and
performance of this Agreement or the performance of the Amended Credit
Agreement.
<PAGE>
3.4. Defaults. Immediately before and after giving effect to the
amendments set forth in Section 2 hereof, no Default will exist.
3.5. Incorporation of Representations and Warranties. The
representations and warranties set forth in Section 8 of the Amended Credit
Agreement are true and correct on the date hereof as if originally made on
and as of the date hereof (except for those representations and warranties
made as of a specified earlier date, which shall have been true and correct
as of such date).
4. Conditions. The effectiveness of this Agreement shall be subject to the
satisfaction of the following conditions:
4.1. Officer's Certificate. The representations and warranties of the
Restricted Companies set forth or incorporated by reference herein shall be
true and correct as of the Amendment Date as if originally made on and as
of the Amendment Date (except for those representations and warranties made
as of a specified earlier date, which shall have been true and correct as
of such date); no Default shall exist and be continuing on the Amendment
Date; and the Documentation Agent shall have received a certificate to
these effects signed by a Financial Officer in the event the Amendment Date
occurs after the date hereof.
4.2. Payment of Documentation Agent's Legal Expenses. The Borrowers
shall have paid the reasonable legal fees and expenses of the Documentation
Agent with respect to this Agreement and the transactions contemplated
hereby.
4.3. Proper Proceedings. This Agreement, each other Credit Document
and the transactions contemplated hereby and thereby shall have been
authorized by all necessary proceedings of each Obligor and any of their
respective Affiliates party thereto. All necessary consents, approvals and
authorizations of any governmental or administrative agency or any other
Person with respect to any of the transactions contemplated hereby or by
any other Credit Document shall have been obtained and shall be in full
force and effect. The Documentation Agent shall have received copies of all
documents, including certificates, records of corporate and partnership
proceedings and opinions of counsel, which the Documentation Agent may have
reasonably requested in connection therewith, such documents where
appropriate to be certified by proper corporate, partnership or
governmental authorities.
5. General. The Amended Credit Agreement and all of the 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. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns,
<PAGE>
including as such successors and assigns all holders of any Credit Obligation.
This Agreement shall be governed by and construed in accordance with the laws
(other than the conflict of law rules) of The Commonwealth of Massachusetts.
[The rest of this page is left intentionally blank.]
<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/ Stanley S. Itskowitch
-----------------------------
Title: Executive Vice President
FALCON FIRST, INC.
By /s/ Stanley S. Itskowitch
-----------------------------
Title: Executive Vice President
<PAGE>
FALCON CABLE COMMUNICATIONS, LLC
By FALCON HOLDING GROUP, INC., as
general partner of the managing
general partner of its sole member
By /s/ Stanley S. Itskowitch
-----------------------------
Title: Executive Vice President
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/ Stanley S. Itskowitch
-----------------------------
As an authorized officer of each o
the foregoing corporations -
Executive Vice President
<PAGE>
BANKBOSTON, N.A., as Documentation Agent
under the Credit Agreement
By /s/ David B. Hertor
------------------------------
Title: Managing Partner
BankBoston, N.A.
Media and Communications Department
100 Federal Street
Boston, MA 02110
Telecopy: (617) 434-3401
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ Shannon T. Ward
-----------------------------
Title: Vice President
Bank of America National Trust &
Savings Association
Entertainment & Media Industry
Group - Dept. 3283
555 South Flower Street, 10th Floor
Los Angeles, CA 90071
Telecopy: (213) 228 2641
THE CHASE MANHATTAN BANK
By /s/ Mitch Gervis
-----------------------------
Title: Vice President
The Chase Manhattan Bank
270 Park Avenue, 37th Floor
New York, NY 10017
Telecopy: (212) 270-4584
<PAGE>
NATIONSBANK,N.A.
By /s/ Derrick C. Bell
-----------------------------
Title: Vice President
Nationsbank, N.A.
901 Main Street, 64th Floor
Dallas, Tx 75202
Telecopy: (214) 508-9390
TORONTO DOMINION (TEXAS) INC.
By /s/ Neva Nesbitt
-----------------------------
Title: Vice President
Toronto Dominion (Texas) Inc.
909 Fannin Street, 17th Floor
Houston, TX 77010
Telecopy: (713) 951-9921
ABN AMRO BANK N.V.
By /s/ Frans O'R Logan
-----------------------------
Title: Group Vice President
By /s/ William S. Bennett
-----------------------------
Title: Vice President
ABN AMRO Bank N.V.
500 Park Avenue, 2nd Floor
New York, NY 10022
Telecopy: (212) 446-4203
<PAGE>
PARIBAS
By /s/ Darlynn Ernst
-----------------------------
Title: AVP
By /s/ [ILLEGIBLE]
-----------------------------
Title: Director
Paribas
2029 Century Park East, Suite 3900
Los Angeles, CA 90067
Telecopy: (310) 556-3762
BARCLAYS BANK PLC
By /s/ [ILLEGIBLE]
-----------------------------
Title: Associate Director
Barclays Bank PLC
388 Mark Street, Suite 1700
San Francisco, CA 94111
Telecopy: (415) 765-4760
CIBC INC.
By /s/ [ILLEGIBLE]
-----------------------------
Title:Executive Director
CIBC Inc.
425 Lexington Avenue
New York, NY 10017
Telecopy: (212) 856-3558
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Mark D. Thorsheim
-----------------------------
Title: Vice President
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Telecopy: (212) 261-3288
FLEET NATIONAL BANK
By /s/ William Werr
-----------------------------
Title: Assistant Vice PResident
Fleet National Bank
Media & Communications Group
1185 Avenue of the Americas,
16th Floor
New York, NY 10036
Telecopy: (212) 819-6202
THE FUJI BANK, LIMITED,
LOS ANGELES AGENCY
By /s/ Masahito Fukuda
-----------------------------
Title: Joint General MAnager
The Fuji Bank, Limited,
Los Angeles Agency
333 South Hope Street, 39th Floor
Los Angeles, CA 90071
Telecopy: (213) 253-4178
<PAGE>
COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,"RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ Kevin D. Kinto
-----------------------------
Title: Vice President
By /s/ Barbara A. Hyland
-----------------------------
Title:Senior Vice President
Rabobank Nederland
Media & Telecommunications
300 South Wacker Drive, Suite 3500
Chicago, IL 60606
Telecopy: (312) 786-0052
UNION BANK OF CALIFORNIA
By /s/ Jenny Dongo
-----------------------------
Title: Vice President
Union Bank of California
445 South Figueroa Street
Los Angeles, CA 90071
Telecopy: (213) 236-5747
BANQUE NATIONALE DE PARIS
By /s/ [ILLEGIBLE]
-----------------------------
Title: Vice President
By /s/ Janice Ho
-----------------------------
Title: Vice President
Banque Nationale de Paris
725 South Figueroa, Suite 2090
Los Angeles, CA 90017
Telecopy: (213) 488-9602
<PAGE>
CITY NATIONAL BANK
By /s/ Rod P. Bullins
-----------------------------
Title: Vice President
City National Bank
400 N. Roxbury Drive, 3rd Floor
Beverly Hills, CA 90210
Telecopy: (310) 888-6152
CREDIT LOCAL DE FRANCE
By /s/ Philippe Ducos
-----------------------------
Title:Deputy General Manager
By /s/ John W. Flaherty
-----------------------------
Title: Vice President
Credit Local de France
450 Park Avenue, 3rd Floor
New York, NY 10022
Telecopy: (212) 753-5522
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Brian Haughney
-----------------------------
Title: Assistant Tresurer
By /s/ Laura G. Fazio
-----------------------------
Title: First Vice President
Dresdner Bank AG, New York and
Grand Cayman Branches
75 Wall Street
New York, NY 10005
Telecopy: (212) 429-2374
<PAGE>
DEEP ROCK AND COMPANY
By: Eaton Vance Management, as
Investment Advisor
By /s/ Barnara Campbell
-----------------------------
Title: Vice President
Eaton Vance Management
Attn: Prime Rate Reserves
24 Federal Street, 6th Floor
Boston, MA 02110
Telecopy: (617) 695-9594
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By /s/ Barbara Campbell
-----------------------------
Title: Vice President
Senior Debt Portfolio
c/o Boston Management and Research
24 Federal Street, 6th Floor
Boston, MA 02110
THE INDUSTRIAL BANK OF JAPAN,
LIMITED LOS ANGELES AGENCY
By /s/ Vincente L. Timaraos
-----------------------------
Title: SVP & SDGM
The Industrial Bank of Japan,
Limited Los Angeles Agency
350 Grand South Avenue, Suite 1500
Los Angeles, CA 90071
Telecopy: (213) 488-9840
<PAGE>
SUMMIT BANK
By /s/ C.J. Annas
-----------------------------
Title: RVP
Summit Bank
512 Township Line Road, Suite 280
Blue Bell, PA 19422
Telecopy: (215) 619-4820
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By /s/ [ILLEGIBLE]
-----------------------------
Title: Vice President
Suntrust Bank,Central Florida, N.A.
200 South Orange Ave.
MC 1109
Orlando, FL 32801
Telecopy: (407) 237-5126
THE TRAVELERS INSURANCE COMPANY
By /s/ Jordan M. Stitzer
-----------------------------
Title: Vice President
The Travelers Insurance Company
One Tower Square
Hartford, CT 06183-2030
Telecopy: (860) 954-3730
<PAGE>
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co.,
as Investment Advisor
By /s/ [ILLEGIBLE]
-----------------------------
Title:
AG Capital Funding Partners, L.P.
c/o Angelo, Gordon & Co.
245 Park Avenue, 26th Floor
New York, NY 10167
Telecopy: (212) 867-1388
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By /s/ [ILLEGIBLE]
-----------------------------
Title: Vice President
Prime Income Trust
c/o Dean Witter InterCapital, Inc.
Two World Trade Center, 72nd Floor
New York, NY 10048
Telecopy: (212) 392-5345
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By /s/ Thomas S. Li
-----------------------------
Title: Managing Director
Massachusetts Mutual Life Insurance
Company
1295 State Street, First Floor
Springfield, MA 01111
Telecopy: (413) 744-6127
<PAGE>
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By /s/ [ILLEGIBLE]
-----------------------------
Title: Vice President
HYP Management Inc, as Managing
Member
MassMutual High Yield Partners II,
LLC
c/o Massachusetts Mutual Life
1295 Spring Street, First Floor
Springfield, MA 01111
Telecopy: (413) 744-6127
MERRILL LYNCH DEBT STRATEGIES
PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By /s/ Joseph Matteo
-----------------------------
Title: Authorized Signatory
Merrill Lynch Debt Strategies
Portfolio
c/o Merrill Lynch Asset Management,
L.P.
800 Scudders Mill Road, Area 1B
Plainsboro, NJ 08536
Telecopy: (609) 282-3542
TRANSAMERICA
By /s/ John M. Casparian
-----------------------------
Title: Investment Officer
Transamerica
1100 South Olive Street, Suite 2700
Los Angeles, CA 90015
Telecopy: (213) 742-4160
<PAGE>
VAN KAMPEN CLO II, LIMITED
By: Van Kampen American Capital
Management, Inc., as Collateral
Manager
By /s/ Jeffrey W. Maillett
-----------------------------
Title: Senior Vice President &
Director
Van Kampen American Capital
CLO II, Limited
One Parkview Plaza, 6th Floor
Oakbrook Terrace, IL 60181
Telecopy: (630) 684-6740
VAN KAMPEN AMERICAN CAPITAL
ENIOR INCOME TRUST
By /s/ Jeffrey W. Maillett
-----------------------------
Title: Senior Vice President &
Director
Van Kampen American Capital
Senior Income Trust
One Parkview Plaza, 6th Floor
Oakbrook Terrace, IL 60181
Telecopy: (630) 684-6740
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillett
-----------------------------
Title: Senior Vice President &
Director
Van Kampen American Capital
Prime Rate Income Trust
One Parkview Plaza, 6th Floor
Oakbrook Terrace, IL 60181
Telecopy: (630) 684-6740
<PAGE>
THE LONG TERM CREDIT BANK OF JAPAN
LIMITED, LOS ANGELES AGENCY
By /s/ [ILLEGIBLE]
-----------------------------
Title: Deputy General Manager
The Long Term Credit Bank of Japan
Limited, Los Angeles Agency
350 South Grand Avenue, Suite 3000
Los Angeles, CA 90071
Telecopy: (213) 622-6908
KZH III LLC
By /s/ Virgina Conway
-----------------------------
Title: Authorized Agent
KZH III LLC
c/o The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telecopy: (212) 946-7776
KZH CYPRESSTREE-1 LLC
By /s/ Virgina Conway
-----------------------------
Title: Authorized Agent
KZH CypressTree-1 LLC
c/o The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telecopy: (212) 946-7776
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
September 30, 1998
Contact: TCI Media Relations, Katina Vlahadamis or LaRae Marsik (303) 267-5273
Falcon Investor Relations, Dan Do (626) 844-1754
TCIC AND FALCON FORM NEW PARTNERSHIP
SERVING MORE THAN ONE MILLION CUSTOMERS
ENGLEWOOD, CO - TCI Communications, Inc. ("TCIC"), the cable television
system arm of Tele-Communications, Inc. ("TCI"), and Falcon Holding Group, L.P.
("Falcon") today announced that they have completed the formation of a new
partnership, Falcon Communications, L.P. (the "Partnership"). The agreement to
form the Partnership was originally signed in December of 1997.
TCIC contributed certain cable television systems in Alabama, California,
Missouri, Oregon and Washington serving approximately 295,000 subscribers. These
systems have been combined with the approximately 710,000 subscribers in
Falcon's cable systems. The Partnership will be managed by Falcon, and Falcon
will have a 54 percent interest and TCIC a 46 percent interest.
"This partnership represents a critical milestone in Falcon's corporate
development and we are very excited with the inauguration of our relationship
with TCI," said Marc B. Nathanson, Chairman and Chief Executive Officer of
Falcon. "Falcon is now well positioned to embark on an exciting path of
expansion through enhanced market concentration, technology advancements, and
continued quality service to our diverse customer base."
"We are pleased to have successfully completed our partnership with
Falcon," said Leo J. Hindery, Jr., President of TCI. "This partnership will
distribute video, data and telecommunications products more efficiently to our
cable customers in these markets."
Tele-Communications, Inc. is traded through the TCI Group, the TCI Ventures
Group and the Liberty Media Group common stocks. The Series A and Series B TCI
Group common stocks are traded on the National Market tier of the Nasdaq Stock
Market under the symbols of TCOMA and TCOMB, respectively.
Falcon Communications, L.P. serves more than 1,000,000 customers throughout
26 states and 800 communities, principally in Alabama, California, Missouri,
Oregon and Washington.
