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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 10, 2000
Date of Earliest Event Reported: February 25, 2000
AT&T BROADBAND, LLC
(FORMERLY KNOWN AS TELE-COMMUNICATIONS, INC.)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-20421 84-1260157
(Commission File Number) (I.R.S. Employer Identification No.)
9197 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (720) 875-5500
TELE-COMMUNICATIONS, INC.
(Former name or former address, if changed, since last report)
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ITEM 5. OTHER EVENTS.
On March 10, 2000, Tele-Communications, Inc., a Delaware corporation
(the "Company"), converted into a Delaware limited liability company pursuant to
Section 266 of the Delaware General Corporation Law and Section 18-214 of the
Delaware Limited Liability Company Act (the "Conversion"). In accordance with
applicable law, the Conversion did not affect any obligations or liabilities of
the Company incurred prior to the Conversion (including those with respect to
the Securities (defined below)). Upon the Conversion the Company changed its
name to "AT&T Broadband, LLC". AT&T Corp. is the sole member of the Company. A
copy of the certificate of conversion to limited liability company of the
Company to AT&T Broadband, LLC is filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated by reference herein. A copy of the certificate of
formation of AT&T Broadband, LLC is filed as Exhibit 2.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
Prior to the Conversion, the Company and The Bank of New York ("BONY"),
as trustee, entered into the following supplemental indentures:
(1) the Second Supplemental Indenture, dated as of February
25, 2000 ("Supplemental Indenture A"), to the Indenture, dated as of
April 1, 1991, as supplemented by the First Supplemental Indenture,
dated as of March 9, 1999 (collectively, "Indenture A"), between the
Company (as successor issuer) and BONY, as successor trustee;
(2) the First Supplemental Indenture, dated as of February 25,
2000 ("Supplemental Indenture B"), to the Indenture, dated as of August
9, 1991 ("Indenture B"), between the Company (as successor issuer) and
BONY;
(3) the Third Supplemental Indenture, dated as of February 25,
2000 ("Supplemental Indenture C"), to the Indenture, dated as of August
4, 1993, as supplemented by the First Supplemental Indenture, dated as
of September 13, 1994, and the Second Supplemental Indenture, dated as
of March 9, 1999 (collectively, "Indenture C"), between the Company (as
successor issuer) and BONY;
(4) the Second Supplemental Indenture, dated as of February
25, 2000 ("Supplemental Indenture D"), to the Indenture, dated as of
December 20, 1995, as supplemented by the First Supplemental Indenture,
dated as of March 9, 1999 (collectively, "Indenture D"), between the
Company (as successor issuer) and BONY;
(5) the Sixth Supplemental Indenture, dated as of February 25,
2000 ("Supplemental Indenture E"), to the Indenture, dated as of
January 29, 1996, as supplemented by the First Supplemental Indenture,
dated as of January 29, 1996, the Second Supplemental Indenture, dated
as of May 22, 1996, the Third Supplemental Indenture, dated as of March
14, 1997, the Fourth Supplemental Indenture, dated as of March 24,
1997, and
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the Fifth Supplemental Indenture, dated as of March 9, 1999
(collectively, "Indenture E"), between the Company (as successor
issuer) and BONY; and
(6) the Second Supplemental Indenture, dated as of February
25, 2000 ("Supplemental Indenture F"), to the Indenture, dated as of
February 19, 1998, as supplemented by the First Supplemental Indenture,
dated as of March 9, 1999 (collectively, "Indenture F").
Also, prior to the Conversion, the Company and State Street Bank and
Trust Company ("State Street"), as trustee, entered into a Third Supplemental
Indenture, dated as of February 25, 2000 ("Supplemental Indenture G"), to the
Indenture, dated as of July 26, 1993, as supplemented by the First Supplemental
Indenture, dated as of September 13, 1994, and the Second Supplemental
Indenture, dated as of March 9, 1999 (collectively, "Indenture G", and together
with Indenture A, Indenture B, Indenture C, Indenture D, Indenture E and
Indenture F, the "Indentures"), between the Company (as successor issuer) and
State Street, as successor trustee.
The following outstanding securities (the "Securities") of the Company
are governed by the Indentures indicated below:
<TABLE>
<CAPTION>
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SECURITY GOVERNING INDENTURE
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<S> <C>
10.125% Senior Notes due 2001 Indenture A
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9.650% Senior Notes due 2003 Indenture A
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9.800% Senior Debentures due 2012 Indenture A
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10.125% Senior Debentures due 2022 Indenture A
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9.250% Senior Notes due 2002 Indenture A
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9.875% Senior Debentures due 2022 Indenture A
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8.250% Senior Notes due 2003 Indenture A
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9.250% Senior Debentures due 2023 Indenture A
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7.375% Senior Notes due 2000 Indenture A
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8.750% Senior Debentures due 2023 Indenture A
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Medium Term Notes, Series A Indenture B
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Medium Term Notes, Series B Indenture C
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6.875% Senior Notes due 2006 Indenture D
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</TABLE>
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<TABLE>
<CAPTION>
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SECURITY GOVERNING INDENTURE
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<S> <C>
7.875% Senior Debentures due 2026 Indenture D
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Medium Term Notes, Series C Indenture D
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8.72% Subordinated Deferrable Interest Notes due 2045 Indenture E
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10.00% Subordinated Deferrable Interest Notes due 2045 Indenture E
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9.65% Subordinated Deferrable Interest Notes due 2027 Indenture E
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9.72% Subordinated Deferrable Interest Notes due 2036 Indenture E
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7.125% Senior Notes due 2028 Indenture F
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6.375% Senior Notes due 2003 Indenture F
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7.250% Senior Notes due 2005 Indenture G
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7.875% Senior Debentures due 2013 Indenture G
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8.650% Senior Notes due 2004 Indenture G
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8.000% Senior Notes due 2005 Indenture G
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8.750% Senior Debentures due 2015 Indenture G
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</TABLE>
Supplemental Indentures A through G are filed as Exhibits 4.1 through
4.7, respectively, to this Current Report on Form 8-K and are incorporated by
reference herein. Supplemental Indentures A through G amend certain provisions
of the Indentures to, among other things, accommodate the Conversion. The
foregoing description of Supplemental Indentures A through G and the Indentures
is qualified in its entirety by the complete text of such documents, which are
filed as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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2.1 Certificate of conversion to a limited liability company of
the Company to AT&T Broadband, LLC
2.2 Certificate of formation of AT&T Broadband, LLC
4.1 Supplemental Indenture A
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4.2 Supplemental Indenture B
4.3 Supplemental Indenture C
4.4 Supplemental Indenture D
4.5 Supplemental Indenture E
4.6 Supplemental Indenture F
4.7 Supplemental Indenture G
4.8 Indenture, dated as of April 1, 1991, between TCI
Communications, Inc. ("TCIC") and The Connecticut National
Bank, constituting part of Indenture A (incorporated herein
by reference to Exhibit 4.1 to TCIC's Current Report on Form
8-K, filed with the Commission on August 15, 1991,
Commission File No. 0-5550)
4.9 First Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and BONY to the Indenture, dated as
of April 1, 1991, between TCIC and The Connecticut National
Bank, constituting part of Indenture A (incorporated herein
by reference to Exhibit 4.14 to the Company's Current Report
on Form 8-K, dated March 11, 1999)
4.10 Indenture, dated as of August 9, 1991, between TCIC and
BONY, constituting part of Indenture B (incorporated herein
by reference to the form of indenture filed as Exhibit 4.5
to TCIC's Amendment No. 2 to the Registration Statement on
Form S-3, filed with the Commission on July 18, 1991,
Registration No. 33-40459)
4.11 Indenture, dated as of August 4, 1993, between TCIC and
BONY, constituting part of Indenture C (incorporated herein
by reference to Exhibit 4.12 to TCIC's Current Report on
Form 8-K, filed with the Commission on August 5, 1993,
Commission File No. 0-5550)
4.12 First Supplemental Indenture, dated as of September 13,
1994, between TCIC and BONY, to the Indenture, dated as of
August 4, 1993, between TCIC and BONY, constituting part of
Indenture C (incorporated herein by reference to Exhibit 4.1
to TCIC's Current Report on Form 8-K, filed with the
Commission on October 6, 1994, Commission File No. 0-5550)
4.13 Second Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and BONY to the Indenture, dated as
of August 4, 1993, between TCIC and BONY, as supplemented by
the First Supplemental Indenture, dated as of September 13,
1994, between TCIC and BONY, constituting part of Indenture
C (incorporated herein by reference to Exhibit 4.15 to the
Company's Current Report on Form 8-K, dated March 11, 1999)
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4.14 Indenture, dated as of December 20, 1995, between TCIC and
BONY, constituting part of Indenture D (incorporated herein
by reference to Exhibit 4.10 to TCIC's Current Report on
Form 8-K, filed with the Commission on December 21, 1995,
Commission File No. 0-5550)
4.15 First Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and BONY to the Indenture, dated as
of December 20, 1995, between TCIC and BONY, constituting
part of Indenture D (incorporated herein by reference to
Exhibit 4.16 to the Company's Current Report on Form 8-K,
dated March 11, 1999)
4.16 Indenture, dated as of January 29, 1996, between TCIC and
BONY, constituting part of Indenture E (incorporated herein
by reference to the form of such document filed as Exhibit
4.13 to TCIC's Registration Statement on Form S-3,
Registration Number 33-64525)
4.17 First Supplemental Indenture, dated as of January 29, 1996,
between TCIC and BONY, to the Indenture, dated as of January
29, 1996, between TCIC and BONY, constituting part of
Indenture E (incorporated herein by reference to the form of
such document filed as Exhibit 4.14 to TCIC's Registration
Statement on Form S-3, Registration Number 33-64525)
4.18 Second Supplemental Indenture, dated as of May 22, 1996,
between TCIC and BONY, to the Indenture, dated as of January
29, 1996, between TCIC and BONY, as supplemented by the
First Supplemental Indenture, dated as of January 29, 1996,
between TCIC and BONY, constituting part of Indenture E
(incorporated herein by reference to Exhibit 4 to TCIC's
Current Report on Form 8-K, filed with the Commission on May
23, 1996, Commission File No. 0-5550)
4.19 Third Supplemental Indenture, dated as of March 14, 1997,
between TCIC and BONY, to the Indenture, dated as of January
29, 1996, between TCIC and BONY, as supplemented by the
First Supplemental Indenture, dated as of January 29, 1996,
between TCIC and BONY, and the Second Supplemental
Indenture, dated as of May 22, 1996, between TCIC and BONY,
constituting part of Indenture E (incorporated herein by
reference to Exhibit 4.1 to TCIC's Current Report on Form
8-K, filed with the Commission on March 12, 1997, Commission
File No. 0-5550)
4.20 Fourth Supplemental Indenture, dated as of March 24, 1997,
between TCIC and BONY, to the Indenture, dated as of January
29, 1996, between TCIC and BONY, as supplemented by the
First Supplemental Indenture, dated as of January 29, 1996,
between TCIC and BONY, the Second Supplemental Indenture,
dated as of May 22, 1996, between TCIC and BONY, and the
Third Supplemental Indenture, dated as of March 14, 1997,
between TCIC and BONY, constituting part of Indenture E
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(incorporated herein by reference to Exhibit 4.11 to the
Company's Current Report on Form 8-K, dated March 11, 1999)
4.21 Fifth Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and BONY to the Indenture, dated as
of January 29, 1996, between TCIC and BONY as supplemented
by the First Supplemental Indenture, dated as of January 29,
1996, between TCIC and BONY, the Second Supplemental
Indenture, dated as of May 22, 1996, between TCIC and BONY,
the Third Supplemental Indenture, dated as of March 14,
1997, between TCIC and BONY, and the Fourth Supplemental
Indenture, dated as of March 24, 1997, between TCIC and BONY
constituting part of Indenture E (incorporated herein by
reference to Exhibit 4.17 to the Company's Current Report on
Form 8-K, dated March 11, 1999)
4.22 Indenture, dated as of February 19, 1998, between TCIC and
BONY, constituting part of Indenture F (incorporated herein
by reference to Exhibit 4.1 to TCIC's Current Report on Form
8-K, filed with the Commission on February 24, 1998,
Commission File No. 0-5550)
4.23 First Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and BONY to the Indenture, dated as
of February 19, 1998, between TCIC and BONY, constituting
part of Indenture F (incorporated herein by reference to
Exhibit 4.18 to the Company's Current Report on Form 8-K,
dated March 11, 1999)
4.24 Indenture, dated as of July 26, 1993, between TCIC and
Shawmut Bank Connecticut, National Association ("Shawmut"),
constituting part of Indenture G (incorporated herein by
reference to Exhibit 4.9 to TCIC's Current Report on Form
8-K, filed with the Commission on August 4, 1993, Commission
File No. 0-5550)
4.25 First Supplemental Indenture, dated as of September 13,
1994, between TCIC and Shawmut, to the Indenture, dated as
of July 26, 1993, between TCIC and Shawmut, constituting
part of Indenture G (incorporated herein by reference to
Exhibit 4.1 to TCIC's Current Report on Form 8-K, filed with
the Commission on September 21, 1994, Commission File No.
0-5550)
4.26 Second Supplemental Indenture, dated as of March 9, 1999,
among the Company, TCIC and State Street to the Indenture,
dated as of July 26, 1993, between TCIC and Shawmut, as
supplemented by the First Supplemental Indenture, dated as
of September 13, 1994, between TCIC and Shawmut,
constituting part of Indenture G (incorporated herein by
reference to Exhibit 4.13 to the Company's Current Report on
Form 8-K, dated March 11, 1999)
6
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 10, 2000
AT&T BROADBAND, LLC
(formerly known as Tele-Communications, Inc.)
By: /s/ Daniel E. Somers
--------------------
Name: Daniel E. Somers
Title: President and Chief Executive Officer
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Certificate of conversion to a limited liability company of
the Company to AT&T Broadband, LLC
2.2 Certificate of formation of AT&T Broadband, LLC
4.1 Supplemental Indenture A
4.2 Supplemental Indenture B
4.3 Supplemental Indenture C
4.4 Supplemental Indenture D
4.5 Supplemental Indenture E
4.6 Supplemental Indenture F
4.7 Supplemental Indenture G
</TABLE>
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Exhibit 2.1
CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY
OF
TELE-COMMUNICATIONS, INC.
TO
AT&T BROADBAND, LLC
This Certificate of Conversion to Limited Liability Company, dated as
of March 10, 2000, is being duly executed and filed by Tele-Communications,
Inc., a Delaware corporation (the "Company"), and Mary M. McChesney, as an
authorized person of AT&T Broadband, LLC, a Delaware limited liability company
(the "LLC"), to convert the Company to the LLC, under the Delaware Limited
Liability Company Act (6 Del. C. Sections 18-101 et seq.) and the General
Corporation Law of the State of Delaware (8 Del. C. Section 101, et seq.) (the
"GCL").
1. The Company's name when it was originally incorporated was
TCI/Liberty Holding Company and immediately prior to the filing of this
Certificate of Conversion to Limited Liability Company was Tele-Communications,
Inc.
2. The Company filed its original certificate of incorporation with the
Secretary of State of the State of Delaware and was first incorporated on
January 24, 1994, in the State of Delaware, and was incorporated in the State of
Delaware immediately prior to the filing of this Certificate of Conversion to
Limited Liability Company.
3. The name of the LLC into which the Company shall be converted as set
forth in its certificate of formation is AT&T Broadband, LLC.
4. The conversion of the Company to the LLC has been approved in
accordance with the provisions of Sections 228 and 266 of the GCL.
5. The conversion of the Company to the LLC shall be effective upon the
filing of this Certificate of Conversion to Limited Liability Company and a
certificate of formation with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Conversion to Limited Liability Company as of the date first-above written.
Tele-Communications, Inc.
By:
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Name: Terrel E. Davis Name: Mary M. McChesney
Title: Senior Vice President Authorized Person of LLC
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Exhibit 2.2
CERTIFICATE OF FORMATION
OF
AT&T BROADBAND, LLC
This Certificate of Formation of AT&T Broadband, LLC (the "LLC"), dated
as of March 10, 2000, is being duly executed and filed by Mary M. McChesney, as
an authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del.C. Sections 18-101, et seq.).
FIRST. The name of the limited liability company formed hereby is AT&T
Broadband, LLC.
SECOND. The address of the registered office of the LLC in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
-----------------------------
Name: Mary M. McChesney
Authorized Person
<PAGE> 1
EXHIBIT 4.1
================================================================================
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of April 1, 1991
as supplemented by
First Supplemental Indenture Dated as of March 9, 1999
--------------------
10.125% Senior Notes due 2001
9.650% Senior Notes due 2003
9.800% Senior Debentures due 2012
10.125% Senior Debentures due 2022
9.250% Senior Notes due 2002
9.875% Senior Debentures due 2022
8.250% Senior Notes due 2003
9.250% Senior Debentures due 2023
7.375% Senior Notes due 2000
8.750% Senior Debentures 2023
================================================================================
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THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee (as successor trustee to The Connecticut
National Bank ("Connecticut")) are parties to an Indenture, dated as of April 1,
1991, as supplemented by a First Supplemental Indenture, dated as of March 9,
1999 (collectively, the "Original Indenture"), pursuant to which the Company
issued (as successor issuer), and Connecticut authenticated and delivered the
following securities which are, as of the date hereof, currently outstanding
(collectively, the "Securities"):
(a) $100 million aggregate principal amount of the Company's 10.125% Senior
Notes due 2001;
(b) $150 million aggregate principal amount of the Company's 9.650% Senior Notes
due 2003;
(c) $600 million aggregate principal amount of the Company's 9.800% Senior
Debentures due 2012;
(d) $150 million aggregate principal amount of the Company's 10.125% Senior
Debentures due 2022;
(e) $200 million aggregate principal amount of the Company's 9.250% Senior Notes
due 2002;
(f) $100 million aggregate principal amount of the Company's 9.875% Senior
Debentures due 2022;
(g) $550 million aggregate principal amount of the Company's 8.250% Senior Notes
due 2003;
(h) $500 million aggregate principal amount of the Company's 9.250% Senior
Debentures due 2023;
(i) $300 million aggregate principal amount of the Company's 7.375% Senior Notes
due 2000; and
(j) $250 million aggregate principal amount of the Company's 8.750% Senior
Debentures due 2023;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is
advisable to amend certain provisions of the Original Indenture which may affect
the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture or the Securities of any
series without notice to or consent of any Holder of Securities or coupons to
make any change that, in the opinion of the Board of Directors, does not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon;
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WHEREAS, the Board of Directors of TCI has determined that the
amendments to the Indenture contained in this Supplemental Indenture do not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the preamble or
the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in
this Supplemental Indenture have the meanings assigned thereto in
the Original Indenture. The meanings assigned to all defined terms
used in this Supplemental Indenture shall be equally applicable to
both the singular and plural forms of such defined terms. The term
"Indenture" as used herein means the Original Indenture, as amended
and supplemented by this Supplemental Indenture, or as otherwise
supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the
applicable provisions of the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture (including
references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as
"hereunder," "herein" and "hereof") shall be deemed references to
the Original Indenture as amended and supplemented hereby. All of
the covenants, agreements and provisions of this Supplemental
Indenture shall be deemed to be and construed as part of the
Original Indenture to the same effect as if fully set forth therein
and shall be fully enforceable in the manner provided in the
Original Indenture. Except as otherwise provided in this
Supplemental Indenture, all of the covenants, agreements and
provisions of the Original Indenture shall remain in full force and
effect.
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ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments. The following provisions of the Original Indenture are
hereby amended, modified, supplemented or replaced as follows:
(a) The definition of "Board of Directors" contained in Article One,
Section 1.01 of the Original Indenture is amended to read in its
entirety as follows: "Board of Directors means the Board of Directors
of the Company or any authorized committee thereof, or, if the Company
is not a corporation, the equivalent decision making body thereof or
authorized committee thereof."
(b) The definition of "Officer" contained in Article One, Section
1.01 of the Original Indenture is amended to add the words "(if any)"
after the words "Chairman of the Board."
(c) The definition of "Subsidiary" contained in Article One, Section
1.01 of the Original Indenture is amended in its entirety to read as
follows: "Subsidiary means any corporation, association, partnership
or other business entity of which a majority of the total voting power
of the capital stock or other interests (including partnership
interests) entitled (without regard to the occurrence of a
contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) the Company, (ii) the Company and one or more of
its Subsidiaries or (iii) one or more Subsidiaries of the Company."
(d) Article Four, Section 4.08 is hereby amended to replace the word
"corporate" appearing in the heading to such section and as the second
to the last word of such section with the word "legal."
(e) Article Five is hereby amended to replace the word "CORPORATION"
appearing in the heading thereof with the word "ENTITY."
(f) Article Five, Section 5.01 is hereby amended to insert the words
"or limited liability company" after each occurrence of the word
"corporation."
(g) Article Five, Section 5.01 is also hereby amended to insert the
following words as a new paragraph after the first paragraph thereof:
"Nothing in this Indenture shall prohibit the Company from effecting a
conversion pursuant to applicable law of the Company from a
corporation into a limited liability company or from a limited
liability company into a corporation, and any such conversion shall
not be deemed to be a consolidation, merger or transfer subject to the
requirements of the
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immediately preceding paragraph, provided, that such conversion by law
shall not be deemed to affect any obligations or liabilities of the
Company incurred prior to such conversion (including obligations or
liabilities with respect to the Securities). Notice of any such
conversion shall be promptly delivered to the Trustee."
(h) Article Ten, Section 10.15 is hereby amended to insert the words
"or limited liability company" after the word "corporation" in clause
(2) thereof.
(i) Article Ten, Section 10.16 is hereby amended to insert the words
"or limited liability company" after each occurrence of the word
"corporation."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Conflict with the TIA. If any provision of this Supplemental
Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture, the
latter provision of the TIA shall control. If any provision hereof
modifies or excludes any provision of the TIA that may be so
modified or excluded, the latter provision of the TIA shall be
deemed to apply to this Supplemental Indenture, as so modified or
excluded, as the case may be.
SECTION 3.2 Date and Time of Effectiveness. This Supplemental Indenture
shall become a legally effective and binding instrument at and as of
the date hereof.
SECTION 3.3 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange of
such Security or any other action on the part of the Holders, TCI or
the Trustee, so as to reflect this Supplemental Indenture.
SECTION 3.4 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their
respective successors.
SECTION 3.5 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors
hereunder, any Agent, Authenticating Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.
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<PAGE> 6
SECTION 3.6 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.
SECTION 3.7 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental
Indenture other than as set forth in the Original Indenture. The
Trustee assumes no responsibility for the correctness of the
statements herein contained, which shall be taken as statements of
TCI. This Supplemental Indenture is executed and accepted by the
Trustee subject to all of the terms and conditions of its acceptance
of the trust under the Original Indenture, as fully as if said terms
and conditions were herein set forth in full.
SECTION 3.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Supplemental
Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.
SECTION 3.9 Counterparts. This Supplemental Indenture may be executed in
counterparts, each of which shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but
one and the same instrument.
SECTION 3.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture shall
be amended, without further action, to read in their entirety as
follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
-5-
<PAGE> 7
SECTION 3.11 Governing Law. This Supplemental Indenture shall be governed by
and construed in accordance with the internal laws of the State
of New York.
-6-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.
TELE-COMMUNICATIONS, INC.
By
-----------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
-----------------------------
Name:
Title:
-7-
<PAGE> 1
EXHIBIT 4.2
================================================================================
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of August 9, 1991
--------------------
Medium Term Notes, Series A
================================================================================
<PAGE> 2
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee are parties to an Indenture, dated as of
August 9, 1991 (the "Original Indenture"), pursuant to which the Company issued
(as successor issuer), and the Trustee authenticated and delivered certain
Medium Term Notes, Series A, which are, as of the date hereof, currently
outstanding (the "Securities");
WHEREAS, the initial parties to the Original Indenture were the Trustee
and TCI Communications, Inc. (formerly named "Tele-Communications, Inc.")
("TCIC");
WHEREAS, on March 9, 1999, TCIC merged with an into TCI with TCI being
the surviving corporation (the "Merger"), pursuant to an Agreement and Plan of
Merger, dated as of January 12, 1999;
WHEREAS, upon the completion of the Merger the separate corporate
existence of TCIC ceased;
WHEREAS, upon completion of the Merger, TCI assumed all of the
obligations and liabilities of TCIC (including all liabilities and obligations
with respect to the Securities);
WHEREAS, immediately after giving effect to the Merger, no Default or
Event of Default occurred or was continuing under the Original Indenture;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is
advisable to amend certain provisions of the Original Indenture which may affect
the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture or the Securities of any
series without notice to or consent of any Holder of Securities or coupons to
make any change that, in the opinion of the Board of Directors, does not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon;
- 1 -
<PAGE> 3
WHEREAS, the Board of Directors of TCI has determined that the
amendments to the Indenture contained in this Supplemental Indenture do not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in this
Supplemental Indenture have the meanings assigned thereto in the Original
Indenture. The meanings assigned to all defined terms used in this Supplemental
Indenture shall be equally applicable to both the singular and plural forms of
such defined terms. The term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental Indenture, or as
otherwise supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the applicable
provisions of the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as "hereunder,"
"herein" and "hereof") shall be deemed references to the Original Indenture as
amended and supplemented hereby. All of the covenants, agreements and provisions
of this Supplemental Indenture shall be deemed to be and construed as part of
the Original Indenture to the same effect as if fully set forth therein and
shall be fully enforceable in the manner provided in the Original Indenture.
Except as otherwise provided in this Supplemental Indenture, all of the
covenants, agreements and provisions of the Original Indenture shall remain in
full force and effect.
-2-
<PAGE> 4
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or replaced as follows:
(a) The definition of "Board of Directors" contained in
Article One, Section 1.01 of the Original Indenture is amended to read
in its entirety as follows: "Board of Directors means the Board of
Directors of the Company or any authorized committee thereof, or, if
the Company is not a corporation, the equivalent decision making body
thereof or authorized committee thereof."
(b) The definition of "Officer" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the words "(if
any)" after the words "Chairman of the Board."
(c) The definition of "Subsidiary" contained in Article One,
Section 1.01 of the Original Indenture is amended in its entirety to
read as follows: "Subsidiary means any corporation, association,
partnership or other business entity of which a majority of the total
voting power of the capital stock or other interests (including
partnership interests) entitled (without regard to the occurrence of a
contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by
(i) the Company, (ii) the Company and one or more of its Subsidiaries
or (iii) one or more Subsidiaries of the Company."
(d) Article Four, Section 4.08 is hereby amended to replace
the word "corporate" appearing in the heading to such section and as
the second to the last word of such section with the word "legal."
(e) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word "ENTITY."
(f) Article Five, Section 5.01 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
(g) Article Five, Section 5.01 is also hereby amended to
insert the following words as a new paragraph after the first paragraph
thereof: "Nothing in this Indenture shall prohibit the Company from
effecting a conversion pursuant to applicable law of the Company from a
corporation into a limited liability company or from a limited
liability company into a corporation, and any such conversion shall not
be deemed to be a consolidation, merger or transfer subject to the
requirements of the
-3-
<PAGE> 5
immediately preceding paragraph, provided, that such conversion by law
shall not be deemed to affect any obligations or liabilities of the
Company incurred prior to such conversion (including obligations or
liabilities with respect to the Securities). Notice of any such
conversion shall be promptly delivered to the Trustee."
(h) Article Ten, Section 10.15 is hereby amended to insert the
words "or limited liability company" after the word "corporation" in
clause (2) thereof.
(i) Article Ten, Section 10.16 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
ARTICLE III
THE MERGER
SECTION 3.1 Acknowledgment of Prior Assumption by TCI. TCI, as the
surviving corporation of the Merger, became fully responsible upon the
completion of the Merger, without any further action, for: (i) the payment of
the principal (and premium, if any) and interest on, and any Additional Amounts
with respect to, the Securities according to their tenor and the Indenture; and
(ii) the performance and observance of all of the other covenants and provisions
of the Securities and the Indenture. Upon such assumption, TCI succeeded to and
was substituted for TCIC with the same effect as if it had been named in the
Indenture as the original issuer, and TCIC thereupon was relieved of any further
liability or obligation under the Indenture or upon the Securities. Upon and
following the completion of the Merger, all references to the "Company" in the
Indenture and the Securities are deemed references to TCI, until a successor
replaces it pursuant to the applicable provisions of the Indenture and
thereafter the "Company" shall mean such successor.
SECTION 3.2 Representations, Warranties and Covenants Regarding the
Merger. TCI represents, warrants and covenants to the Trustee as follows:
(a) Immediately following the completion of the Merger, TCI
was a corporation duly organized and validly existing under the laws of
the State of Delaware; and
(b) Immediately after giving effect to the Merger, no Default
or Event of Default occurred or was continuing.
-4-
<PAGE> 6
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 Conflict with the TIA. If any provision of this
Supplemental Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture, the latter
provision of the TIA shall control. If any provision hereof modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision of the TIA shall be deemed to apply to this Supplemental Indenture, as
so modified or excluded, as the case may be.
SECTION 4.2 Date and Time of Effectiveness. This Supplemental Indenture
shall become a legally effective and binding instrument at and as of the date
hereof.
SECTION 4.3 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to be conformed,
without the necessity for any reissuance or exchange of such Security or any
other action on the part of the Holders, TCI or the Trustee, so as to reflect
this Supplemental Indenture.
SECTION 4.4 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their respective
successors.
SECTION 4.5 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent, Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture or the Indenture.
SECTION 4.6 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 4.7 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture. The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCI. This Supplemental Indenture is executed and
accepted by the Trustee subject to all of the terms and conditions of its
-5-
<PAGE> 7
acceptance of the trust under the Original Indenture, as fully as if said terms
and conditions were herein set forth in full.
SECTION 4.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
SECTION 4.9 Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 4.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture shall be amended,
without further action, to read in their entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
SECTION 4.11 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York.
- 6 -
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
----------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
----------------------------------
Name:
Title:
- 7 -
<PAGE> 1
EXHIBIT 4.3
================================================================================
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of August 4, 1993
as supplemented by
First Supplemental Indenture Dated as of September 13, 1994 and
Second Supplemental Indenture Dated as of March 9, 1999
--------------------
Medium Term Notes, Series B
================================================================================
<PAGE> 2
THIS THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee are parties to an Indenture, dated as of
August 4, 1993, as supplemented by a First Supplemental Indenture, dated as of
September 13, 1994, and a Second Supplemental Indenture, dated as of March 9,
1999 (collectively, the "Original Indenture"), pursuant to which the Company
issued (as successor issuer), and the Trustee authenticated and delivered
certain Medium Term Notes, Series B which are, as of the date hereof, currently
outstanding (the "Securities");
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is
advisable to amend certain provisions of the Original Indenture which may affect
the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture or the Securities of any
series without notice to or consent of any Holder of Securities or coupons to
make any change that, in the opinion of the Board of Directors, does not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon;
WHEREAS, the Board of Directors of TCI has determined that the
amendments to the Indenture contained in this Supplemental Indenture do not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
- 1 -
<PAGE> 3
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in this
Supplemental Indenture have the meanings assigned thereto in the Original
Indenture. The meanings assigned to all defined terms used in this Supplemental
Indenture shall be equally applicable to both the singular and plural forms of
such defined terms. The term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental Indenture, or as
otherwise supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the applicable
provisions of the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as "hereunder,"
"herein" and "hereof") shall be deemed references to the Original Indenture as
amended and supplemented hereby. All of the covenants, agreements and provisions
of this Supplemental Indenture shall be deemed to be and construed as part of
the Original Indenture to the same effect as if fully set forth therein and
shall be fully enforceable in the manner provided in the Original Indenture.
Except as otherwise provided in this Supplemental Indenture, all of the
covenants, agreements and provisions of the Original Indenture shall remain in
full force and effect.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or replaced as follows:
(a) The definition of "Board of Directors" contained in
Article One, Section 1.01 of the Original Indenture is amended to read
in its entirety as follows: "Board of Directors means the Board of
Directors of the Company or any authorized committee thereof, or, if
the Company is not a corporation, the equivalent decision making body
thereof or authorized committee thereof."
(b) The definition of "Officer" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the words "(if
any)" after the words "Chairman of the Board."
-2-
<PAGE> 4
(c) The definition of "Subsidiary" contained in Article One,
Section 1.01 of the Original Indenture is amended in its entirety to
read as follows: "Subsidiary means any corporation, association,
partnership or other business entity of which a majority of the total
voting power of the capital stock or other interests (including
partnership interests) entitled (without regard to the occurrence of a
contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by
(i) the Company, (ii) the Company and one or more of its Subsidiaries
or (iii) one or more Subsidiaries of the Company."
(d) Article Four, Section 4.08 is hereby amended to replace
the word "corporate" appearing in the heading to such section and as
the second to the last word of such section with the word "legal."
(e) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word "ENTITY."
(f) Article Five, Section 5.01 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
(g) Article Five, Section 5.01 is also hereby amended to
insert the following words as a new paragraph after the first paragraph
thereof: "Nothing in this Indenture shall prohibit the Company from
effecting a conversion pursuant to applicable law of the Company from a
corporation into a limited liability company or from a limited
liability company into a corporation, and any such conversion shall not
be deemed to be a consolidation, merger or transfer subject to the
requirements of the immediately preceding paragraph, provided, that
such conversion by law shall not be deemed to affect any obligations or
liabilities of the Company incurred prior to such conversion (including
obligations or liabilities with respect to the Securities). Notice of
any such conversion shall be promptly delivered to the Trustee."
(h) Article Ten, Section 10.15 is hereby amended to insert the
words "or limited liability company" after the word "corporation" in
clause (2) thereof.
(i) Article Ten, Section 10.16 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
-3-
<PAGE> 5
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Conflict with the TIA. If any provision of this
Supplemental Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture, the latter
provision of the TIA shall control. If any provision hereof modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision of the TIA shall be deemed to apply to this Supplemental Indenture, as
so modified or excluded, as the case may be.
SECTION 3.2 Date and Time of Effectiveness. This Supplemental Indenture
shall become a legally effective and binding instrument at and as of the date
hereof.
SECTION 3.3 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to be conformed,
without the necessity for any reissuance or exchange of such Security or any
other action on the part of the Holders, TCI or the Trustee, so as to reflect
this Supplemental Indenture.
SECTION 3.4 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their respective
successors.
SECTION 3.5 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent, Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture or the Indenture.
SECTION 3.6 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 3.7 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture. The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCI. This Supplemental Indenture is executed
-4-
<PAGE> 6
and accepted by the Trustee subject to all of the terms and conditions of its
acceptance of the trust under the Original Indenture, as fully as if said terms
and conditions were herein set forth in full.
SECTION 3.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
SECTION 3.9 Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture shall be amended,
without further action, to read in their entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
SECTION 3.11 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York.
- 5 -
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
------------------------------------
Name:
Title:
- 6 -
<PAGE> 1
EXHIBIT 4.4
===============================================================================
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of December 20, 1995
as supplemented by
First Supplemental Indenture Dated as of March 9, 1999
--------------------
6.875% Senior Notes due 2006
7.875% Senior Debentures due 2026
Medium Term Notes, Series C
===============================================================================
<PAGE> 2
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee are parties to an Indenture, dated as of
December 29, 1995, as supplemented by a First Supplemental Indenture, dated as
of March 9, 1999 (collectively, the "Original Indenture"), pursuant to which the
Company issued (as successor issuer), and the Trustee authenticated and
delivered the following securities which are, as of the date hereof, currently
outstanding (collectively, the "Securities"):
(a) $400 million aggregate principal amount of the Company's 6.875% Senior Notes
due 2006;
(b) $600 million aggregate principal amount of the Company's 7.875%
Senior Debentures due 2026; and
(c) certain Medium Term Notes, Series C;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is
advisable to amend certain provisions of the Original Indenture which may affect
the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture or the Securities of any
series without notice to or consent of any Holder of Securities or coupons to
make any change that, in the opinion of the Board of Directors, does not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon;
WHEREAS, the Board of Directors of TCI has determined that the
amendments to the Indenture contained in this Supplemental Indenture do not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
- 1 -
<PAGE> 3
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in this
Supplemental Indenture have the meanings assigned thereto in the Original
Indenture. The meanings assigned to all defined terms used in this Supplemental
Indenture shall be equally applicable to both the singular and plural forms of
such defined terms. The term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental Indenture, or as
otherwise supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the applicable
provisions of the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as "hereunder,"
"herein" and "hereof") shall be deemed references to the Original Indenture as
amended and supplemented hereby. All of the covenants, agreements and provisions
of this Supplemental Indenture shall be deemed to be and construed as part of
the Original Indenture to the same effect as if fully set forth therein and
shall be fully enforceable in the manner provided in the Original Indenture.
Except as otherwise provided in this Supplemental Indenture, all of the
covenants, agreements and provisions of the Original Indenture shall remain in
full force and effect.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or replaced as follows:
(a) The definition of "Board of Directors" contained in
Article One, Section 1.01 of the Original Indenture is amended to read
in its entirety as follows: "Board of Directors means the Board of
Directors of the Company or any authorized committee thereof, or, if
the Company is not a corporation, the equivalent decision making body
thereof or authorized committee thereof."
- 2 -
<PAGE> 4
(b) The definition of "Officer" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the words "(if
any)" after the words "Chairman of the Board."
(c) The definition of "Subsidiary" contained in Article One,
Section 1.01 of the Original Indenture is amended in its entirety to
read as follows: "Subsidiary means any corporation, association,
partnership or other business entity of which a majority of the total
voting power of the capital stock or other interests (including
partnership interests) entitled (without regard to the occurrence of a
contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by
(i) the Company, (ii) the Company and one or more of its Subsidiaries
or (iii) one or more Subsidiaries of the Company."
(d) Article Four, Section 4.08 is hereby amended to replace
the word "corporate" appearing in the heading to such section and as
the second to the last word of such section with the word "legal."
(e) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word "ENTITY."
(f) Article Five, Section 5.01 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
(g) Article Five, Section 5.01 is also hereby amended to
insert the following words as a new paragraph after the first paragraph
thereof: "Nothing in this Indenture shall prohibit the Company from
effecting a conversion pursuant to applicable law of the Company from a
corporation into a limited liability company or from a limited
liability company into a corporation, and any such conversion shall not
be deemed to be a consolidation, merger or transfer subject to the
requirements of the immediately preceding paragraph, provided, that
such conversion by law shall not be deemed to affect any obligations or
liabilities of the Company incurred prior to such conversion (including
obligations or liabilities with respect to the Securities). Notice of
any such conversion shall be promptly delivered to the Trustee."
(h) Article Ten, Section 10.15 is hereby amended to insert the
words "or limited liability company" after the word "corporation" in
clause (2) thereof.
- 3 -
<PAGE> 5
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Conflict with the TIA. If any provision of this
Supplemental Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture, the latter
provision of the TIA shall control. If any provision hereof modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision of the TIA shall be deemed to apply to this Supplemental Indenture, as
so modified or excluded, as the case may be.
SECTION 3.2 Date and Time of Effectiveness. This Supplemental
Indenture shall become a legally effective and binding instrument at and as of
the date hereof.
SECTION 3.3 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to be conformed,
without the necessity for any reissuance or exchange of such Security or any
other action on the part of the Holders, TCI or the Trustee, so as to reflect
this Supplemental Indenture.
SECTION 3.4 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their respective
successors.
SECTION 3.5 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent, Authenticating
Agent and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture or the Indenture.
SECTION 3.6 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 3.7 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture. The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
-4-
<PAGE> 6
shall be taken as statements of TCI. This Supplemental Indenture is executed and
accepted by the Trustee subject to all of the terms and conditions of its
acceptance of the trust under the Original Indenture, as fully as if said terms
and conditions were herein set forth in full.
SECTION 3.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
SECTION 3.9 Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture shall be amended,
without further action, to read in their entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
SECTION 3.11 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York.
- 5 -
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
-----------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
-----------------------------------
Name:
Title:
- 6 -
<PAGE> 1
EXHIBIT 4.5
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
SIXTH SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of January 29, 1996
as supplemented by
First Supplemental Indenture Dated as of January 29, 1996,
Second Supplemental Indenture Dated as of May 22, 1996,
Third Supplemental Indenture Dated as of March 14, 1997,
Fourth Supplemental Indenture Dated as of March 24, 1997, and
Fifth Supplemental Indenture Dated as of March 9, 1999
--------------------
8.72% Subordinated Deferrable Interest Notes due 2045
10.00% Subordinated Deferrable Interest Notes due 2045
9.65% Subordinated Deferrable Interest Notes due 2027
9.72% Subordinated Deferrable Interest Notes due 2036
<PAGE> 2
THIS SIXTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is made
as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee are parties to an Indenture, dated as of
January 29, 1996, as supplemented by a First Supplemental Indenture, dated as of
January 29, 1996, a Second Supplemental Indenture, dated as of May 22, 1996, a
Third Supplemental Indenture, dated as of March 14, 1997, a Fourth Supplemental
Indenture, dated as of March 24, 1997, and a Fifth Supplemental Indenture, dated
as of March 9, 1999 (collectively, the "Original Indenture"), pursuant to which
the Company issued (as successor issuer), and the Trustee authenticated and
delivered the following securities which are, as of the date hereof, currently
outstanding (collectively, the "Securities"):
(a) $500 million aggregate principal amount of the Company's 8.72% Subordinated
Deferrable Interest Notes due 2045;
(b) $500 million aggregate principal amount of the Company's 10.00% Subordinated
Deferrable Interest Notes due 2045;
(c) $300 million aggregate principal amount of the Company's 9.65% Subordinated
Deferrable Interest Notes due 2027; and
(d) $200 million aggregate principal amount of the Company's 9.72% Subordinated
Deferrable Interest Notes due 2036;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is advisable
to amend certain provisions of the Original Indenture which may affect the
Conversion;
WHEREAS, the Original Indenture provides that the Company and the Trustee
may amend or supplement the Original Indenture or the Securities of any series
without notice to or consent of any Holder of Securities or coupons to make any
change that, in the opinion of the Board of Directors, does not materially
adversely affect the rights of any Securityholder or the Holder of any coupon;
-1-
<PAGE> 3
WHEREAS, the Board of Directors of TCI has determined that the amendments
to the Indenture contained in this Supplemental Indenture do not materially
adversely affect the rights of any Securityholder or the Holder of any coupon;
and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings
throughout this Supplemental Indenture. Capitalized terms
used but not defined in this Supplemental Indenture have the
meanings assigned thereto in the Original Indenture. The
meanings assigned to all defined terms used in this
Supplemental Indenture shall be equally applicable to both
the singular and plural forms of such defined terms. The
term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental
Indenture, or as otherwise supplemented or amended from time
to time by one or more indentures supplemental thereto or
hereto entered into pursuant to the applicable provisions of
the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended
or supplemented hereby) to "this Indenture" (and indirect
references such as "hereunder," "herein" and "hereof") shall
be deemed references to the Original Indenture as amended
and supplemented hereby. All of the covenants, agreements
and provisions of this Supplemental Indenture shall be
deemed to be and construed as part of the Original Indenture
to the same effect as if fully set forth therein and shall
be fully enforceable in the manner provided in the Original
Indenture. Except as otherwise provided in this Supplemental
Indenture, all of the covenants, agreements and provisions
of the Original Indenture shall remain in full force and
effect.
ARTICLE II
AMENDMENTS
-2-
<PAGE> 4
SECTION 2.1 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or
replaced as follows:
(a) The definition of "Board of Directors" contained in
Article One, Section 1.01 of the Original Indenture is
amended to read in its entirety as follows: "Board of
Directors means the Board of Directors of the Company or any
authorized committee thereof, or, if the Company is not a
corporation, the equivalent decision making body thereof or
authorized committee thereof."
(b) The definition of "Officer" contained in Article
One, Section 1.01 of the Original Indenture is amended to
add the words "(if any)" after the words "Chairman of the
Board."
(c) The definition of "Subsidiary" contained in
Article One, Section 1.01 of the Original Indenture is
amended in its entirety to read as follows: "Subsidiary
means any corporation, association, partnership or other
business entity of which a majority of the total voting
power of the capital stock or other interests (including
partnership interests) entitled (without regard to the
occurrence of a contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by (i) the Company,
(ii) the Company and one or more of its Subsidiaries or
(iii) one or more Subsidiaries of the Company."
(d) Article Four, Section 4.04 is hereby amended to
replace the word "corporate" appearing in the heading to
such section and as the second to the last word of such
section with the word "legal."
(e) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word
"ENTITY."
(f) Article Five, Section 5.01 is hereby amended to
insert the words "or limited liability company" after each
occurrence of the word "corporation."
(g) Article Five, Section 5.01 is also hereby amended
to insert the following words as a new paragraph after the
first paragraph thereof: "Nothing in this Indenture shall
prohibit the Company from effecting a conversion pursuant to
applicable law of the Company from a corporation into a
limited liability company or from a limited liability
company into a corporation, and any such conversion shall
not be deemed to be a consolidation, merger or transfer
subject to the requirements of the
-3-
<PAGE> 5
immediately preceding paragraph, provided, that such
conversion by law shall not be deemed to affect any
obligations or liabilities of the Company incurred prior to
such conversion (including obligations or liabilities with
respect to the Securities). Notice of any such conversion
shall be promptly delivered to the Trustee."
(h) The second sentence of the third paragraph of
Section 6.3 to the First Supplemental Indenture of the
Original Indenture is hereby amended to insert the words "or
limited liability company" after each occurrence of the word
"corporation."
(i) The second sentence of the third paragraph of
Section 6.3 to the Second Supplemental Indenture of the
Original Indenture is hereby amended to insert the words "or
limited liability company" after each occurrence of the word
"corporation."
(j) The second sentence of the third paragraph of
Section 6.3 to the Third Supplemental Indenture of the
Original Indenture is hereby amended to insert the words "or
limited liability company" after each occurrence of the word
"corporation."
(k) The second sentence of the third paragraph of
Section 6.3 to the Fourth Supplemental Indenture of the
Original Indenture is hereby amended to insert the words "or
limited liability company" after each occurrence of the word
"corporation."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Conflict with the TIA. If any provision of this
Supplemental Indenture modifies or excludes any provision of
the TIA that is required under such Act to be part of and
govern the Indenture, the latter provision of the TIA shall
control. If any provision hereof modifies or excludes any
provision of the TIA that may be so modified or excluded,
the latter provision of the TIA shall be deemed to apply to
this Supplemental Indenture, as so modified or excluded, as
the case may be.
SECTION 3.2 Date and Time of Effectiveness. This Supplemental
Indenture shall become a legally effective and binding
instrument at and as of the date hereof.
-4-
<PAGE> 6
SECTION 3.3 Securities Deemed Conformed. As of the date
hereof, the provisions of each Security then outstanding
shall be deemed to be conformed, without the necessity for
any reissuance or exchange of such Security or any other
action on the part of the Holders, TCI or the Trustee, so as
to reflect this Supplemental Indenture.
SECTION 3.4 Successors. All agreements of TCI and the Trustee
in this Supplemental Indenture and in the Indenture shall
bind their respective successors.
SECTION 3.5 Benefits of Supplemental Indenture. Nothing in
this Supplemental Indenture, express or implied, shall give
to any person, other than the parties hereto and their
successors hereunder, any Agent, Authenticating Agent and
the Holders, any benefit or any legal or equitable right,
remedy or claim under this Supplemental Indenture or the
Indenture.
SECTION 3.6 Separability. In case any provision in this
Supplemental Indenture, or in the Indenture, shall be
invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended
that all of the provisions hereof shall be enforceable to
the full extent permitted by law.
SECTION 3.7 Trustee Responsibility. The Trustee assumes no
duties, responsibilities or liabilities by reason of this
Supplemental Indenture other than as set forth in the
Original Indenture. The Trustee assumes no responsibility
for the correctness of the statements herein contained,
which shall be taken as statements of TCI. This Supplemental
Indenture is executed and accepted by the Trustee subject to
all of the terms and conditions of its acceptance of the
trust under the Original Indenture, as fully as if said
terms and conditions were herein set forth in full.
SECTION 3.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this
Supplemental Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.
SECTION 3.9 Counterparts. This Supplemental Indenture may be
executed in counterparts, each of which shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
-5-
<PAGE> 7
SECTION 3.10 Notices. The addresses for notices to the Company
and the Trustee set forth in Section 11.02 of the Original
Indenture shall be amended, without further action, to read
in their entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
SECTION 3.11 Governing Law. This Supplemental Indenture shall
be governed by and construed in accordance with the internal
laws of the State of New York.
-6-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: ------------------------------------
Name:
Title:
-7-
<PAGE> 1
EXHIBIT 4.6
================================================================================
TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
----------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of February 19, 1998
as supplemented by
First Supplemental Indenture Dated as of March 9, 1999
--------------------
7.125% Senior Notes due 2028
6.375% Senior Notes due 2003
================================================================================
<PAGE> 2
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is made
as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or, the "Company"), as successor issuer, and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee are parties to an Indenture, dated as of
February 19, 1998, as supplemented by a First Supplemental Indenture, dated as
of March 9, 1999 (collectively, the "Original Indenture"), pursuant to which the
Company issued (as successor issuer), and the Trustee authenticated and
delivered the following securities which are, as of the date hereof, currently
outstanding (collectively, the "Securities"):
(a) $300,000,000 aggregate principal amount of the Company's 7.125% Senior Notes
due 2028; and
(b) $750,000,000 aggregate principal amount of the Company's 6.375% Senior Notes
due 2003;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is advisable
to amend certain provisions of the Original Indenture which may affect the
Conversion;
WHEREAS, the Original Indenture provides that the Company and the Trustee
may amend or supplement the Original Indenture or the Securities of any series
without notice to or consent of any Holder of Securities or coupons to make any
change that, in the opinion of the Board of Directors, does not materially
adversely affect the rights of any Securityholder or the Holder of any coupon;
WHEREAS, the Board of Directors of TCI has determined that the amendments
to the Indenture contained in this Supplemental Indenture do not materially
adversely affect the rights of any Securityholder or the Holder of any coupon;
and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
-1-
<PAGE> 3
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.1 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings
throughout this Supplemental Indenture. Capitalized terms used
but not defined in this Supplemental Indenture have the meanings
assigned thereto in the Original Indenture. The meanings assigned
to all defined terms used in this Supplemental Indenture shall be
equally applicable to both the singular and plural forms of such
defined terms. The term "Indenture" as used herein means the
Original Indenture, as amended and supplemented by this
Supplemental Indenture, or as otherwise supplemented or amended
from time to time by one or more indentures supplemental thereto
or hereto entered into pursuant to the applicable provisions of
the Indenture.
SECTION 1.2 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended or
supplemented hereby) to "this Indenture" (and indirect references
such as "hereunder," "herein" and "hereof") shall be deemed
references to the Original Indenture as amended and supplemented
hereby. All of the covenants, agreements and provisions of this
Supplemental Indenture shall be deemed to be and construed as
part of the Original Indenture to the same effect as if fully set
forth therein and shall be fully enforceable in the manner
provided in the Original Indenture. Except as otherwise provided
in this Supplemental Indenture, all of the covenants, agreements
and provisions of the Original Indenture shall remain in full
force and effect.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or replaced
as follows:
(a) The definition of "Board of Directors" contained in Article
One, Section 1.01 of the Original Indenture is amended to read in
its entirety as follows: "Board of Directors means the Board of
Directors of the Company or any authorized committee thereof, or,
if the Company is not a corporation, the equivalent decision
making body thereof or authorized committee thereof."
-2-
<PAGE> 4
(b) The definition of "Officer" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the
words "(if any)" after the words "Chairman of the Board."
(c) Article Four, Section 4.07 is hereby amended to replace the
word "corporate" appearing in the heading to such section and as
the second to the last word of such section with the word
"legal."
(d) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word
"ENTITY."
(e) Article Five, Section 5.01 is hereby amended to insert the
words "or limited liability company" after each occurrence of the
word "corporation."
(f) Article Five, Section 5.01 is also hereby amended to insert
the following words as a new paragraph after the first paragraph
thereof: "Nothing in this Indenture shall prohibit the Company
from effecting a conversion pursuant to applicable law of the
Company from a corporation into a limited liability company or
from a limited liability company into a corporation, and any such
conversion shall not be deemed to be a consolidation, merger or
transfer subject to the requirements of the immediately preceding
paragraph, provided, that such conversion by law shall not be
deemed to affect any obligations or liabilities of the Company
incurred prior to such conversion (including obligations or
liabilities with respect to the Securities). Notice of any such
conversion shall be promptly delivered to the Trustee."
(g) Article Ten, Section 10.15 is hereby amended to insert the
words "or limited liability company" after the word "corporation"
in clause (2) thereof.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Conflict with the TIA. If any provision of this Supplemental
Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture,
the latter provision of the TIA shall control. If any provision
hereof modifies or excludes any provision of the TIA that may be
so modified or excluded, the latter provision
-3-
<PAGE> 5
of the TIA shall be deemed to apply to this Supplemental
Indenture, as so modified or excluded, as the case may be.
SECTION 3.2 Date and Time of Effectiveness. This Supplemental Indenture
shall become a legally effective and binding instrument at and as
of the date hereof.
SECTION 3.3 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to
be conformed, without the necessity for any reissuance or
exchange of such Security or any other action on the part of the
Holders, TCI or the Trustee, so as to reflect this Supplemental
Indenture.
SECTION 3.4 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their
respective successors.
SECTION 3.5 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors
hereunder, any Agent, Authenticating Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture or the Indenture.
SECTION 3.6 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby, it being intended that all of the provisions hereof
shall be enforceable to the full extent permitted by law.
SECTION 3.7 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental
Indenture other than as set forth in the Original Indenture. The
Trustee assumes no responsibility for the correctness of the
statements herein contained, which shall be taken as statements
of TCI. This Supplemental Indenture is executed and accepted by
the Trustee subject to all of the terms and conditions of its
acceptance of the trust under the Original Indenture, as fully as
if said terms and conditions were herein set forth in full.
SECTION 3.8 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this
Supplemental Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.
-4-
<PAGE> 6
SECTION 3.9 Counterparts. This Supplemental Indenture may be executed in
counterparts, each of which shall for all purposes be deemed to
be an original, and all such counterparts shall together
constitute but one and the same instrument.
SECTION 3.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture
shall be amended, without further action, to read in their
entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
The Bank of New York
101 Barclay Street, Floor 21W
New York, New York 10286"
SECTION 3.11 Governing Law. This Supplemental Indenture shall be governed
by and construed in accordance with the internal laws of the
State of New York.
-5-
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
--------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
--------------------------------
Name:
Title:
-6-
<PAGE> 1
EXHIBIT 4.7
===============================================================================
TELE-COMMUNICATIONS, INC.
and
STATE STREET BANK AND TRUST COMPANY, Trustee
------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of February 25, 2000
Supplement to Indenture Dated as of July 26, 1993
as supplemented by
First Supplemental Indenture Dated as of September 13, 1994 and
Second Supplemental Indenture Dated as of March 9, 1999
------------------
7.250% Senior Notes due 2005
7.875% Senior Debentures due 2013
8.650% Senior Notes due 2004
8.000% Senior Notes due 2005
8.750% Senior Debentures due 2015
===============================================================================
<PAGE> 2
THIS THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made as of February 25, 2000, between TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI" or the "Company"), as successor issuer, and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts Trust Company (the "Trustee"), as trustee.
RECITALS
WHEREAS, TCI and the Trustee (as successor trustee to Shawmut Bank
Connecticut, National Association ("Shawmut")), are parties to an Indenture,
dated as of July 26, 1993, as supplemented by the First Supplemental Indenture,
dated as of September 13, 1994, and the Second Supplemental Indenture, dated as
of March 9, 1999 (together, the "Original Indenture"), pursuant to which the
Company issued, and Shawmut authenticated and delivered the following securities
which are, as of the date hereof, currently outstanding (collectively, the
"Securities"):
(a) $300 million aggregate principal amount of the Company's 7.250% Senior Notes
due 2005;
(b) $550 million aggregate principal amount of the Company's 7.875% Senior
Debentures due 2013;
(c) $300 million aggregate principal amount of the Company's 8.650% Senior Notes
due 2004;
(d) $350 million aggregate principal amount of the Company's 8.000% Senior Notes
due 2005; and
(e) $750 million aggregate principal amount of the Company's 8.750% Senior
Debentures due 2015;
WHEREAS, the Board of Directors of TCI has determined that it is in the
best interests of TCI to convert its corporate form from a Delaware corporation
to a Delaware limited liability company pursuant to Section 266 of the Delaware
General Corporation Law and Section 18-214 of the Delaware Limited Liability
Company Act (the "Conversion");
WHEREAS, the Board of Directors of TCI has determined that it is
advisable to amend certain provisions of the Original Indenture which may affect
the Conversion;
WHEREAS, the Original Indenture provides that the Company and the
Trustee may amend or supplement the Original Indenture or the Securities of any
series without notice to or consent of any Holder of Securities or coupons to
make any change that, in the opinion of the Board of Directors, does not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon;
WHEREAS, the Board of Directors of TCI has determined that the
amendments to the Indenture contained in this Supplemental Indenture do not
materially adversely affect the rights of any Securityholder or the Holder of
any coupon; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary action on the part of TCI.
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NOW, THEREFORE, TCI and the Trustee agree as follows for the equal and
ratable benefit of the Holders:
ARTICLE I
DEFINITIONS; INTERPRETATION
SECTION 1.01 Definitions. Capitalized terms that are defined in the
preamble or the recitals hereto shall have such meanings throughout this
Supplemental Indenture. Capitalized terms used but not defined in this
Supplemental Indenture have the meanings assigned thereto in the Original
Indenture. The meanings assigned to all defined terms used in this Supplemental
Indenture shall be equally applicable to both the singular and plural forms of
such defined terms. The term "Indenture" as used herein means the Original
Indenture, as amended and supplemented by this Supplemental Indenture, or as
otherwise supplemented or amended from time to time by one or more indentures
supplemental thereto or hereto entered into pursuant to the applicable
provisions of the Indenture.
SECTION 1.02 Interpretation. References in the Original Indenture
(including references in the Original Indenture as amended or supplemented
hereby) to "this Indenture" (and indirect references such as "hereunder,"
"herein" and "hereof") shall be deemed references to the Original Indenture as
amended and supplemented hereby. All of the covenants, agreements and provisions
of this Supplemental Indenture shall be deemed to be and construed as part of
the Original Indenture to the same effect as if fully set forth therein and
shall be fully enforceable in the manner provided in the Original Indenture.
Except as otherwise provided in this Supplemental Indenture, all of the
covenants, agreements and provisions of the Original Indenture shall remain in
full force and effect.
ARTICLE II
AMENDMENTS
SECTION 2.01 Amendments. The following provisions of the Original
Indenture are hereby amended, modified, supplemented or replaced as follows:
(a) The definition of "Board of Directors" contained in
Article One, Section 1.01 of the Original Indenture is amended to read
in its entirety as follows: "Board of Directors means the Board of
Directors of the Company or any authorized committee thereof, or, if
the Company is not a corporation, the equivalent decision making body
thereof or authorized committee thereof."
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<PAGE> 4
(b) The definition of "Officer" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the words "(if
any)" after the words "Chairman of the Board."
(c) The definition of "Subsidiary" contained in Article One,
Section 1.01 of the Original Indenture is amended to add the words ",
partnership, limited liability company, association or other business
entity" after the occurrence of the word "corporation", to add the
words "(or other voting securities)" after each occurrence of the words
"voting stock", and to add the words "(or other securities)" after the
words "capital stock."
(d) Article Four, Section 4.08 is hereby amended to replace
the word "corporate" appearing in the heading to such section and as
the second to the last word of such section with the word "legal."
(e) Article Five is hereby amended to replace the word
"CORPORATION" appearing in the heading thereof with the word "ENTITY."
(f) Article Five, Section 5.01 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
(g) Article Five, Section 5.01 is also hereby amended to
insert the following words as a new paragraph after the first paragraph
thereof: "Nothing in this Indenture shall prohibit the Company from
effecting a conversion pursuant to applicable law of the Company from a
corporation into a limited liability company or from a limited
liability company into a corporation, and any such conversion shall not
be deemed to be a consolidation, merger or transfer subject to the
requirements of the immediately preceding paragraph, provided, that
such conversion by law shall not be deemed to affect any obligations or
liabilities of the Company incurred prior to such conversion (including
obligations or liabilities with respect to the Securities). Notice of
any such conversion shall be promptly delivered to the Trustee."
(h) Article Ten, Section 10.15 is hereby amended to insert the
words "or limited liability company" after the word "corporation" in
clause (2) thereof.
(i) Article Ten, Section 10.16 is hereby amended to insert the
words "or limited liability company" after each occurrence of the word
"corporation."
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<PAGE> 5
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Conflict with the TIA. If any provision of this
Supplemental Indenture modifies or excludes any provision of the TIA that is
required under such Act to be part of and govern the Indenture, the latter
provision of the TIA shall control. If any provision hereof modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision of the TIA shall be deemed to apply to this Supplemental Indenture, as
so modified or excluded, as the case may be.
SECTION 3.02 Date and Time of Effectiveness. This Supplemental
Indenture shall become a legally effective and binding instrument at and as of
the date hereof.
SECTION 3.03 Securities Deemed Conformed. As of the date hereof, the
provisions of each Security then outstanding shall be deemed to be conformed,
without the necessity for any reissuance or exchange of such Security or any
other action on the part of the Holders, TCI or the Trustee, so as to reflect
this Supplemental Indenture.
SECTION 3.04 Successors. All agreements of TCI and the Trustee in this
Supplemental Indenture and in the Indenture shall bind their respective
successors.
SECTION 3.05 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, any Agent and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture or the Indenture.
SECTION 3.06 Separability. In case any provision in this Supplemental
Indenture, or in the Indenture, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 3.07 Trustee Responsibility. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Original Indenture. The Trustee assumes no
responsibility for the correctness of the statements herein contained, which
shall be taken as statements of TCI. This Supplemental Indenture is executed and
accepted by the Trustee subject to all of the terms and conditions of its
acceptance of the trust under the Original Indenture, as fully as if said terms
and conditions were herein set forth in full.
SECTION 3.08 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
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<PAGE> 6
SECTION 3.09 Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.10 Notices. The addresses for notices to the Company and the
Trustee set forth in Section 11.02 of the Original Indenture shall be amended,
without further action, to read in their entirety as follows:
"If to the Company:
Tele-Communications, Inc.
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Treasurer
If to the Trustee:
State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
23rd Floor
Hartford, Connecticut 06103
Attention: Corporate Trust Department"
SECTION 3.11 Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York.
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<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TELE-COMMUNICATIONS, INC.
By:
---------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
---------------------------------------
Name:
Title:
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