-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+jieGuUFigCh9U7RQR+mYsS1HxHX6MEsQQ2hIi5mjr4r0mVALpG5hEqOJeKfi/A XFodq6pcwU4/irYIYkqV4w== 0001010192-98-000067.txt : 19981012 0001010192-98-000067.hdr.sgml : 19981012 ACCESSION NUMBER: 0001010192-98-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980930 ITEM INFORMATION: FILED AS OF DATE: 19981009 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON FUNDING CORP CENTRAL INDEX KEY: 0001060530 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 954681480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-55755-01 FILM NUMBER: 98723144 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3108249990 MAIL ADDRESS: STREET 1: 10900 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 1998 FALCON COMMUNICATIONS, L.P. (formerly Falcon Holding Group, L.P.) FALCON FUNDING CORPORATION -------------------------------------------------------------- (Exact Name of Registrants as Specified in Their Charters) CALIFORNIA CALIFORNIA -------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 333-55755 95-4654565 333-55755-01 95-4681480 ------------ ---------- (Commission File Numbers) (I.R.S. Employer Identification Numbers) 10900 WILSHIRE BOULEVARD - 15TH FLOOR LOS ANGELES, CALIFORNIA 90024 --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (310) 824-9990 -------------------------------------------------------------- (Registrants' Telephone Number, Including Area Code) Item 2. Acquisition or Disposition of Assets. On September 30, 1998, pursuant to a Contribution and Purchase Agreement, dated as of December 30, 1997, as amended, Falcon Holding Group, L.P. ("FHGLP") contributed substantially all of the existing cable television system operations owned by FHGLP and its subsidiaries to Falcon Communications, L.P. (the "Partnership") and TCI Falcon Holdings, LLC, an affiliate of Tele-Communications, Inc. ("TCI"), contributed certain cable television systems owned and operated by affiliates of TCI (the "TCI Systems") to the Partnership (the "TCI Transaction"). As a result, the Partnership, through its subsidiaries, now owns cable television systems serving more than one million customers, with TCI holding approximately 46% of the equity interests of the Partnership and FHGLP holding the remaining 54% and managing the Partnership. A detailed description of the principal steps of the TCI Transaction and certain relationships among the parties involved can be found in the Registration Statement on Form S-4 (SEC file no. 333-55755) (the "Form S-4") under the captions "The TCI Transaction" and "Certain Relationships and Related Transactions," respectively, and such descriptions are incorporated herein by this reference. In a joint press release dated September 30, 1998, the Partnership and TCI announced the consummation of the TCI Transaction. A copy of this press release is being filed as Exhibit 99.1 to this report. Prior to consummation of the TCI Transaction, FHGLP and its wholly owned subsidiary, Falcon Funding Corporation ("FFC"), were co-obligors under an Indenture, dated as of April 3, 1998 (the "Indenture"), relating to $375,000,000 aggregate principal amount of 8.375% Senior Debentures due 2010 (the "Senior Debentures") and $435,250,000 aggregate principal amount at maturity of 9.285% Senior Discount Debentures due 2010 (the "Senior Discount Debentures" and, collectively with the Senior Debentures, the "Debentures"). Pursuant to Section 5.01 of the Indenture, in connection with consummation of the TCI Transaction, the Partnership was substituted for FHGLP as an obligor under the Debentures and the Indenture and thereupon FHGLP was released and discharged from any further obligation with respect to the Debentures and the Indenture. On September 30, 1998, FHGLP, FFC, the Partnership and United States Trust Company of New York, as trustee under the Indenture, executed a supplemental indenture (the "First Supplemental Indenture") to the Indenture which effected the foregoing substitution and release. A copy of the First Supplemental Indenture is being filed as Exhibit 4.1 to this report. FFC remains as an obligor under the Debentures and the Indenture and is now a wholly owned subsidiary of the Partnership. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The audited financial statements of the TCI Systems for the three years ended December 31, 1997 were previously filed in the Form S-4. Interim financial information for the nine months ended September 30, 1998 will be filed on or before December 14, 1998. (b) Pro Forma Financial Information. Pro forma financial statements for the year ended December 31, 1997 were previously filed in the Form S-4. Pro forma financial statements for the nine months ended September 30, 1998 will be filed on or before December 14, 1998. (c) Exhibits. 2.1 Amendment, dated as of September 29, 1998, to Contribution and Purchase Agreement 2.2 Amendment, dated as September 30, 1998, to Contribution and Purchase Agreement 4.1 First Supplemental Indenture, dated as of September 30, 1998, by and among Falcon Holding Group, L.P., Falcon Funding Corporation, Falcon Communications, L.P. and United States Trust Company of New York, as trustee 10.1 Form of Amendment No. 1, dated as September 25, 1998, to the Credit Agreement dated as of June 30, 1998 99.1 Press Release dated September 30, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FALCON COMMUNICATIONS, L.P. By: Falcon Holding Group, L.P., as General Partner By: Falcon Holding Group, Inc., its General Partner Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY ------------------------------- Name: Michael K. Menerey Title: Secretary and Chief Financial Officer FALCON FUNDING CORPORATION Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY ------------------------------- Name: Michael K. Menerey Title: Secretary and Chief Financial Officer EXHIBIT INDEX 2.1 Amendment, dated as of September 29, 1998, to Contribution and Purchase Agreement 2.2 Amendment, dated as of September 30, 1998, to Contribution and Purchase Agreement 4.1 First Supplemental Indenture, dated as of September 30, 1998, by and among Falcon Holding Group, L.P., Falcon Funding Corporation, Falcon Communications, L.P. and United States Trust Company of New York, as trustee 10.1 Form of Amendment No. 1, dated as September 25, 1998, to the Credit Agreement dated as of June 30, 1998 99.1 Press Release dated September 30, 1998. EX-2.1 2 EXHIBIT 2.1 EXHIBIT 2.1 AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT THIS AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT is made and entered into as of September 29, 1998 by and among Falcon Holding Group, L.P., a Delaware limited partnership ("FHGLP"); Falcon Communications, L.P., a California limited partnership ("NewFalcon"); and TCI Falcon Holdings, LLC, a Delaware limited liability company ("TCI"). PRELIMINARY STATEMENT A. The parties hereto and certain other persons entered into the Contribution and Purchase Agreement on December 30, 1997 (the "Contribution Agreement"), which was amended and modified by a First Amendment to Contribution and Purchase Agreement, dated as of March 23, 1998 (the "First Amendment"), a Second Amendment to Contribution and Purchase Agreement, dated as of April 2, 1998, a Third Amendment to Contribution and Purchase Agreement, dated as of May 12, 1998, and a letter agreement dated June 25, 1998 (regarding TCI's acquisition of certain property in Walla Walla, Washington) (the "Walla Walla Agreement"). B. FHGLP and TCI desire to modify the Contribution Agreement in certain respects as described herein. Section 15.5(b) of the Contribution Agreement provides that FHGLP and TCI may enter into this Amendment without the consent or waiver of any other party to the Contribution Agreement, and Section 11.17 of the Contribution Agreement provides for an agreement by each FHGLP Partner that any action that may be taken by FHGLP under the Contribution Agreement may be taken by FHGLP's General Partner in the General Partner's sole discretion. NOW, THEREFORE, FHGLP, TCI, and NewFalcon agree as follows: 1. Definitions. Except as otherwise provided in this Amendment, all capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to them in the Contribution Agreement. 2. Walla Walla Property. (a) The TCI Assets shall include the property referred to in the Walla Walla Agreement. (b) Pursuant to the Walla Walla Agreement, the net fair market value of the TCI Assets, as specified in Section 3.2 of the Contribution Agreement, shall be increased by $240,000, which represents the purchase price paid by TCI for the property referred to in the Walla Walla Agreement plus all reasonable costs and expenses incurred by TCI in connection with the purchase of such property. This adjustment to the net fair market value of the TCI Assets is in addition to the other adjustments provided for elsewhere in this Amendment. 3. Adlink. (a) As specified in Schedule 2.2(a)(2) to the Contribution Agreement, the assets to be contributed by FHGLP to NewFalcon at the Closing shall not include FHGLP's equity interest in Adlink. (b) FHGLP agrees that, after Closing, NewFalcon and the Falcon Entities shall be permitted to sell advertising avails to Adlink in accordance with, and subject to, the terms and conditions of FHGLP's existing agreements with Adlink, so long as such agreements remain in effect. FHGLP confirms that its existing agreements with Adlink referenced in the preceding sentence are no less favorable to FHGLP on the date of this Amendment than they were throughout the period from January 1, 1997 through March 31, 1997. (c) For purposes of the Contribution Agreement, including Section 3.6(a) of the Contribution Agreement, "Excluded Falcon Assets" shall include FHGLP's equity interest in Adlink. 4. Supplemental Programming. Concurrently with the execution and delivery of this Amendment, TCI Communications, Inc., FHGLP, and NewFalcon are entering into an amendment to that certain letter agreement, dated December 30, 1997, among TCI Communications, Inc., FHGLP, and NewFalcon concerning certain programming matters. 5. Financing Costs. FHGLP, NewFalcon, and TCI agree that the amount by which the payments to the note holders in connection with FHGLP's tender offer for the 11% Notes (as defined in the First Amendment) exceeded the redemption price for the 11% Notes at September 15, 1998 pursuant to the Note Indenture (as defined in the First Amendment) shall be treated as "Financing Costs" for purposes of the first sentence of Section 10 of the First Amendment. 6. Cle Elum. (a) The TCI Systems shall include the cable television system serving Cle Elum, Washington, and the TCI Assets shall include all assets used or held for use in connection with the operations of the cable television system serving Cle Elum, Washington. Such assets shall constitute Retained TCI Assets and shall be contributed to NewFalcon in accordance with Section 11.10 of the Contribution Agreement. (b) TCI represents and warrants to FHGLP and NewFalcon that the representations and warranties in the Contribution Agreement regarding title to the TCI Assets, insofar as such representations and warranties relate to the assets of the cable television system serving Cle Elum, Washington after giving effect to Section 6(a) of this Amendment, are true on the date of this Amendment as if such representations and warranties were made on the date of this Amendment and set forth herein. TCI represents and warrants to FHGLP and NewFalcon that, to the best of TCI's knowledge, without due inquiry, all other representations and warranties in the Contribution Agreement regarding the TCI Systems and the TCI Assets, insofar as such representations and warranties relate to the cable television system serving Cle Elum, Washington after giving effect to Section 6(a) of this Amendment, are true on the date of this Amendment as if such representations and warranties were made on the date of this Amendment and set forth herein. (c) The net fair market value of the TCI Assets, as specified in Section 3.2 of the Contribution Agreement, shall be increased by $1,630,323, which represents the fair market value of the assets of the cable television system serving Cle Elum, Washington. This adjustment to the net fair market value of the TCI Assets is in addition to the other adjustments provided for elsewhere in this Amendment. 7. Calabasas. (a) The TCI Systems shall not include the cable television system serving Calabasas, California, and the TCI Assets shall not include any assets used or held for use in connection with the operations of the cable television system serving Calabasas, California, including the assets described in Section 2.3(a)(10) of the Contribution Agreement. (b) The net fair market value of the TCI Assets, as specified in Section 3.2 of the Contribution Agreement, shall be reduced by $1,938,759, which represents the fair market value of those assets used or held for use in connection with the operations of the cable television system serving Calabasas, California that were TCI Assets before giving effect to Section 7(a) of this Amendment. This adjustment to the net fair market value of the TCI Assets is in addition to the other adjustments provided for elsewhere in this Amendment. (c) Neither NewFalcon (or any other Falcon Entity) nor TCI Cablevision of California, Inc. shall be required under the Contribution Agreement to enter into the Signal Sharing Agreement described in Section 11.9 of the Contribution Agreement. 8. Permitted Indebtedness. (a) TCI hereby waives compliance by NewFalcon with the limitation on Indebtedness contained in Section 5.1(b)(2)(G) of the NewFalcon Agreement in connection with any assumption or incurrence of Indebtedness by NewFalcon or any of its Subsidiaries that is consummated on or prior to March 31, 1999, so long as, after giving effect to the assumption or incurrence of any such Indebtedness, the Operating Cash Flow Ratio does not exceed 7.75:1. TCI and FHGLP agree to discuss prior to March 31, 1999 appropriate long-term business plans and capital structure for NewFalcon after FHGLP's review of NewFalcon's business. Capitalized terms used in this Section 8(a) and not otherwise defined herein have the same meanings assigned to them in the NewFalcon Agreement. (b) TCI hereby waives compliance by FHGLP and each Falcon Entity with the limitation on Indebtedness contained in Section 10.5 of the Contribution Agreement. (c) TCI hereby waives the condition to Closing set forth in Section 12.2(j) of the Contribution Agreement. 9. Closing Date. (a) Effective upon the execution and delivery of this Amendment by each of FHGLP, TCI, and NewFalcon, the notice, dated September 16, 1998, that was delivered by FHGLP pursuant to Section 13.1(a)(1) of the Contribution Agreement shall be deemed withdrawn and shall be of no further force or effect. (b) Pursuant to Section 13.1(a)(1) of the Contribution Agreement, TCI and FHGLP agree that, except as provided in Section 13.1(a)(3) and Section 13.1(a)(4) of the Contribution Agreement, subject to the fulfillment prior to and at the Closing Date of the conditions specified in the Contribution Agreement, the Closing shall take place at 10:00 a.m. on September 30, 1998. 10. Effective Time. (a) The definition of "Effective Time" in Section 1.1 of the Contribution Agreement is amended to read in its entirety as follows: "Effective Time" means, as used with respect to certain assets or liabilities under this Agreement, 11:59 p.m., local time at the relevant location for determining such assets or liabilities, on the Closing Date. (b) Clause (6) of Section 3.6(a) of the Contribution Agreement is amended by deleting the words "Effective Time" and substituting therefor the word "Closing." 11. Adjustment to TCI's Current Liabilities; Capital Contribution. (a) The Current Liabilities of the TCI Systems as of the Effective Time shall be increased for purposes of Section 3.2 of the Contribution Agreement by the amount of interest accrued on $275,000,000 of NewFalcon's Indebtedness for a period of one day, calculated at the weighted average interest rate applicable as of the Closing Date to the Indebtedness incurred by NewFalcon pursuant to Section 2.8(e) of the Contribution Agreement to repay Indebtedness assumed by NewFalcon pursuant to Section 4.1 of the Contribution Agreement. The increase in the Current Liabilities of the TCI Systems as of the Effective Time pursuant to this Section 11(a) shall not be reflected on the preliminary settlement statement delivered by TCI pursuant to Section 3.7(b). (b) Within five Business Days after the TCI Adjustments and the Falcon Adjustments are finally determined pursuant to Section 3.7 of the Contribution Agreement, TCI shall contribute to NewFalcon cash in an amount equal to the amount of the increase in the Current Liabilities of the TCI Systems as of the Effective Time pursuant to Section 11(a). For purposes of the Contribution Agreement and the NewFalcon Agreement, such capital contribution shall increase the net fair market value of the capital contributions made by TCI pursuant to Section 2.2(a)(1) of the Contribution Agreement. 12. Adjustment to Current Assets for Expenses. (a) To reflect certain costs and expenses reasonably incurred by TCI and FHGLP in connection with the formation, organization, and capitalization of the NewFalcon, the Current Assets of the TCI Systems as of the Effective Time shall be increased for purposes of Section 3.2 of the Contribution Agreement by $500,000, and the Current Assets of FHGLP as of the Effective Time that are contributed to NewFalcon shall be increased for purposes of Section 3.5 of the Contribution Agreement by $2,640,000 (the "FHGLP Expenses"). FHGLP confirms that the amount of the FHGLP Expenses does not include,and FHGLP shall retain liability for, (i) the fee described in clause (i) of paragraph 2 of the letter, dated as of June 2, 1997, from Lazard Freres & Co. LLC to FHGLP, and (ii) any costs and expenses incurred by FHGLP that are properly allocable to the transactions contemplated by the Contribution Agreement related to the FHGLP Partners (as defined in the Contribution Agreement), which are not costs and expenses incurred by FHGLP directly related to the formation, organization, and capitalization of NewFalcon (including costs and expenses incurred in arranging any proposed or consummated financing). (b) The increase in the Current Assets of the TCI Systems as of the Effective Time pursuant to Section 12(a) shall be treated for purposes of the Contribution Agreement and the NewFalcon Agreement as if it had been reflected on the preliminary settlement statement delivered by TCI pursuant to Section 3.7(b). The increase in the Current Assets of FHGLP as of the Effective Time pursuant to Section 12(a) shall be treated for purposes of the Contribution Agreement and the NewFalcon Agreement as if it had been reflected on the preliminary settlement statement delivered by FHGLP pursuant to Section 3.7(b). (c) Neither FHGLP nor TCI shall be entitled to reimbursement for any costs or expenses pursuant to Section 5.7(a) of the NewFalcon Agreement. 13. Authority. FHGLP and TCI acknowledge and agree that they are entering into this Amendment pursuant to Section 15.5(b). 14. Effect of Amendment. FHGLP and TCI hereby agree that the Contribution Agreement is hereby deemed amended in all respects necessary to give effect to the consents, agreements and waivers contained in this Amendment, whether or not a particular Section or provision of the Contribution Agreement has been referred to in this Amendment. Except as amended hereby, the Contribution Agreement as previously amended shall remain unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of the Contribution Agreement, as amended hereby. From and after the date of this Amendment, each reference in the Contribution Agreement to "this Agreement," "hereof," "hereunder" or words of like import, and all references to the Contribution Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature (other than in this Amendment or as otherwise expressly provided) shall be deemed to mean the Contribution Agreement, as previously amended and as amended by this Amendment. 15. Acknowledgment by TCI Communications. TCI Communications, Inc. acknowledges and agrees that this Amendment shall in no way impair or otherwise affect any of its agreements, covenants, and obligations under the NewFalcon Agreement. [SIGNATURES NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. Falcon Holding Group, L.P. By: Falcon Holding Group, Inc. By: /s/ Stanley S. Iskowitch ---------------------------------- Name: Stanley S. Iskowitch Title: Executive Vice President Falcon Communications, Group, L.P. By: Falcon Holding Group, L.P. By: Falcon Holding Group, Inc. By: /s/ Stanley S. Iskowitch ---------------------------------- Name: Stanley S. Iskowitch Title: Executive Vice President TCI Falcon Holdings, LLC By: /s/ William R. Fitzgerald ---------------------------------- Name: William R. Fitzgerald Title: Vice President TCI Communications, Inc. By: /s/ William R. Fitzgerald ---------------------------------- Name: William R. Fitzgerald Title: Vice President EX-2.2 3 EXHIBIT 2.2 EXHIBIT 2.2 AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT THIS AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT is made and entered into as of September 30, 1998 by and among Falcon Holding Group, L.P., a Delaware limited partnership ("FHGLP"); Falcon Communications, L.P., a California limited partnership ("NewFalcon"); and TCI Falcon Holdings, LLC, a Delaware limited liability company ("TCI"). PRELIMINARY STATEMENT A. The parties hereto and certain other persons entered into the Contribution and Purchase Agreement on December 30, 1997 (the "Contribution Agreement"), which was amended and modified by a First Amendment to Contribution and Purchase Agreement, dated as of March 23, 1998 (the "First Amendment"), a Second Amendment to Contribution and Purchase Agreement, dated as of April 2, 1998, a Third Amendment to Contribution and Purchase Agreement, dated as of May 12, 1998, a letter agreement dated June 25, 1998 (regarding TCI's acquisition of certain property in Walla Walla, Washington), and an Amendment dated September 29, 1998. B. Mezzanine Lending Associates III, L.P. ("MLA III") entered into the Contribution Agreement purporting to be the owner of certain Mezzanine Notes and Mezzanine Securities. MLA III has advised FHGLP that such Mezzanine Notes and Mezzanine Securities were in fact owned one-half by MLA III and one-half by Mezzanine Lending Associates II, L.P. ("MLA II") and that each of MLA II and MLA III will assign all of its Mezzanine Notes and Mezzanine Securities prior to Closing to MLA Cable Properties LLC. C. FHGLP and TCI desire to modify the Contribution Agreement to reflect the ownership by MLA Cable Properties LLC of the Mezzanine Notes and the Mezzanine Securities. Section 15.5(b) of the Contribution Agreement provides that FHGLP and TCI may enter into this Amendment without the consent or waiver of any other party to the Contribution Agreement, except for certain consents which are set forth on the signature page to this Amendment, and Section 11.17 of the Contribution Agreement provides for an agreement by each FHGLP Partner that any action that may be taken by FHGLP under the Contribution Agreement may be taken by FHGLP's General Partner in the General Partner's sole discretion. NOW, THEREFORE, FHGLP, TCI, and NewFalcon agree as follows: 1. Definitions. All capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to them in the Contribution Agreement. 2. Mezzanine Lending Associates. (a) The Contribution Agreement is amended by deleting each reference to "Mezzanine Lending Associates III, L.P." (other than those references in the definitions of "Mezzanine Notes" and "Mezzanine Securities") and substituting therefor a reference to "MLA Cable Properties LLC." (b) By executing the consent set forth in the signature page to this Amendment, each of MLA II, MLA III, and MLA Cable Properties LLC represents and warrants that the representations and warranties in Article 6 of the Contribution Agreement, insofar as such representations and warranties relate to MLA Cable Properties LLC after giving effect to Section 2(a) of this Amendment, are true on the date of this Amendment as if such representations and warranties were made on the date of this Amendment and set forth herein. (c) This Amendment shall be effective upon the execution by each of MLA II, MLA III, and MLA Cable Properties LLC of the consent set forth in the signature page to this Amendment. 3. Authority. FHGLP and TCI acknowledge and agree that they are entering into this Amendment pursuant to Section 15.5(b). 4. Effect of Amendment. Except as amended hereby, the Contribution Agreement as previously amended shall remain unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of the Contribution Agreement, as amended hereby. From and after the date of this Amendment, each reference in the Contribution Agreement to "this Agreement," "hereof," "hereunder" or words of like import, and all references to the Contribution Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature (other than in this Amendment or as otherwise expressly provided) shall be deemed to mean the Contribution Agreement, as previously amended and as amended by this Amendment. 5. Acknowledgment by TCI Communications. TCI Communications, Inc. acknowledges and agrees that this Amendment shall in no way impair or otherwise affect any of its agreements, covenants, and obligations under the NewFalcon Agreement. [SIGNATURES NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written. Falcon Holding Group, L.P. By: Falcon Holding Group, Inc. By: /s/ Stanley S. Iskowitch ---------------------------------- Name: Stanley S. Iskowitch Title: Executive Vice President Falcon Communications, Group, L.P. By: Falcon Holding Group, L.P. By: Falcon Holding Group, Inc. By: /s/ Stanley S. Iskowitch ---------------------------------- Name: Stanley S. Iskowitch Title: Executive Vice President TCI Falcon Holdings, LLC By: /s/ William R. Fitzgerald ---------------------------------- Name: William R. Fitzgerald Title: Vice President TCI Communications, Inc. By: /s/ William R. Fitzgerald ---------------------------------- Name: William R. Fitzgerald Title: Vice President Each of the undersigned parties consents to and agrees to be bound by the foregoing amendment to the Contribution Agreement. Mezzanine Lending Associates III, L.P. By: Mezzanine Lending Management III, L.P., general partner By: /s/ Gilbert Butler ---------------------------------- Name: Gilbert Butler Title: President Mezzanine Lending Associates II, L.P. By: Mezzanine Lending Management II, L.P., general partner By: /s/ Gilbert Butler ---------------------------------- Name: Gilbert Butler Title: President Mezzanine Cable Properties LLC By: Mezzanine Lending Associates II, L.P.,its member By: Mezzanine Lending Management II, L.P., general partner By: /s/ Gilbert Butler ---------------------------------- Name: Gilbert Butler Title: President By: Mezzanine Lending Associates III, L.P., its member By: Mezzanine Lending Management III, L.P., general partner By: /s/ Gilbert Butler ---------------------------------- Name: Gilbert Butler Title: President EX-4.1 4 EXHIBIT 4.1 EXHIBIT 4.1 SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 30, 1998, by and among Falcon Holding Group, L.P., a Delaware limited partnership ("FHGLP"), Falcon Funding Corporation, a California corporation ("FFC"), Falcon Communications, L.P. , a California limited partnership ("New Falcon") and United States Trust Company of New York, as Trustee (the "Trustee"). W I T N E S S E T H : WHEREAS, as of the date hereof, pursuant to a Contribution and Purchase Agreement, dated as of December 30, 1997, as amended, FHGLP contributed substantially all of the existing cable operations owned by FHGLP and its subsidiaries to New Falcon and TCI Falcon Holdings, LLC ("TCI") contributed certain cable television systems owned and operated by affiliates of TCI to New Falcon, in each case in exchange for limited partnership interests of New Falcon (the "TCI Transaction"); WHEREAS, pursuant to Section 5.01 of the Indenture, relating to the 8.375% Senior Debentures due 2010 (the "Senior Debentures") and the 9.285% Senior Discount Debentures due 2010 (the "Senior Discount Debenture," and collectively with the Senior Debentures, the "Debentures"), dated as of April 3, 1998 (the "Indenture"), in connection with consummation of the TCI Transaction, New Falcon is to be substituted for FHGLP as an obligor under the Debentures and the Indenture and thereupon FHGLP is to be released and discharged from any further obligation or liability with respect to the Debentures and the Indenture; WHEREAS, the final offering memorandum for the Debentures, dated as of March 31, 1998 (the "Offering Memorandum"), and the outstanding Debentures provide that, upon a Change of Control, an offer to purchase the Senior Debentures and the Senior Discount Debentures must be commenced at 101% of the principal amount thereof and the Accreted Value thereof, respectively, in each case plus accrued and unpaid interest; WHEREAS, Section 4.18 of the Indenture provides that, upon a Change of Control, an offer to purchase the Senior Debentures and the Senior Discount Debentures must be commenced at 100% of the principal amount thereof and the Accreted Value thereof, respectively, in each case plus accrued and unpaid interest WHEREAS, pursuant to Section 9.01(a) of the Indenture, the parties to this Supplemental Indenture desire to amend Section 4.18 of the Indenture to be consistent with the disclosure in the Offering Memorandum and the terms of the outstanding Debentures; WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture according to its terms and the terms of the Indenture have been done; and NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Certain Terms Defined in the Indenture. All capitalized terms used herein without definition herein shall have the meanings ascribed thereto in the Indenture. SECTION 2. Amendments to the Indenture. Subject to Section 3 hereof, the Indenture is hereby amended as follows: (a) New Falcon shall be hereby substituted as an obligor under the Debentures and the Indenture; (b) FHGLP shall be hereby released and discharged from any further obligation or liability with respect to the Debentures and the Indenture; and (c) The references to 100% in Section 4.18(a) of the Indenture shall be amended to read 101%. SECTION 3. Governing Law. The laws of the State of New York shall govern this Supplemental Indenture, without regard to the choice of law provisions thereof. SECTION 4. Counterparts. This Supplemental Indenture may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 5. Ratification. Except as expressly amended hereby, each provision of the Indenture shall remain in full force and effect and, as amended hereby, the Indenture is in all respects agreed to, ratified and confirmed by each of the Issuers and the Trustee. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. FALCON HOLDING GROUP, L.P. By: Falcon Holding Group, Inc., its General Partner By: /s/Stanley S. Itskowitch -------------------------- Stanley S. Itskowitch Executive Vice President and General Counsel FALCON FUNDING CORPORATION By: /s/Stanley S. Itskowitch -------------------------- Stanley S. Itskowitch Executive Vice President and General Counsel FALCON COMMUNICATIONS, L.P. By: Falcon Holding Group, L.P., its general partner By: Falcon Holding Group, Inc., its general partner By: /s/Stanley S. Itskowitch -------------------------- Stanley S. Itskowitch Executive Vice President and General Counsel UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: /s/Margaret M. Ciesmelewski --------------------------- Margaret M. Ciesmelewski Assistant Vice President EX-10.1 5 EXHIBIT 10.1 Exhibit 10.1 FALCON RESTRICTED COMPANIES CREDIT AGREEMENT Amendment No. 1 This Agreement, dated as of September 25, 1998, is among the affiliates of Falcon Holding Group, L.P., a Delaware limited partnership ("Holding, L.P."), set forth on the signature pages hereof and BankBoston, N.A., as documentation agent (the "Documentation Agent") for itself and the other Lenders under the Credit Agreement (as defined below). The parties agree as follows: 1. Credit Agreement; Definitions. This Agreement amends the Credit Agreement dated as of June 30, 1998 among the parties hereto and the other Lenders party thereto (as in effect prior to giving effect to this Agreement, the "Credit Agreement"). Terms defined in the Credit Agreement as amended hereby (the "Amended Credit Agreement") and not otherwise defined herein are used with the meaning so defined. 2. Amendment of Credit Agreement. Effective upon the date on which all the conditions set forth in Section 4 hereof are satisfied (the "Amendment Date"), the Credit Agreement is amended as follows: 2.1. Amendment of Section 1; Definition of "Consolidated Net Income". Paragraph (c) of the definition of "Consolidated Net Income" in Section 1 of the Credit Agreement is hereby amended to read in its entirety as follows: "(c) the effect of extraordinary and nonrecurring items of gain, income, loss or expense, including in any event the following items: (i) with the approval of at least two of the Specified Agents, which approval shall not be unreasonably withheld, the Falcon Cable Systems Settlement Payments, (ii) other litigation and tax judgments and settlements of up to an aggregate of $2,500,000 (or such larger amount as may be approved by at least two of the Specified Agents, whose approval shall not be unreasonably withheld) during any fiscal year of the Restricted Companies and (iii) payments of up to an aggregate of $5,000,000 (or such larger amount as may be approved by at least two of the Specified Agents) during any fiscal quarter of the Restricted Companies in respect of: franchise taxes relating to prior periods; sales, use and other tax assessments relating to prior periods; payments, refunds or credits in respect of customer late fees relating to prior periods; other similar items relating to prior periods; and acquisition deposits that are forfeited during such period." 2.2. Amendment of Section 2.2.1. Section 2.2.1 of the Credit Agreement is hereby amended by substituting "October 1, 1998" for "September 30, 1998". 2.3. Amendment of Section 3.3.2. Section 3.3.2 of the Credit Agreement is hereby amended by substituting "October 1, 1998" for "September 30, 1998". 2.4. Amendment of Section 7.9.8. Section 7.9.8 of the Credit Agreement is hereby amended to read in its entirety as follows: "7.9.8. Investments consisting of loans from the Restricted Companies to Holding, L.P., New Falcon I or TCI that constitute Distributions permitted by Section 7.10." 2.5. Amendment of Section 7.10.4. Section 7.10.4 of the Credit Agreement is hereby amended to read in its entirety as follows: "7.10.4. The Restricted Companies may make Distributions on account of management services provided to the Restricted Companies (in addition to any Distributions permitted by Section 7.10.3) in an aggregate amount not exceeding (i) in the case of such Distributions made on account of management services provided to the Restricted Companies during the first fiscal quarter of any fiscal year of the Restricted Companies, the excess of 4.25% of Consolidated Revenues earned in such fiscal quarter over Distributions previously made on account of management services provided to the Restricted Companies during such fiscal quarter under this Section 7.10.4, (ii) in the case of such Distributions made on account of management services provided to the Restricted Companies during the second fiscal quarter of any fiscal year of the Restricted Companies, the excess of 4.25% of Consolidated Revenues earned in the first two fiscal quarters of the Restricted Companies over Distributions previously made on account of management services provided to the Restricted Companies during such fiscal year under this Section 7.10.4, (iii) in the case of such Distributions made on account of management services provided to the Restricted Companies during the third fiscal quarter of any fiscal year of the Restricted Companies, the excess of 4.25% of Consolidated Revenues earned in the first three fiscal quarters of the Restricted Companies over Distributions previously made on account of management services provided to the Restricted Companies during such fiscal year under this Section 7.10.4 and (iv) in the case of such Distributions made on account of management services provided to the Restricted Companies during the fourth fiscal quarter of any fiscal year of the Restricted Companies, the excess of 4.25% of Consolidated Revenues earned in such fiscal year over Distributions previously made on account of management services provided to the Restricted Companies during such fiscal year under this Section 7.10.4; provided, however, that Distributions pursuant to this Section 7.10.4 must be made no later than 180 days after the end of the fiscal year in which the management services on account of which such Distributions are made are provided." 2.6. Amendment of Exhibit 8.1. Exhibit 8.1 to the Credit Agreement is amended to read in its entirety as set forth in Exhibit A hereto. 3. Representations and Warranties. Each of the Restricted Companies jointly and severally represents and warrants as follows: 3.1. Legal Existence, Organization. Each of the Restricted Companies is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization, with all power and authority, corporate, limited liability company, partnership or otherwise, necessary (a) to enter into and perform this Agreement and the Amended Credit Agreement and (b) to own its properties and carry on the business now conducted or proposed to be conducted by it. Each of the Restricted Companies has taken all corporate, limited liability company, partnership or other action required to make the provisions of this Agreement and the Amended Credit Agreement the valid and enforceable obligations they purport to be. 3.2. Enforceability. Each of the Restricted Companies has duly authorized, executed and delivered this Agreement. Each of this Agreement and the Amended Credit Agreement is the legal, valid and binding obligation of each of the Restricted Companies and is enforceable against each of the Restricted Companies in accordance with its terms. 3.3. No Legal Obstacle to Agreements. Neither the execution and delivery of this Agreement or any other Credit Document, nor the making of any borrowings hereunder, nor the guaranteeing of the Credit Obligations, nor the securing of the Credit Obligations with any Credit Security, has constituted or resulted in or will constitute or result in: (a) any breach or termination of any agreement, instrument, deed or lease to which any of the Restricted Companies is a party or by which it is bound, or of the Charter or By-laws of any of the Restricted Companies; (b) the violation of any law, judgment, decree or governmental order, rule or regulation applicable to any of the Restricted Companies; (c) the creation under any agreement, instrument, deed or lease of any Lien (other than Liens on the Credit Security which secure the Credit Obligations) upon any of the assets of the Restricted Companies; or (d) except as contemplated by section 2.6 of the Contribution Agreement, any redemption, retirement or other repurchase obligation of any of the Restricted Companies under any Charter, By-law, agreement, instrument, deed or lease. No approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person that has not been obtained or made is required to be obtained or made by any of the Restricted Companies in connection with the execution, delivery and performance of this Agreement or the performance of the Amended Credit Agreement. 3.4. Defaults. Immediately before and after giving effect to the amendments set forth in Section 2 hereof, no Default will exist. 3.5. Incorporation of Representations and Warranties. The representations and warranties set forth in Section 8 of the Amended Credit Agreement are true and correct on the date hereof as if originally made on and as of the date hereof (except for those representations and warranties made as of a specified earlier date, which shall have been true and correct as of such date). 4. Conditions. The effectiveness of this Agreement shall be subject to the satisfaction of the following conditions: 4.1. Officer's Certificate. The representations and warranties of the Restricted Companies set forth or incorporated by reference herein shall be true and correct as of the Amendment Date as if originally made on and as of the Amendment Date (except for those representations and warranties made as of a specified earlier date, which shall have been true and correct as of such date); no Default shall exist and be continuing on the Amendment Date; and the Documentation Agent shall have received a certificate to these effects signed by a Financial Officer in the event the Amendment Date occurs after the date hereof. 4.2. Payment of Documentation Agent's Legal Expenses. The Borrowers shall have paid the reasonable legal fees and expenses of the Documentation Agent with respect to this Agreement and the transactions contemplated hereby. 4.3. Proper Proceedings. This Agreement, each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary proceedings of each Obligor and any of their respective Affiliates party thereto. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person with respect to any of the transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect. The Documentation Agent shall have received copies of all documents, including certificates, records of corporate and partnership proceedings and opinions of counsel, which the Documentation Agent may have reasonably requested in connection therewith, such documents where appropriate to be certified by proper corporate, partnership or governmental authorities. 5. General. The Amended Credit Agreement and all of the Credit Documents are each confirmed as being in full force and effect. This Agreement, the Amended Credit Agreement and the other Credit Documents referred to herein or therein constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior and current understandings and agreements, whether written or oral. Each of this Agreement and the Amended Credit Agreement is a Credit Document and may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns, including as such successors and assigns all holders of any Credit Obligation. This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of The Commonwealth of Massachusetts. [The rest of this page is left intentionally blank.] Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first above written. FALCON CABLE MEDIA, A CALIFORNIA LIMITED PARTNERSHIP FALCON CABLE SYSTEMS COMPANY II, L.P. FALCON CABLEVISION, A CALIFORNIA LIMITED PARTNERSHIP FALCON COMMUNITY CABLE, L.P. FALCON COMMUNITY VENTURES I LIMITED PARTNERSHIP FALCON TELECABLE, A CALIFORNIA LIMITED PARTNERSHIP FALCON COMMUNITY INVESTORS, L.P. FALCON INVESTORS GROUP, LTD., A CALIFORNIA LIMITED PARTNERSHIP FALCON MEDIA INVESTORS GROUP, A CALIFORNIA LIMITED PARTNERSHIP FALCON TELECABLE INVESTORS GROUP, A CALIFORNIA LIMITED PARTNERSHIP FALCON TELECOM, L.P. By FALCON HOLDING GROUP, INC., as general partner, or general partner of the general partner, of each of the foregoing Restricted Companies By /s/ Stanley S. Itskowitch ----------------------------- Title: Executive Vice President FALCON FIRST, INC. By /s/ Stanley S. Itskowitch ----------------------------- Title: Executive Vice President FALCON CABLE COMMUNICATIONS, LLC By FALCON HOLDING GROUP, INC., as general partner of the managing general partner of its sole member By /s/ Stanley S. Itskowitch ----------------------------- Title: Executive Vice President ATHENS CABLEVISION, INC. AUSABLE CABLE TV, INC. CEDAR BLUFF CABLEVISION, INC. DALTON CABLEVISION, INC. EASTERN MISSISSIPPI CABLEVISION, INC. FALCON FIRST CABLE OF NEW YORK, INC. FALCON FIRST CABLE OF THE SOUTHEAST,INC. FALCON FIRST HOLDINGS, INC. FF CABLE HOLDINGS, INC. LAUDERDALE CABLEVISION, INC. MULTIVISION NORTHEAST, INC. MULTIVISION OF COMMERCE, INC. PLATTSBURG CABLEVISION, INC. SCOTTSBORO CABLEVISION, INC. SCOTTSBORO TV CABLE, INC. By: /s/ Stanley S. Itskowitch ----------------------------- As an authorized officer of each o the foregoing corporations - Executive Vice President BANKBOSTON, N.A., as Documentation Agent under the Credit Agreement By /s/ David B. Hertor ------------------------------ Title: Managing Partner BankBoston, N.A. Media and Communications Department 100 Federal Street Boston, MA 02110 Telecopy: (617) 434-3401 BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION By: /s/ Shannon T. Ward ----------------------------- Title: Vice President Bank of America National Trust & Savings Association Entertainment & Media Industry Group - Dept. 3283 555 South Flower Street, 10th Floor Los Angeles, CA 90071 Telecopy: (213) 228 2641 THE CHASE MANHATTAN BANK By /s/ Mitch Gervis ----------------------------- Title: Vice President The Chase Manhattan Bank 270 Park Avenue, 37th Floor New York, NY 10017 Telecopy: (212) 270-4584 NATIONSBANK,N.A. By /s/ Derrick C. Bell ----------------------------- Title: Vice President Nationsbank, N.A. 901 Main Street, 64th Floor Dallas, Tx 75202 Telecopy: (214) 508-9390 TORONTO DOMINION (TEXAS) INC. By /s/ Neva Nesbitt ----------------------------- Title: Vice President Toronto Dominion (Texas) Inc. 909 Fannin Street, 17th Floor Houston, TX 77010 Telecopy: (713) 951-9921 ABN AMRO BANK N.V. By /s/ Frans O'R Logan ----------------------------- Title: Group Vice President By /s/ William S. Bennett ----------------------------- Title: Vice President ABN AMRO Bank N.V. 500 Park Avenue, 2nd Floor New York, NY 10022 Telecopy: (212) 446-4203 PARIBAS By /s/ Darlynn Ernst ----------------------------- Title: AVP By /s/ [ILLEGIBLE] ----------------------------- Title: Director Paribas 2029 Century Park East, Suite 3900 Los Angeles, CA 90067 Telecopy: (310) 556-3762 BARCLAYS BANK PLC By /s/ [ILLEGIBLE] ----------------------------- Title: Associate Director Barclays Bank PLC 388 Mark Street, Suite 1700 San Francisco, CA 94111 Telecopy: (415) 765-4760 CIBC INC. By /s/ [ILLEGIBLE] ----------------------------- Title:Executive Director CIBC Inc. 425 Lexington Avenue New York, NY 10017 Telecopy: (212) 856-3558 CREDIT LYONNAIS NEW YORK BRANCH By /s/ Mark D. Thorsheim ----------------------------- Title: Vice President Credit Lyonnais New York Branch 1301 Avenue of the Americas New York, NY 10019 Telecopy: (212) 261-3288 FLEET NATIONAL BANK By /s/ William Werr ----------------------------- Title: Assistant Vice PResident Fleet National Bank Media & Communications Group 1185 Avenue of the Americas, 16th Floor New York, NY 10036 Telecopy: (212) 819-6202 THE FUJI BANK, LIMITED, LOS ANGELES AGENCY By /s/ Masahito Fukuda ----------------------------- Title: Joint General MAnager The Fuji Bank, Limited, Los Angeles Agency 333 South Hope Street, 39th Floor Los Angeles, CA 90071 Telecopy: (213) 253-4178 COOPERATIVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.,"RABOBANK NEDERLAND", NEW YORK BRANCH By /s/ Kevin D. Kinto ----------------------------- Title: Vice President By /s/ Barbara A. Hyland ----------------------------- Title:Senior Vice President Rabobank Nederland Media & Telecommunications 300 South Wacker Drive, Suite 3500 Chicago, IL 60606 Telecopy: (312) 786-0052 UNION BANK OF CALIFORNIA By /s/ Jenny Dongo ----------------------------- Title: Vice President Union Bank of California 445 South Figueroa Street Los Angeles, CA 90071 Telecopy: (213) 236-5747 BANQUE NATIONALE DE PARIS By /s/ [ILLEGIBLE] ----------------------------- Title: Vice President By /s/ Janice Ho ----------------------------- Title: Vice President Banque Nationale de Paris 725 South Figueroa, Suite 2090 Los Angeles, CA 90017 Telecopy: (213) 488-9602 CITY NATIONAL BANK By /s/ Rod P. Bullins ----------------------------- Title: Vice President City National Bank 400 N. Roxbury Drive, 3rd Floor Beverly Hills, CA 90210 Telecopy: (310) 888-6152 CREDIT LOCAL DE FRANCE By /s/ Philippe Ducos ----------------------------- Title:Deputy General Manager By /s/ John W. Flaherty ----------------------------- Title: Vice President Credit Local de France 450 Park Avenue, 3rd Floor New York, NY 10022 Telecopy: (212) 753-5522 DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By /s/ Brian Haughney ----------------------------- Title: Assistant Tresurer By /s/ Laura G. Fazio ----------------------------- Title: First Vice President Dresdner Bank AG, New York and Grand Cayman Branches 75 Wall Street New York, NY 10005 Telecopy: (212) 429-2374 DEEP ROCK AND COMPANY By: Eaton Vance Management, as Investment Advisor By /s/ Barnara Campbell ----------------------------- Title: Vice President Eaton Vance Management Attn: Prime Rate Reserves 24 Federal Street, 6th Floor Boston, MA 02110 Telecopy: (617) 695-9594 SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By /s/ Barbara Campbell ----------------------------- Title: Vice President Senior Debt Portfolio c/o Boston Management and Research 24 Federal Street, 6th Floor Boston, MA 02110 THE INDUSTRIAL BANK OF JAPAN, LIMITED LOS ANGELES AGENCY By /s/ Vincente L. Timaraos ----------------------------- Title: SVP & SDGM The Industrial Bank of Japan, Limited Los Angeles Agency 350 Grand South Avenue, Suite 1500 Los Angeles, CA 90071 Telecopy: (213) 488-9840 SUMMIT BANK By /s/ C.J. Annas ----------------------------- Title: RVP Summit Bank 512 Township Line Road, Suite 280 Blue Bell, PA 19422 Telecopy: (215) 619-4820 SUNTRUST BANK, CENTRAL FLORIDA, N.A. By /s/ [ILLEGIBLE] ----------------------------- Title: Vice President Suntrust Bank,Central Florida, N.A. 200 South Orange Ave. MC 1109 Orlando, FL 32801 Telecopy: (407) 237-5126 THE TRAVELERS INSURANCE COMPANY By /s/ Jordan M. Stitzer ----------------------------- Title: Vice President The Travelers Insurance Company One Tower Square Hartford, CT 06183-2030 Telecopy: (860) 954-3730 AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., as Investment Advisor By /s/ [ILLEGIBLE] ----------------------------- Title: AG Capital Funding Partners, L.P. c/o Angelo, Gordon & Co. 245 Park Avenue, 26th Floor New York, NY 10167 Telecopy: (212) 867-1388 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By /s/ [ILLEGIBLE] ----------------------------- Title: Vice President Prime Income Trust c/o Dean Witter InterCapital, Inc. Two World Trade Center, 72nd Floor New York, NY 10048 Telecopy: (212) 392-5345 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By /s/ Thomas S. Li ----------------------------- Title: Managing Director Massachusetts Mutual Life Insurance Company 1295 State Street, First Floor Springfield, MA 01111 Telecopy: (413) 744-6127 MASSMUTUAL HIGH YIELD PARTNERS II, LLC By /s/ [ILLEGIBLE] ----------------------------- Title: Vice President HYP Management Inc, as Managing Member MassMutual High Yield Partners II, LLC c/o Massachusetts Mutual Life 1295 Spring Street, First Floor Springfield, MA 01111 Telecopy: (413) 744-6127 MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By /s/ Joseph Matteo ----------------------------- Title: Authorized Signatory Merrill Lynch Debt Strategies Portfolio c/o Merrill Lynch Asset Management, L.P. 800 Scudders Mill Road, Area 1B Plainsboro, NJ 08536 Telecopy: (609) 282-3542 TRANSAMERICA By /s/ John M. Casparian ----------------------------- Title: Investment Officer Transamerica 1100 South Olive Street, Suite 2700 Los Angeles, CA 90015 Telecopy: (213) 742-4160 VAN KAMPEN CLO II, LIMITED By: Van Kampen American Capital Management, Inc., as Collateral Manager By /s/ Jeffrey W. Maillett ----------------------------- Title: Senior Vice President & Director Van Kampen American Capital CLO II, Limited One Parkview Plaza, 6th Floor Oakbrook Terrace, IL 60181 Telecopy: (630) 684-6740 VAN KAMPEN AMERICAN CAPITAL ENIOR INCOME TRUST By /s/ Jeffrey W. Maillett ----------------------------- Title: Senior Vice President & Director Van Kampen American Capital Senior Income Trust One Parkview Plaza, 6th Floor Oakbrook Terrace, IL 60181 Telecopy: (630) 684-6740 VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST By /s/ Jeffrey W. Maillett ----------------------------- Title: Senior Vice President & Director Van Kampen American Capital Prime Rate Income Trust One Parkview Plaza, 6th Floor Oakbrook Terrace, IL 60181 Telecopy: (630) 684-6740 THE LONG TERM CREDIT BANK OF JAPAN LIMITED, LOS ANGELES AGENCY By /s/ [ILLEGIBLE] ----------------------------- Title: Deputy General Manager The Long Term Credit Bank of Japan Limited, Los Angeles Agency 350 South Grand Avenue, Suite 3000 Los Angeles, CA 90071 Telecopy: (213) 622-6908 KZH III LLC By /s/ Virgina Conway ----------------------------- Title: Authorized Agent KZH III LLC c/o The Chase Manhattan Bank 450 West 33rd Street, 15th Floor New York, NY 10001 Attention: Virginia Conway Telecopy: (212) 946-7776 KZH CYPRESSTREE-1 LLC By /s/ Virgina Conway ----------------------------- Title: Authorized Agent KZH CypressTree-1 LLC c/o The Chase Manhattan Bank 450 West 33rd Street, 15th Floor New York, NY 10001 Attention: Virginia Conway Telecopy: (212) 946-7776 EX-99.1 6 EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE September 30, 1998 Contact: TCI Media Relations, Katina Vlahadamis or LaRae Marsik (303) 267-5273 Falcon Investor Relations, Dan Do (626) 844-1754 TCIC AND FALCON FORM NEW PARTNERSHIP SERVING MORE THAN ONE MILLION CUSTOMERS ENGLEWOOD, CO - TCI Communications, Inc. ("TCIC"), the cable television system arm of Tele-Communications, Inc. ("TCI"), and Falcon Holding Group, L.P. ("Falcon") today announced that they have completed the formation of a new partnership, Falcon Communications, L.P. (the "Partnership"). The agreement to form the Partnership was originally signed in December of 1997. TCIC contributed certain cable television systems in Alabama, California, Missouri, Oregon and Washington serving approximately 295,000 subscribers. These systems have been combined with the approximately 710,000 subscribers in Falcon's cable systems. The Partnership will be managed by Falcon, and Falcon will have a 54 percent interest and TCIC a 46 percent interest. "This partnership represents a critical milestone in Falcon's corporate development and we are very excited with the inauguration of our relationship with TCI," said Marc B. Nathanson, Chairman and Chief Executive Officer of Falcon. "Falcon is now well positioned to embark on an exciting path of expansion through enhanced market concentration, technology advancements, and continued quality service to our diverse customer base." "We are pleased to have successfully completed our partnership with Falcon," said Leo J. Hindery, Jr., President of TCI. "This partnership will distribute video, data and telecommunications products more efficiently to our cable customers in these markets." Tele-Communications, Inc. is traded through the TCI Group, the TCI Ventures Group and the Liberty Media Group common stocks. The Series A and Series B TCI Group common stocks are traded on the National Market tier of the Nasdaq Stock Market under the symbols of TCOMA and TCOMB, respectively. Falcon Communications, L.P. serves more than 1,000,000 customers throughout 26 states and 800 communities, principally in Alabama, California, Missouri, Oregon and Washington. -----END PRIVACY-ENHANCED MESSAGE-----