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EXHIBIT 4.1
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TELE-COMMUNICATIONS, INC.
and
THE BANK OF NEW YORK, Trustee
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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
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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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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.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Treasurer
If to the Trustee:
The Bank of New York
000 Xxxxxxx Xxxxxx, Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000"
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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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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
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Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
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Name:
Title:
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