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EXHIBIT 10.62
April 2, 1998
TCI Falcon Holdings, LLC
c/o Tele-Communications, Inc.
Terrace Tower II
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Gentlemen:
Reference is made to (i) the Contribution and Purchase Agreement (the
"Contribution Agreement"), dated as of December 30, 1997, between Falcon Holding
Group, L.P. ("FHGLP"), Falcon Communications, L.P. ("NewFalcon"), TCI Falcon
Holdings, LLC ("TCI"), and certain other persons, and (ii) the First Amendment
to Contribution and Purchase Agreement (the "First Amendment"), entered into as
of March 23, 1998, among FHGLP, NewFalcon, and TCI. Capitalized terms used in
this letter and not otherwise defined in this letter have the meanings assigned
to them in the First Amendment.
This letter, when countersigned by TCI below, will constitute an amendment
to the Contribution Agreement, as previously amended by the First Amendment, as
follows:
1. For all purposes under the Contribution Agreement, all terms and
provisions of the First Amendment (including all consents, agreements, and
waivers contained in the First Amendment), are incorporated in this amendment as
if stated herein, except that references in the First Amendment to the terms of
the Debentures as described in the Offering Memorandum shall be deemed to
include the terms described on Schedule 1 attached to this letter, to the extent
such terms differ from the terms of the Offering Memorandum.
2. FHGLP and TCI 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 is referred to in the First Amendment
and thereby incorporated herein. Except as amended hereby, the Contribution
Agreement, as previously amended by the First Amendment, 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 by the First
Amendment and 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 amended by the First Amendment and this amendment.
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TCI Falcon Holdings, LLC
April 2, 1998
Page 2
3. This amendment may be referred to as the Second Amendment to
Contribution and Purchase Agreement.
Please indicate your agreement to the foregoing by executing below and
returning one fully executed original to Falcon Holding Group, L.P.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
FALCON COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
AGREED AND ACCEPTED AS OF
THIS 2nd DAY OF APRIL 1998
TCI FALCON HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
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XXXXXX XXXXXXX March 31, 1998
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High Yield New Issue Summary
Issuer: Falcon Holding Group, L.P.
Type of Security: Senior Debentures
Amount: $375,000,000.00
Maturity: April 15, 2010
Coupon: 8.375%
Issue Price per Note: $997.32 (99.732%)
Yield: 8.410%
Spread to UST: 275 bps
Ratings: X0/X
Xxxxxxxxxxxx: XXXX, Xxxxxx, XXX, XX, BARS, BoB,
Chase, CIBC, Nations, TD
Distribution Method: 144A with Registration Rights
Trade Date: 3/31/98
Settlement date: 4/3/98
Type of Settlement: Flat (same day funds)
Use of Proceeds: To repay indebtedness outstanding under
the Bank Credit Agreement
Call Schedule: Beginning April 15:
2003 @ 104.188
2004 @ 102.792
2005 @ 101.396
2006 and thereafter @100.000
Equity Clawback: Prior to April 15, 2001, the company
may redeem up to 35% of the aggregate
principal amount at maturity of the
Notes with the net proceeds of one or
more Equity Offerings at a price of
108.375% of Accreted Value.
Cusips: 144A: 00000XXX0
AI: 00000XXX0
Reg S: X00000XX0
Gross Spread: 2.500%
Selling Concession: 0.250%
External Reallowance: 0.125%
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XXXXXX XXXXXXX March 31, 1998
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High Yield New Issue Summary
Issuer: Falcon Holding Group, L.P.
Type of Security: Senior Discount Debentures
Amount: $435,250,000.00 (Face)
$275,639,472.50 (Proceeds)
Maturity: April 15, 2010
Coupon: Non-Cash first 5 Years; cash thereafter
(April 15 and October 15)
Option Cash
Interest Payments: Any time prior to 4/15/03, the Issuer
may elect to commence the accrual of
cash interest on any Semi-annual
Accrual Date, in which case the
outstanding principal amount at
maturity of each Senior Discount
Debenture will be reduced to the
Accreted Value of such Semi-annual
Accrual Date and cash interest will be
payable on such Debenture on each
interest payment date thereafter.
Yield: 9.285%
Issue Price per Note: $633.29 (63.329%)
Spread to UST: 363.5 bps
Ratings: X0/X
Xxxxxxxxxxxx: XXXX, Xxxxxx, XXX, XX, BARS, BoB,
Chase, CIBC, Nations, TD
Distribution Method: 144A with Registration Rights
Trade Date: 3/31/98
Settlement Date: 4/3/98
Type of Settlement: Flat (same day funds)
First Cash Pay: October 15, 2003
Use of Proceeds: To repay indebtedness outstanding under
the Bank Credit Agreement
Call Schedule: Beginning April 15:
2003 @ 104.643
2004 @ 103.095
2005 @ 101.548
2006 and thereafter @ 100.000
Equity Clawback: Prior to April 15, 2001 the company may
redeem up to 35% of the aggregate
principal amount at maturity of the
Notes with the net proceeds of one or
more Equity Offerings at a price of
109.285% of Accreted Value.
Cusips: 144A 00000XXX0
AI: 00000XXX0
Reg S: X00000XX0
Gross Spread: 3.000%
Selling Concession: 0.250%
External Reallowance: 0.125%
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FALCON HOLDING GROUP, L.P.
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Pricing Details
Settlement Date: 4/3/98
Proceeds: $275,639,472.50
Face Amount: $435,250,000.00
Yield: 9.285%
Price (%): 63.329
Price per Bond: $633.29
Semi-Annual Accrual Date Period Accreted Value
------------------------- ------------------ -------------------------------------
(w/out truncating new issue price but
truncating of accreted value)
Settlement 4/3/98 0
10/15/98 1.06667 $633.29
4/15/99 2.06667 $664.70
10/15/99 3.06667 $695.56
4/15/00 4.06667 $727.85
10/15/00 5.06667 $761.64
4/15/01 6.06667 $797.00
10/15/01 7.06667 $834.00
4/15/02 8.06667 $872.72
10/15/02 9.06667 $913.23
4/15/03 10.06667 $955.63
$1,000.00
