SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
November 12, 1999, by and among Falcon Communications, L.P., a California
limited partnership ("FCLP"), Falcon Funding Corporation, a California
corporation ("FFC"), CC VII Holdings, LLC, a Delaware limited liability company
("CCLLC"), and United States Trust Company of New York, as trustee (the
WHEREAS, as of the date hereof, FCLP is to be merged with and into
CCLLC, with CCLLC surviving the merger as successor-in-interest to FCLP;
WHEREAS, pursuant to Section 5.01(ii) of that certain Indenture dated
as of April 3, 1998, as amended by the First Supplemental Indenture dated as of
September 30, 1998, by and among FCLP, FFC, and the Trustee, relating to the
8.375% Senior Debentures due 2010 and the 9.285% Senior Discount Debentures due
2010 (the "Indenture"), FCLP may not consolidate or merge with or transfer all
or substantially all of its assets to any Person unless such Person assumes all
of the obligations of FCLP under the Debentures and the Indenture, and any
remaining obligations of FCLP and Falcon Holding Group, L.P., a Delaware limited
partnership ("FHGLP"), under the Registration Rights Agreement;
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.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. All capitalized terms used herein without definition
herein shall have the meanings ascribed to such terms in the Indenture.
Section 2. Assumption of Obligations. CCLLC hereby expressly assumes all of the
obligations of FCLP under the Debentures and the Indenture, and any remaining
obligations of FCLP and FHGLP under the Registration Rights Agreement. The
Indenture is hereby amended in accordance with the preceding sentence.
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.