Exhibit 2.2
AMENDMENT TO CONTRIBUTION AGREEMENT
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is entered into
as of July 15, 1998, by and between Coaxial Communications of Central Ohio,
Inc., an Ohio corporation ("Central"), and Insight Communications Company, L.P.,
a Delaware limited partnership ("Insight").
PRELIMINARY STATEMENT
Central and Insight entered into a Contribution Agreement, dated as of June
30, 1998 (the "Contribution Agreement"). Central and Insight desire to amend
the Contribution Agreement as provided in this Amendment.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
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Capitalized terms used in this Amendment and not defined in this Amendment
shall have the meanings assigned to them in the Contribution Agreement.
ARTICLE 2
AMENDMENTS TO EXHIBITS
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2.1 Form of Operating Agreement.
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The Contribution Agreement is amended by deleting Exhibit A thereto in its
entirety and substituting therefor the form of Operating Agreement attached to
this Amendment as Exhibit A.
2.2 Form of Amended Articles of Incorporation of Central.
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The Contribution Agreement is amended by deleting Exhibit B thereto in its
entirety and substituting therefor the form of Amended Articles of Incorporation
of Central attached to this Amendment as Exhibit B.
2.3 Form of Close Corporation Agreement of Central.
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The Contribution Agreement is amended by deleting Exhibit C thereto in its
entirety and substituting therefor the form of Close Corporation Agreement of
Central attached to this Amendment as Exhibit C.
2.4 Form of Single-Member LLC Operating Agreement.
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The Contribution Agreement is amended by deleting Exhibit D thereto in its
entirety and substituting therefor the form of Single-Member LLC Operating
Agreement attached to this Amendment as Exhibit D.
2.5 Form of Single-Member LLC Management Agreement.
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The Contribution Agreement is amended by deleting Exhibit E thereto in its
entirety and substituting therefor the form of Single-Member LLC Management
Agreement attached to this Amendment as Exhibit E.
2.6 Employee Transition Agreement.
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Insight and Central agree that the Employee Transition Agreement shall be
substantially in the form attached to this Amendment as Exhibit F.
2.7 Parent Undertaking.
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Insight and Central agree that the Parent Undertaking referred to in
Section 12.4 of the Contribution Agreement shall be substantially in the form
attached to this Amendment as Exhibit G.
2.8 Schedules.
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The Contribution Agreement is amended by deleting the Schedules thereto in
their entirety and substituting therefor the schedules attached to this
Amendment.
2.9 Other Provisions.
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Except where inconsistent with the express terms of this Amendment, all
provisions of the Contribution Agreement as originally entered into shall remain
in full force and effect.
ARTICLE 3
MISCELLANEOUS
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3.1 Benefit and Binding Effect.
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This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
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3.2 Entire Agreement.
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This Amendment represents the entire understanding and agreement between
the parties with respect to the subject matter hereof.
3.3 Governing Law.
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THIS AMENDMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CHOICE OF LAW
PROVISIONS THEREOF).
3.4 Headings.
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The headings in this Amendment are included for ease of reference only and
shall not control or affect the meaning or construction of the provisions of
this Amendment.
3.5 Construction.
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The rules of construction set forth in the Contribution Agreement shall
govern the construction and interpretation of this Amendment.
3.6 Counterparts.
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This Amendment may be executed in two counterparts, each of which, when so
executed and delivered, shall be an original, and both of which counterparts
together shall constitute one and the same fully executed instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment to
Contribution Agreement as of the day first mentioned above.
COAXIAL COMMUNICATIONS OF CENTRAL OHIO,
INC.
By: /s/ Dennis J. McGillicuddy
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Name: Dennis J. McGillicuddy
Title: Chairman
INSIGHT COMMUNICATIONS COMPANY, L.P.
By: ICC Associates, L.P.,
its General Partner
By: Insight Communications, Inc.,
General Partner
By: /s/ Michael S. Willner
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Name: Michael S. Willner
Title: President
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