Exhibit 2(f)
AMENDMENT AGREEMENT dated as of December 8, 1995,
to the SUPPLEMENTAL AGREEMENT dated as of February 6,
1995, among CABLEVISION INDUSTRIES CORPORATION, a
Delaware corporation (the "Company"), the corporations
and partnerships listed on the signature pages hereof
as Gerry Companies ("the Gerry Companies" and together
with their respective subsidiaries and the Company, the
"Cablevision Companies"), the corporations listed on
the signature pages hereof as Direct Holders (the
"Direct Holders"), ALAN GERRY, an individual residing
at Loomis Road, Liberty, New York (the "Principal
Stockholder"), TIME WARNER INC., a Delaware Corporation
("Parent"), and TW CVI ACQUISITION CORP., a Delaware
corporation and a wholly owned subsidiary of Parent
("Sub").
WHEREAS, concurrently with the execution and delivery of
this Amendment Agreement, certain of the parties hereto are executing
and delivering (i) an Amended and Restated Purchase Agreement, (ii)
the CIMF Merger Agreement, providing for the merger of CIMF with and
into the Company, and (iii) the Seminole County Agreement, providing
for the purchase of certain cable television systems in and around
Seminole County, Florida, which are owned by CILP; and
WHEREAS the parties hereto desire to (i) amend Annex A to
the Supplemental Agreement as originally executed in order to effect
the transactions contemplated by the foregoing Agreements and (ii) set
forth their understanding with respect to certain other matters
arising under the Supplemental Agreement.
NOW THEREFORE, in consideration of the agreements contained
in this Amendment Agreement, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Capitalized terms used herein and
not defined herein have the meanings given such terms in Annex A to
the Supplemental Agreement, as amended hereby, and the rules of
interpretation set forth in Annex A, as amended hereby, are applicable
hereto.
SECTION 2. Amendments to Annex A. (a) The following
definitions shall hereby be added to Annex A to the Supplemental
Agreement to read as follows:
"CIMF" means Cablevision Industries of Middle Florida, Inc,
a Florida corporation.
"CIMF Merger" has the meaning given to such term in the
Introduction to the CIMF Merger Agreement.
"CIMF Merger Agreement" means the Agreement and Plan of
Merger dated as of December 8, 1995, among CIMF, the Company, the
Principal Stockholder and Parent.
"Seminole County Agreement" means the Agreement dated as of
December 8, 1995, among the Principal Stockholder, CPI, CID and
Parent.
(b) The following definitions contained in Annex A shall
hereby be amended in their entirety to read as follows:
"Acquisition Documents" means the Supplemental Agreement,
the Merger Agreements, the Escrow Agreement and the Purchase
Agreement, including in each case all exhibits and schedules
(including the Disclosure Schedule), as such agreements may be amended
from time to time by agreement of the parties but shall in no event be
deemed to include the agreements or documents referred to in the
Disclosure Schedule (as amended from time to time by agreement of the
parties).
"CMP Acquisition Sub" means TW CVI Acquisition Corp. II, a
Delaware corporation.
"Merger Agreement" means each of the Company Merger
Agreement, the CMP Merger Agreement and the CIMF Merger
Agreement.
"Merger Gerry Companies" means CMP and CIMF.
"Mergers" means the Company Merger, the CMP Merger and the
CIMF Merger.
"Purchase Agreement" means the Purchase Agreement dated as
of February 6, 1995, as amended and restated
as of December 8, 1995, as such agreement may be amended from
time to time by agreement of the parties, among the Principal
Stockholder, the Purchase Gerry Companies, the Direct Holders and
Parent.
(c) The following definitions are hereby deleted from Annex
A to the Supplemental Agreement.
"CPI Acquisition Sub"
"CPI Merger"
"CPI Merger Agreement"
"CPI Surviving Corporation"
(d) The last paragraph of page 2 of Attachment I to Annex A
is hereby amended to delete the reference to Seminole County Florida
contained therein so that certain subscribers and equipment and
facilities relating thereto located in various portions of, in, or
around Seminole County, Florida will constitute Individual Subscribers
and Systems for purposes of the Supplemental Agreement.
SECTION 3. Amendments. (a) Section 3.03(f)(iii) shall be
amended to read as follows:
Immediately prior to the Mergers, Parent will be in control of
Sub and CMP Acquisition Sub within the meaning of Section 368(c)
of the Code. Immediately prior to the CIMF Merger, Parent will be
in control of the Company within the meaning of Section 368(c) of
the Code.
(b) Section 5.16(c) shall be amended to read in its entirety
as follows:
(c) Parent shall prepare and file, or cause to be prepared
and filed, in accordance with the Company's past custom and
practice, all tax returns for the Company for all Pre-Closing Tax
Periods for which tax returns have not been filed prior to the
Closing, and the Surviving Corporation (as defined in the Company
Merger Agreement) shall pay all Taxes shown to be due on such tax
returns. In preparing such Company tax returns, Parent shall
consult with the Principal Stockholder in good faith and shall
provide the Principal Stockholder with drafts of such tax returns
(together with the relevant back-up information upon request) for
review at least
10 days prior to filing. The Principal Stockholder shall prepare
and file, or cause to be prepared and filed, all tax returns for
each Gerry Company for all Pre-closing Tax Periods. Such tax
returns shall be prepared in accordance with such Gerry Company's
past custom and practice and, with respect to CILP, CFA and CISA,
items of income, gain, loss and deduction shall be prepared using
the closing of the books method. In preparing such Gerry Company
tax returns, the Principal Stockholder shall consult with Parent
in good faith and shall provide Parent with drafts of such tax
returns (together with the relevant back-up information upon
request) for review at least 10 days prior to filing.
(c) Section 5.24(b) shall be amended by adding the following
sentence at the end thereof:
"Such employees shall be deemed to be terminated prior to the
Closing Date for purposes of clause (i) of the definition of
"Severance and Incentive Liabilities" set forth in Annex A
hereto."
(c) The form of opinion attached as Exhibit H to the
Supplemental Agreement shall be revised to read as set forth in
Exhibit A hereto.
SECTION 4. Agreement with respect to Certain Matters. For
purposes of determining (i) whether the conditions specified in
Sections 6.03(h) and (i) have been satisfied, and for purposes of
determining whether the conditions in Section 6.03(b) and (e) have
been satisfied, but only to the extent that such Sections refer to
Section 6.03(h) and 6.03(i), and (ii) whether an indemnification
obligation is owed pursuant to Section 7.01(b) of the Supplemental
Agreement in respect of the Franchise agreements or FCC licenses to
which CFA, CILP and CIMF (or entities in which they own an interest)
are parties or licensees, and any consents, approvals or waivers
required thereunder, the change in the structure of the acquisitions
of CFA, CILP and CIMF, as reflected in the Amended and Restated
Purchase Agreement and the CIMF Merger Agreement, shall be
disregarded. The foregoing agreement shall not, however, affect any
other obligation, representation or warranty of the parties to the
Acquisition Documents.
SECTION 5. Counterparts. This Amendment Agreement may be
executed in one or more counterparts, all of which shall be considered
one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to
the other parties.
SECTION 6. Governing Law. This Amendment Agreement shall be
governed by, and construed in accordance with, the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof, except to the
extent that the laws of the State of Delaware are mandatorily
applicable.
IN WITNESS WHEREOF, the Company, the Gerry Companies, the
Direct Holders, the Principal Stockholder, Parent and Sub have caused
this Amendment Agreement to be signed by their respective duly
authorized officers (or, in the case of the Principal Stockholder, has
signed this Agreement), all as of the date first written above.
CABLEVISION INDUSTRIES CORPORATION,
by
Name:
Title:
CABLEVISION MANAGEMENT CORPORATION
OF PHILADELPHIA (a Merger Gerry
Company),
by
Name:
Title:
CABLEVISION PROPERTIES, INC. (a
Direct Holder),
by
Name:
Title:
CABLEVISION INDUSTRIES LIMITED
PARTNERSHIP (a Purchase Gerry
Company),
by CABLEVISION INDUSTRIES OF
DELAWARE, INC., as General
Partner,
by
Name:
Title:
and by CABLEVISION PROPERTIES, INC.,
as General Partner,
by
Name:
Title:
CABLEVISION INDUSTRIES OF
TENNESSEE L.P. (a Purchase Gerry
Company),
by CABLEVISION INDUSTRIES OF
TENNESSEE, INC., as General
Partner,
by
Name:
Title:
and by
Alan Gerry, as
General Partner
CABLEVISION INDUSTRIES OF SARATOGA
ASSOCIATES (a Purchase Gerry
Company),
by ARA CABLEVISION, INC.,
as General Partner,
by
Name:
Title:
and by
Alan Gerry, as
General Partner
and by CABLEVISION OF
FAIRHAVEN/ACUSHNET, as General
Partner,
by CABLEVISION INDUSTRIES OF
MIDDLE FLORIDA, INC., as
General Partner,
by
Name:
Title:
and by
Alan Gerry, as
General Partner
CABLEVISION OF FAIRHAVEN/ACUSHNET
(a Purchase Gerry Company),
by CABLEVISION INDUSTRIES OF
MIDDLE FLORIDA, INC., as General
Partner,
by
Name:
Title:
and by
Alan Gerry, as
General Partner
CABLEVISION INDUSTRIES OF MIDDLE
FLORIDA, INC. (a Merger Gerry
Company),
by
Name:
Title:
CABLEVISION INDUSTRIES OF FLORIDA,
INC. (a Purchase Gerry Company),
by
Name:
Title:
CABLEVISION INDUSTRIES OF DELAWARE,
INC. (a Direct Holder),
by
Name:
Title:
ARA CABLEVISION, INC. (a Direct
Holder),
by
Name:
Title:
Alan Gerry, as the
Principal Stockholder
TIME WARNER INC.,
by
Name: Spencer B. Hays
Title: Vice President
TW CVI ACQUISITION CORP.,
by
Name:
Title: