EXHIBIT 2.2
AMENDMENT TO
CONTRIBUTION AND PURCHASE AGREEMENT
THIS AMENDMENT TO CONTRIBUTION AND PURCHASE AGREEMENT is made and entered
into as of September 30, 1998 by and among Falcon Holding Group, L.P., a
Delaware limited partnership ("FHGLP"); Falcon Communications, L.P., a
California limited partnership ("NewFalcon"); and TCI Falcon Holdings, LLC, a
Delaware limited liability company ("TCI").
PRELIMINARY STATEMENT
A. The parties hereto and certain other persons entered into the
Contribution and Purchase Agreement on December 30, 1997 (the "Contribution
Agreement"), which was amended and modified by a First Amendment to Contribution
and Purchase Agreement, dated as of March 23, 1998 (the "First Amendment"), a
Second Amendment to Contribution and Purchase Agreement, dated as of April 2,
1998, a Third Amendment to Contribution and Purchase Agreement, dated as of May
12, 1998, a letter agreement dated June 25, 1998 (regarding TCI's acquisition of
certain property in Walla Walla, Washington), and an Amendment dated September
29, 1998.
B. Mezzanine Lending Associates III, L.P. ("MLA III") entered into the
Contribution Agreement purporting to be the owner of certain Mezzanine Notes and
Mezzanine Securities. MLA III has advised FHGLP that such Mezzanine Notes and
Mezzanine Securities were in fact owned one-half by MLA III and one-half by
Mezzanine Lending Associates II, L.P. ("MLA II") and that each of MLA II and MLA
III will assign all of its Mezzanine Notes and Mezzanine Securities prior to
Closing to MLA Cable Properties LLC.
C. FHGLP and TCI desire to modify the Contribution Agreement to reflect the
ownership by MLA Cable Properties LLC of the Mezzanine Notes and the Mezzanine
Securities. Section 15.5(b) of the Contribution Agreement provides that FHGLP
and TCI may enter into this Amendment without the consent or waiver of any other
party to the Contribution Agreement, except for certain consents which are set
forth on the signature page to this Amendment, and Section 11.17 of the
Contribution Agreement provides for an agreement by each FHGLP Partner that any
action that may be taken by FHGLP under the Contribution Agreement may be taken
by FHGLP's General Partner in the General Partner's sole discretion.
NOW, THEREFORE, FHGLP, TCI, and NewFalcon agree as follows:
1. Definitions. All capitalized terms used herein and not otherwise defined
herein shall have the same meanings assigned to them in the Contribution
Agreement.
2. Mezzanine Lending Associates.
(a) The Contribution Agreement is amended by deleting each reference to
"Mezzanine Lending Associates III, L.P." (other than those references in the
definitions of "Mezzanine Notes" and "Mezzanine Securities") and substituting
therefor a reference to "MLA Cable Properties LLC."
(b) By executing the consent set forth in the signature page to this
Amendment, each of MLA II, MLA III, and MLA Cable Properties LLC represents and
warrants that the representations and warranties in Article 6 of the
Contribution Agreement, insofar as such representations and warranties relate to
MLA Cable Properties LLC after giving effect to Section 2(a) of this Amendment,
are true on the date of this Amendment as if such representations and warranties
were made on the date of this Amendment and set forth herein.
(c) This Amendment shall be effective upon the execution by each of MLA II,
MLA III, and MLA Cable Properties LLC of the consent set forth in the signature
page to this Amendment.
3. Authority. FHGLP and TCI acknowledge and agree that they are entering
into this Amendment pursuant to Section 15.5(b).
4. Effect of Amendment. Except as amended hereby, the Contribution
Agreement as previously amended 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 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 previously amended and as amended by this Amendment.
5. Acknowledgment by TCI Communications. TCI Communications, Inc.
acknowledges and agrees that this Amendment shall in no way impair or otherwise
affect any of its agreements, covenants, and obligations under the NewFalcon
Agreement.
[SIGNATURES NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
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Name: Stanley S. Iskowitch
Title: Executive Vice President
Falcon Communications, Group, L.P.
By: Falcon Holding Group, L.P.
By: Falcon Holding Group, Inc.
By: /s/ Stanley S. Iskowitch
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Name: Stanley S. Iskowitch
Title: Executive Vice President
TCI Falcon Holdings, LLC
By: /s/ William R. Fitzgerald
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Name: William R. Fitzgerald
Title: Vice President
TCI Communications, Inc.
By: /s/ William R. Fitzgerald
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Name: William R. Fitzgerald
Title: Vice President
Each of the undersigned parties consents to and agrees to be bound by the
foregoing amendment to the Contribution Agreement.
Mezzanine Lending Associates III, L.P.
By: Mezzanine Lending Management III,
L.P., general partner
By: /s/ Gilbert Butler
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Name: Gilbert Butler
Title: President
Mezzanine Lending Associates II, L.P.
By: Mezzanine Lending Management II,
L.P., general partner
By: /s/ Gilbert Butler
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Name: Gilbert Butler
Title: President
Mezzanine Cable Properties LLC
By: Mezzanine Lending Associates II,
L.P.,its member
By: Mezzanine Lending Management II,
L.P., general partner
By: /s/ Gilbert Butler
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Name: Gilbert Butler
Title: President
By: Mezzanine Lending Associates III,
L.P., its member
By: Mezzanine Lending Management III,
L.P., general partner
By: /s/ Gilbert Butler
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Name: Gilbert Butler
Title: President