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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015
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Exhibit 2.2





This AMENDMENT NO. 1 (this “Amendment”) to the Contribution Agreement (as defined below), dated as of May 23, 2015, is entered into by and among Advance/Newhouse Partnership, a New York partnership (“A/N”), A/NPC Holdings LLC, a Delaware limited liability company, Charter Communications, Inc., a Delaware corporation (“Charter”), CCH I, LLC, a Delaware limited liability Company (“New Charter”), Charter Communications Holdings, LLC, a Delaware limited liability company (“Charter Holdco” and, together with Charter and New Charter, the “Charter Parties” and the Charter Parties, together with A/N, A/NPC Holdings LLC, the “Parties”).


WHEREAS, the Parties entered into that certain Contribution Agreement dated as of March 31, 2015 (the “Contribution Agreement”);

WHEREAS, Section 9.2 of the Contribution Agreement permits the Parties to amend the Contribution Agreement by the execution by each of the Parties of an instrument in writing;

WHEREAS, Section 6.1(g) of the Contribution Agreement provides that the obligations of the Parties under the Contribution Agreement are subject to the consummation, prior to Closing, of the Comcast Agreement, the Separation Agreement, the Spinco Merger Agreement, the Asset Exchange Agreement and the Asset Purchase Agreement, in each case in all material respects in accordance with the terms of each such agreement as publicly disclosed, unless the obligation that each such agreement be consummated is waived by the Parties prior to Closing;

WHEREAS, the Comcast Agreement has been terminated;

WHEREAS, the Parties acknowledge that A/N has delivered to TWCE an Offer Notice in accordance with the TWEAN Agreement and that thirty Business Days have passed since the delivery of such Offer Notice without TWCE having accepted the offer set forth in such Offer Notice or having made a Counter-Offer during such time period in accordance with the TWEAN Agreement; and

WHEREAS, the Parties desire to provide that the businesses of Charter and Bright House Networks, LLC shall be combined in connection with the combination of Time Warner Cable, Inc. (“TWC”) or, in certain circumstances, without TWC, in the event that TWC enters into an agreement for a Company Acquisition Proposal (as defined in the TWC Agreement) as more particularly provided below.

NOW, THEREFORE, the Parties hereby, intending to be legally bound, agree as follows:

1. Amendments. The Contribution Agreement is amended hereby as follows:



Sections 6.1(f), 8.2(d), 8.2(f), 8.2(g) and 8.4(b) and the first sentence of Section 5.4(d) of the Contribution Agreement are hereby deleted in their entirety, in each case