-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7mlk2c4iq1sF1Av01XgGCRo0ND7zl9eqCsJ+x4OKE5MDJcqOHisG3qPdCiXNVLv zsEAh6wiw33u1KlsdlANQg== 0000950157-96-000016.txt : 19960112 0000950157-96-000016.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950157-96-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960104 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960110 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08637 FILM NUMBER: 96502516 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 1996 TIME WARNER INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-8637 13-1388520 - ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 75 Rockefeller Plaza, New York, New York 10019 -------------------------------------------------- (Address of principal executive offices)(zip code) (212) 484-8000 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On January 4, 1996, Time Warner Inc. ("Time Warner") completed its acquisition of Cablevision Industries Corporation ("CVI") and certain related companies, as previously described in Time Warner's Current Reports on Form 8-K dated February 6, 1995, May 30, 1995, August 14, 1995, and November 14, 1995, pursuant to which (i) CVI merged with a wholly owned subsidiary of Time Warner and became a direct, wholly owned subsidiary of Time Warner (the "CVI Merger"), (ii) Cablevision Management Corporation of Philadelphia ("CMP") merged with a wholly owned subsidiary of Time Warner and became a direct, wholly owned subsidiary of Time Warner (the "CMP Merger"), (iii) immediately following the CVI Merger, Cablevision Industries of Middle Florida, Inc. ("CIMF") merged into CVI (the "CIMF Merger") and (iv) immediately following the CVI Merger, CVI and certain of its subsidiaries purchased the entire equity interests or all of the assets (collectively, the "Gerry Purchase") of each of Cablevision Industries of Tennessee L.P. ("CITLP"), Cablevision Industries Limited Partnership ("CILP"), Cablevision Industries of Saratoga Associates ("CISA"), Cablevision of Fairhaven/Acushnet ("CFA") and Cablevision Industries of Florida, Inc. ("CIF" and, together with CIMF, CMP, CITLP, CILP, CISA and CFA, the "Gerry Companies", and together with CVI, the "Cablevision Companies"). The CMP Merger, the CIMF Merger and the Gerry Purchase are referred to herein as the "Gerry Acquisition". The CVI Merger and the Gerry Acquisition are referred to herein as the "Transactions". The consideration received by the stockholders of CVI (principally Alan Gerry) for the CVI Merger was 457,075 shares of the common stock of Time Warner, 3,250,000 and 3,226,792 shares, respectively, of two newly designated series of convertible preferred stock of Time Warner and the assumption of the liabilities of CVI. A description of the two newly designated series of convertible preferred stock of Time Warner is provided in Time Warner's Current Report on Form 8-K dated February 6, 1995. The aggregate consideration received by Alan Gerry and certain related parties for the Gerry Acquisition was 2,448,809 shares of the common stock of Time Warner, approximately $210 million in cash and the assumption of the liabilities of the Gerry Companies. The aggregate amount of indebtedness assumed or incurred upon the closing of the Transactions was approximately $2 billion. In connection with the consummation of the Transactions, TWI Cable Inc., a wholly owned subsidiary of Time Warner ("TWI Cable"), borrowed approximately $1.5 billion under its five-year revolving credit agreement entered into on June 30, 1995 (as amended, the "New Credit Agreement"), and loaned such proceeds to CVI under the same terms set forth in the New Credit Agreement. CVI used such proceeds to repay or redeem an aggregate of approximately $1.2 billion of outstanding indebtedness of CVI and indebtedness that was assumed in the Gerry Acquisition, including redemption premiums thereon (the "CVI Debt Refinancing"). In addition to the amount borrowed for the CVI Debt Refinancing, CVI borrowed approximately $300 million from TWI Cable under the New Credit Agreement, of which approximately $210 million was used to consummate the Gerry Acquisition and $90 million was used to pay for transaction costs and other one-time costs related to the Transactions. CVI, certain of its subsidiaries and certain of the Gerry Companies have guaranteed the obligations of TWI Cable under the New Credit Agreement. The New Credit Agreement is included as an exhibit to Time Warner's Current Report on Form 8-K dated July 6, 1995. In connection with the Transactions, CVI has entered into a management service arrangement with Time Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership in which 74.49% of the pro rata priority capital and residual equity interests as well as certain priority capital interests are owned by Time Warner and certain of its wholly owned subsidiaries, pursuant to which TWE will manage and operate the cable television systems of the Cablevision Companies. Item 7. Financial Statements and Exhibits. (a) and (b) Financial Statements. The financial statements of CVI and the pro forma financial information of Time Warner required by this Item were previously filed as exhibits to Time Warner's Current Report on Form 8-K dated November 14, 1995. (c) Exhibits. 2 (a) Agreement and Plan of Merger dated as of February 6, 1995, among CVI, Alan Gerry, Time Warner and TW CVI Acquisition Corp. 2 (b) Agreement and Plan of Merger dated as of February 6, 1995, among CMP, Alan Gerry and Time Warner. 2 (c) Agreement and Plan of Merger dated as of December 8, 1995, among CIMF, Alan Gerry, Time Warner and CVI. 2 (d) Purchase Agreement dated as of February 6, 1995, as amended and restated as of December 8, 1995, among Alan Gerry, the corporations and partnerships listed on the signature pages thereof as the Purchase Gerry Companies and the Direct Holders, and Time Warner. 2 (e) Supplemental Agreement dated as of February 6, 1995, including Annex A thereto, among CVI, the corporations and partnerships listed on the signature pages thereof as the Gerry Companies and the Direct Holders, Alan Gerry, Time Warner and TW CVI Acquisition Corp. 2 (f) Amendment Agreement dated as of December 8, 1995, to the Supplemental Agreement dated as of February 6, 1995, including Annex A thereto, among CVI, the corporations and partnerships listed on the signature pages thereof as the Gerry Companies and the Direct Holders, Alan Gerry, Time Warner and TW CVI Acquisition Corp. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 10, 1996. TIME WARNER INC., by /s/ Richard J. Bressler ----------------------------- Name: Richard J. Bressler Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description of Exhibit Sequentially Numbered Page 2 (a) Agreement and Plan of Merger * dated as of February 6, 1995, among CVI, Alan Gerry, Time Warner and TW CVI Acquisition Corp (incorporated by reference to exhibit 2(a) to Time Warner's Current Report on Form 8-K dated February 6, 1995). 2 (b) Agreement and Plan of Merger dated * as of February 6, 1995, among CMP, Alan Gerry and Time Warner (incorporated by reference to exhibit 2 (c) to Time Warner's Current Report on Form 8-K dated February 6, 1995). 2 (c) Agreement and Plan of Merger dated as of December 8, 1995, among CIMF, Alan Gerry, Time Warner and CVI. 2 (d) Purchase Agreement dated as of February 6, 1995, as amended and restated as of December 8, 1995, among Alan Gerry, the corporations and partnerships listed on the signature pages thereof as the Purchase Gerry Companies and the Direct Holders, and Time Warner. 2 (e) Supplemental Agreement dated as * of February 6, 1995, including Annex A thereto, among CVI, the corporations and partnerships listed on the signature pages thereof as the Gerry Companies and the Direct Holders, Alan Gerry, Time Warner and TW CVI Acquisition Corp. (incorporated by reference to exhibit 2(e) to Time Warner's Current Report on Form 8-K dated February 6, 1995). - -------------------------------- *Incorporated by reference. Exhibit No. Description of Exhibit Sequentially Numbered Page 2 (f) Amendment Agreement dated as of December 8, 1995, to the Supplemental Agreement dated as of February 6, 1995, including Annex A thereto, among CVI, the corporations and partnerships listed on the signature pages thereof as the Gerry Companies and the Direct Holders, Alan Gerry, Time Warner and TW CVI Acquisition Corp. EX-2 2 EXHIBIT 2(C) Exhibit 2(c) AGREEMENT AND PLAN OF MERGER dated as of December 8, 1995, among CABLEVISION INDUSTRIES OF MIDDLE FLORIDA, INC., a Florida corporation ("CIMF"), ALAN GERRY, an individual residing at Loomis Road, Liberty, New York (the "Principal Stockholder"), TIME WARNER INC., a Delaware corporation ("Parent") and CABLEVISION INDUSTRIES CORPORATION, a Delaware corporation (the "Company"). WHEREAS Parent, CIMF and certain affiliates of CIMF, including the Principal Stockholder, have previously entered into a Purchase Agreement dated as of February 6, 1995 (the "Purchase Agreement"), providing for, among other things, the purchase by Parent and/or one or more Designated Entities of all of the assets of CIMF in exchange for the assumption of all of its Assumed Liabilities; WHEREAS Parent, CIMF and certain affiliates of CIMF, including the Principal Stockholder, have now determined to change the structure of Parent's acquisition of the business of CIMF and the form of consideration to be paid for such acquisition; WHEREAS the respective Boards of Directors of CIMF and Parent have approved the merger of CIMF with and into the Company, upon the terms and subject to the conditions set forth in this Agreement (the "CIMF Merger"), whereby each issued and outstanding share of Common Stock of CIMF not owned directly or indirectly by CIMF or any subsidiary of CIMF (the "CIMF Common Stock"), will be converted into the right to receive the Merger Consideration; WHEREAS each of the Company and Cablevision Management Corporation of Philadelphia ("CMP") have entered into a Merger Agreement with the Principal Stockholder and Parent, pursuant to which upon the terms and subject to the conditions set forth therein, TW CVI Acquisition Corp. will be merged into the Company (the "Company Merger") and CMP Acquisition Sub will be merged into CMP and the Principal Stockholder will receive for each share of common stock of the Company or CMP, as applicable, the Merger Consideration (as defined in the relevant Merger Agreement); and WHEREAS, concurrently with the execution and delivery hereof, the Principal Stockholder, certain subsidiaries of the Principal Stockholder that are Purchase Gerry Companies and the Direct Holders and Parent are entering into an amended and restated Purchase Agreement dated as of December 8, 1995, which eliminates CIMF as a party and pursuant to which, upon the terms and subject to the conditions set forth therein, the Principal Stockholder has agreed to sell and Parent has agreed to purchase all of the equity interests in, or the assets of and assume the related liabilities of, each of the Purchase Gerry Companies; WHEREAS, the Company, the Direct Holders, the Gerry Companies, the Principal Stockholder, Parent and Sub have entered into the Supplemental Agreement dated as of February 6, 1995, as amended to the date hereof, pursuant to which the Company, the Direct Holders, the Gerry Companies, the Principal Stockholder, Parent and Sub are making certain representations, warranties, covenants and agreements in connection with the Mergers, the Purchase and the other Transactions and also are prescribing various conditions to the Mergers, the Purchase and the other Transactions; and WHEREAS, for Federal income tax purposes, it is intended that the CIMF Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code; NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements of the parties hereto contained in the Acquisition Documents, the parties agree as follows: ARTICLE I Definitions and Interpretation Capitalized terms used herein and not defined herein have the meanings given such terms in Annex A to the Supplemental Agreement, as amended from time to time, and the rules of interpretation set forth in such Annex A are applicable hereto. ARTICLE II The Merger SECTION 2.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with DGCL and the Florida Business Corporation Act (the "FBCA"), CIMF shall be merged with and into the Company at the Effective Time and immediately following the effectiveness of the Company Merger. Following the CIMF Merger, the separate corporate existence of CIMF shall cease and the Company shall continue as the surviving corporation (the "CIMF Surviving Corporation") and shall succeed to and assume all the rights and obligations of CIMF in accordance with the DGCL and the FBCA. SECTION 2.02. Effective Time. At the time of the Closing, or as soon as practicable thereafter, CIMF Surviving Corporation shall file a certificate or articles of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and the FBCA and shall make all other filings or recordings required under the DGCL and the FBCA. The CIMF Merger shall become effective at the Effective Time specified in the Certificate of Merger, which shall be after the effectiveness of the Company Merger. SECTION 2.03. Effects of the CIMF Merger. The CIMF Merger shall have the effects set forth in Section 259 of the DGCL and Section 607.1106 of the FBCA. ARTICLE III The CIMF Surviving Corporation SECTION 3.01. Certificate of Incorporation and By-laws. (a) The certificate of incorporation of the Company as in effect immediately prior to the Effective Time (after giving effect to the Company Merger) shall become the certificate of incorporation of the CIMF Surviving Corporation at the Effective Time, until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of the Company as in effect immediately prior to the Effective Time (after giving effect to the Company Merger) shall become the By-laws of the CIMF Surviving Corporation at the Effective Time, until thereafter changed or amended as provided therein or by applicable law. SECTION 3.02. Directors. The directors of the Company immediately prior to the Effective Time (after giving effect to the Company Merger) shall become the directors of the CIMF Surviving Corporation at the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. SECTION 3.03. Officers. The officers of the Company immediately prior to the Effective Time (after giving effect to the Company Merger) shall become the officers of the CIMF Surviving Corporation at the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. ARTICLE IV Effect of the CIMF Merger on the Capital Stock of the Constituent Corporations; Merger Consideration; Exchange of Certificates SECTION 4.01. Effect on Capital Stock. As of the Effective Time, by virtue of the CIMF Merger and without any action on the part of the holder of any shares of CIMF Common Stock or any shares of capital stock of the Company: (a) Capital Stock of the Company. The CIMF Merger shall not have any effect on the authorized or issued capital stock of the Company. (b) Cancellation of Treasury Stock. Each share of Common Stock of CIMF owned directly or indirectly by CIMF or any subsidiary of CIMF immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Conversion of CIMF Common Stock. Subject to Section 4.06, each share of CIMF Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the Parent Common Share Number divided by the total number of shares of CIMF Common Stock outstanding immediately prior to the Effective Time (the "CIMF Common Share Number"). The term "Merger Consideration" shall refer to the securities issuable pursuant to the immediately preceding sentence, together with any assets or securities payable by Parent pursuant to Section 4.06(a) hereof; and the amount of any such assets or securities that are payable per share of CIMF Common Stock as part of the Merger Consideration shall be determined on the basis of the amount of any such assets or property that would have been payable per share of Parent Common Stock had such securities been outstanding at the relevant record and payment dates for the distribution of such assets or securities. As of the Effective Time, all shares of CIMF Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such share of CIMF Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. The "Parent Common Share Number" shall equal 1,471,575, as such number shall be further adjusted pursuant to Section 4.02, after first giving effect to any adjustments to the Parent Common Share Number and Common Valuation Number required by transactions covered by Section 4.06(b). SECTION 4.02. Adjustment to the Parent Common Share Number. (a) The Parent Common Share Number shall be adjusted in accordance with this Section 4.02 if the Adjustment Amount exceeds the Threshold or the Threshold exceeds the Adjustment Amount. The "Threshold" shall be $24,353,000. (i) In the event that the Adjustment Amount exceeds the Threshold, the Parent Common Share Number shall equal 1,471,575 less an amount equal to such excess divided by the Common Valuation Number (the result being rounded to the nearest whole number, with 0.5 being rounded to the next highest number). (ii) In the event that the Threshold exceeds the Adjustment Amount, the Parent Common Share Number shall equal 1,471,575 plus an amount equal to such excess divided by the Common Valuation Number (the result being rounded to the nearest whole number, with 0.5 being rounded to the next highest number). The Adjustment Amount shall be equal to, without duplication, (A) the aggregate amount of Closing Indebtedness and Other Liabilities of CIMF, plus (B) the amount of the Working Capital Deficit of CIMF, if any, or minus (C) the amount of the Working Capital Balance of CIMF, if any, plus (D) the amount of the Capital Expenditure Deficiency of CIMF, if any, or minus (E) the amount of the Capital Expenditure Excess of CIMF, if any, plus (F) the aggregate amount of Severance and Incentive Liabilities of CIMF; provided that in determining the Adjustment Amount effect shall be given to the sale of assets by Cablevision of Fairhaven/Acushnet pursuant to the Purchase Agreement and to the results of any post-closing adjustments relating to CFA pursuant to the Purchase Agreement. SECTION 4.03. Estimated Adjustment Amount; Initial Calculation of Merger Consideration. Not later than five business days prior to the Closing, CIMF shall deliver to Parent an estimate of the Adjustment Amount (the "Estimated Adjustment Amount") of CIMF, including therewith estimated Closing Indebtedness and Other Liabilities ("Estimated Closing Indebtedness and Other Liabilities") of CIMF, estimated Working Capital Deficit or estimated Working Capital Balance ("Estimated Working Capital Deficit or Balance") of CIMF, estimated Capital Expenditure Deficiency of CIMF or estimated Capital Expenditure Excess of CIMF (the "Estimated Capital Expenditure Deficiency or Excess") and estimated Severance and Incentive Liabilities ("Estimated Severance and Incentive Liabilities") of CIMF, and the Parent Common Share Number shall be calculated pursuant to Section 4.02 as if the Estimated Adjustment Amount were the Adjustment Amount (the "Estimated Parent Common Share Number"). As of the Closing, the aggregate Merger Consideration in respect of all shares of CIMF Common Stock shall be deemed to comprise a number of shares of Parent Common Stock equal to the Estimated Parent Common Share Number, together with any assets or securities payable by Parent pursuant to Section 4.06(a) hereof; and each share of CIMF Common Stock shall be deemed to be converted into a number of shares of Parent Common Stock equal to the Estimated Parent Common Share Number divided by the CIMF Common Share Number, together with any assets or securities payable by Parent pursuant to Section 4.06(a) hereof. After the Closing, the Merger Consideration (as determined pursuant to this Section 4.03) shall be subject to adjustment in accordance with Sections 4.05 and 4.06. SECTION 4.04. Exchange of Certificates; Delivery of Parent Stock; Escrow Arrangements. (a) At the Closing, Parent shall issue and deliver to the Stockholders' Representative, upon surrender of each certificate (a "Certificate") that immediately prior to the Effective Time represents outstanding shares of CIMF Common Stock, the portion of the Merger Consideration (as determined pursuant to Section 4.03) that is issuable in respect of the shares of CIMF Common Stock represented by such Certificate. Each Certificate so surrendered pursuant to the preceding sentence shall forthwith be canceled. Delivery of Certificates for cancellation shall be made by the Stockholders' Representative on behalf of the CIMF Stockholders; and delivery of the Merger Consideration in respect of all shares of CIMF Common Stock outstanding immediately prior to the Effective Time shall be delivered to the Stockholders' Representative for the benefit of the CIMF Stockholders (and the Merger Consideration so delivered shall be deemed to have been delivered to the CIMF Stockholders). For purposes of this Section 4.04, the Escrowed Shares deposited into escrow pursuant to Section 4.04(h) hereof and held in escrow pursuant to the terms of the Escrow Agreement shall be deemed to have been delivered to the Stockholders' Representative. (b) In the event of a transfer of ownership of CIMF Common Stock that is not registered in the transfer records of CIMF, the Merger Consideration issuable in respect of such shares may be issued to a Person other than the Person in whose name any Certificate so surrendered is registered, provided that such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of such Merger Consideration to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.04, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration that is issuable in respect of each share of CIMF Common Stock that was represented by such Certificate prior to the Effective Time, together with any dividends or distributions with respect to any such shares of capital stock of Parent constituting Merger Consideration for which the record date is after the Effective Time. Subject to the effect of applicable laws, following surrender of any such Certificate, Parent shall deliver to the Stockholders' Representative, for the benefit of such Person, the portion of the Merger Consideration issued in exchange therefor, without interest, together with (x) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of any class of capital stock of Parent constituting Merger Consideration and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such shares of capital stock of Parent constituting Merger Consideration. (c) No dividends or other distributions declared or made after the Effective Time with respect to shares of any class of capital stock of Parent constituting Merger Consideration with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, or to the Stockholders' Representative for the benefit of such holder, with respect to the applicable shares of capital stock of Parent constituting Merger Consideration represented thereby until the holder of record of such Certificate, or the Stockholders' Representative on behalf of such holder, shall surrender such Certificate. (d) The shares of capital stock of Parent constituting Merger Consideration issued or issuable upon the surrender for exchange of Certificates in accordance with the terms of this Article IV shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of CIMF Common Stock theretofore represented by such Certificates, and there shall be no further registration of transfers on the stock transfer books of the CIMF Surviving Corporation of the shares of CIMF Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the CIMF Surviving Corporation or Parent for any reason, they shall be canceled and exchanged as provided in this Article IV. (e) Neither Parent nor CIMF shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and the delivery to Parent of an indemnification agreement and bond satisfactory to Parent, will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration (and any dividend or distribution with respect thereto pursuant to Section 4.04(b)) issuable or deliverable in respect thereof as determined in accordance with the terms of this Agreement. (g) No certificates or scrip representing fractional shares of capital stock of Parent shall be issued to any CIMF Stockholder (or to the Stockholders' Representative for the benefit of a CIMF Stockholder) upon the surrender for exchange of certificates of CIMF Common Stock, the number of shares of each class of capital stock of Parent to be issued pursuant to the CIMF Merger to each CIMF Stockholder (after consolidating all Certificates to be surrendered by such CIMF Stockholder) being rounded up or down, as the case may be, to the nearest whole share (with one-half of a share being rounded to the next highest number). (h) At the Closing, Parent shall, on behalf of the CIMF Stockholders, deposit into escrow, in accordance with the terms of the Escrow Agreement, an aggregate number of shares of shares of Parent Common Stock (collectively, the "Escrowed Shares") which together shall have a value (based on the Common Valuation Number) of $202,214. The allocation among CIMF Stockholders of such shares of Parent Common Stock, shall be determined pursuant to Section 4.04(i). (i) The Principal Stockholder shall be entitled to determine the allocation, as among the CIMF Stockholders, of the shares of Parent Common Stock that are to be deposited into escrow pursuant to the Escrow Agreement, and unless otherwise specified shall be deemed to have determined that all such shares shall be from among those issuable to the Principal Stockholder. SECTION 4.05. Reconciliation of Adjustment Amount; Adjustment of Merger Consideration. (a) Within 90 days after the Closing Date, Parent shall prepare and deliver to the Stockholders' Representative, a statement (the "Statement") setting forth Parent's determination of the Adjustment Amount, including Closing Indebtedness and Other Liabilities, the Working Capital Deficit or Working Capital Balance, the Capital Expenditure Deficiency or Capital Expenditure Excess and the Severance and Incentive Liabilities, in each case of CIMF, and the calculation of the Parent Common Share Number in accordance with Section 4.02. During the 30-day period following delivery of the Statement to the Stockholders' Representative and his representatives, Parent shall provide the Stockholders' Representative and his Representatives with access during normal business hours to any books, records, working papers or other information reasonably necessary or useful in the preparation of the Statement and the calculation of the Adjustment Amount to enable the Stockholders' Representative or his Representatives (as defined in Section 5.01 of the Supplemental Agreement) to verify the accuracy of the Statement. The Statement shall become final and binding upon all parties hereto on the thirtieth day following delivery thereof to the Stockholders' Representative unless the Stockholders' Representative gives written notice of disagreement with the Statement (a "Notice of Disagreement") to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the preparation of the Statement and the calculation of the Adjustment Amount, the Parent Common Share Number in accordance with Section 4.02. (b) If a Notice of Disagreement is received by Parent in a timely manner, then the Statement (as revised in accordance with clause (c) or (d) below) shall become final and binding upon the parties hereto on the earlier of (i) the date the Stockholders' Representative and Parent resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Parent and the Stockholders' Representative shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other (and their respective representatives) with reasonable access to any books, records, working papers or other information reasonably necessary or useful in the preparation or calculation of (u) the Estimated Adjustment Amount, including Estimated Closing Indebtedness and Other Liabilities, the Estimated Working Capital Deficit or Balance, the Estimated Capital Expenditure Deficiency or Excess and the Estimated Severance Incentive Liabilities, in each case of CIMF, (v) the Adjustment Amount, including Closing Indebtedness and Other Liabilities, the Working Capital Deficit or Working Capital Balance, the Capital Expenditure Deficiency or Capital Expenditure Excess and the Severance and Incentive Liabilities, in each case of CIMF, (w) the Parent Common Share Number, (x) the Statement, (y) any Notice of Disagreement or (z) otherwise with respect to any thereof. At the end of such 30-day period if there has been no resolution of the matters specified in the Notice of Disagreement, Parent and the Stockholders' Representative shall submit to an arbitrator (the "Arbitrator") for review and resolution any and all matters arising under this Section which remain in dispute. The Arbitrator shall be Price Waterhouse, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Parent and the Stockholders' Representative in writing. The Arbitrator shall render a written decision resolving the matters submitted to the Arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the Arbitrator) pursuant to this Section shall be borne 50% by Parent and 50% by the CIMF Stockholders. (c) If the Adjustment Amount is higher or lower than the Estimated Adjustment Amount, the Parent Common Share Number shall be finally adjusted pursuant to Section 4.02. If the Parent Common Share Number, in each case as so finally adjusted, is greater than the Estimated Parent Common Share Number, respectively, Parent shall, within 15 days after the Statement becomes final and binding upon the parties, issue and deliver to the Stockholders' Representative, for the benefit of the CIMF Stockholders, an aggregate number of shares, rounded to the nearest whole share, of Parent Common Stock (collectively, the "Additional Parent Shares") (in each case with one-half of a share being rounded to the next highest number) equal to the excess of the Parent Common Share Number as so finally determined, over the Estimated Parent Common Share Number. The Additional Parent Shares shall be allocated to each CIMF Stockholder pro rata on the basis of the ratio (the "Allocation Ratios") that the number of shares of Parent Common Stock issued and delivered to such Stockholder at the Closing with respect to such Stockholder's shares of CIMF Common Stock bears to the total number of Parent Common Stock issued and delivered to all Stockholders at the Closing. (d) If the Parent Common Share Number as so finally adjusted is less than the Estimated Parent Common Share Number, Parent shall be entitled to receive, within 15 days after the Statement becomes final and binding upon the parties, an aggregate number of shares, rounded to the nearest whole share, of Parent Common Stock (collectively, the "Returned Parent Shares") (in each case with one-half of a share being rounded to the next highest number), equal to the excess of the Estimated Parent Common Share Number over the Parent Common Share Number as so finally determined. The number of Returned Parent Shares to be returned to Parent by each CIMF Stockholder shall be calculated pro rata on the basis of the Allocation Ratios. The obligation to deliver Returned Parent Shares shall be satisfied, first, out of the Escrowed Shares, and second, out of other shares held by the CIMF Stockholders. SECTION 4.06. Participation Rights and Additional Adjustments; Adjustments to Threshold. (a) Without limiting the conditions precedent to the obligations of CIMF and the Principal Stockholder hereunder, in the event that (i) Parent makes a distribution of the type that would require a distribution to holders of Parent Preferred Stock pursuant to Section 2.3 or 3.7 of the Parent Series E Certificate or the Parent Series F Certificate (a "Distribution"), and (ii) the record date or (if there shall not be a record date) effective date for the Distribution shall occur on or after the date hereof and prior to the Effective Time, Parent shall, at the Effective Time (or if the date for payment of the Distribution is after the Effective Time, on the date of payment) pay to the Persons who become record holders of Parent Common Stock at the Effective Time the amounts and kinds of assets or capital stock or other securities that such Persons would have been entitled to receive had such Persons been record holders of such Parent Common Stock on the relevant record date or effective date for the Distribution (taking into account (and giving effect to) any right of election set forth in such Sections). (b) Without limiting the conditions precedent to the obligations of CIMF and the Principal Stockholder hereunder, the Parent Common Share Number shall be adjusted from time to time after the date hereof and prior to the Effective Time for events described in paragraphs 3.6 and 3.7 of the Parent Series E Certificate and Parent Series F Certificate as if the references therein to the term "Conversion Rate" were instead references to the Common Share Number as in effect at the time (provided that the Conversion Price shall be appropriately adjusted by the parties) and the references therein to "Series E Stock" and "Series F Stock" were instead to CIMF Common Stock (taking into account (and giving effect to) any right of election set forth in such Section, including any right of election that would give such holders a right to receive a distribution (which distribution shall be treated as a Distribution for purposes of Section 4.06(a) hereof). (c) The Threshold shall be reduced in the event the Principal Stockholder designates as Excluded Assets any System or Systems (or portions thereof) owned by CIMF as of the date of this Agreement pursuant to Section 5.25 of the Supplemental Agreement by an amount equal to the Excluded Systems Amount. The "Excluded Systems Amount" shall equal 13.5 multiplied by the aggregate amount of operating cash flow of the CIMF for the fiscal year immediately preceding the Effective Time that is attributable to each System (or portion thereof) so designated (it being understood that such operating cash flow shall be as so determined in preparing the Company's audited financial statements for such fiscal year). SECTION 4.07. Stockholders' Representative. Each holder of CIMF Common Stock, by approval of the CIMF Merger by the requisite vote of the CIMF Stockholders, designates Philip Dropkin or such other Person as designated by the Principal Stockholder to be the representative of each such CIMF Stockholder (the "Stockholders' Representative") for purposes of this Agreement. ARTICLE V Conditions Precedent The respective obligation of each party to effect the CIMF Merger and the other transactions contemplated hereby is subject to the satisfaction or waiver (by the parties for whose benefit the condition is imposed) on or prior to the Closing Date of the conditions set forth in Article VI of the Supplemental Agreement. ARTICLE VI Termination, Amendment and Waiver This Agreement may be terminated or amended or the parties may extend the time for the performance of any of the obligations or other acts of the other parties, waive any inaccuracies in the representations and warranties contained in or in any document delivered pursuant to this Agreement or waive compliance with any of the agreements or conditions contained in this Agreement, in each case as provided in Article VIII of the Supplemental Agreement. ARTICLE VII Governing Law This 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 States of Delaware and Florida are mandatorily applicable to the CIMF Merger. IN WITNESS WHEREOF, CIMF, the Principal Stockholder and Parent have caused this 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 OF MIDDLE FLORIDA, INC. by Name: Title: Alan Gerry TIME WARNER INC., by Name: Title: CABLEVISION INDUSTRIES CORPORATION, by Name: Title: EX-2 3 EXHIBIT 2(D) Exhibit 2(d) PURCHASE AGREEMENT dated as of February 6, 1995, as Amended and Restated as of December 8, 1995, among ALAN GERRY, an individual residing at Loomis Road, Liberty, New York (the "Principal Stockholder"), the corporations and partnerships listed on the signature pages hereof as Purchase Gerry Companies (the "Purchase Gerry Companies"), the corporations listed on the signature pages hereof as Direct Holders (the "Direct Holders") and TIME WARNER INC., a Delaware corporation ("Parent"). WHEREAS the Principal Stockholder is the sole beneficial owner of the Gerry Companies; WHEREAS Parent desires to acquire the business and operations of the Gerry Companies, either (i) by purchasing from certain Gerry Companies specified in Section 2.01 (each an "Asset Gerry Company") all of the assets, and assuming the liabilities (except as provided herein), of such Asset Gerry Company or (ii) in the case of certain other Gerry Companies specified in Section 2.01 (each an "Equity Gerry Company"), by purchasing all the partnership interests thereof (the "Equity Interests") of the Equity Gerry Companies from the Principal Stockholder or, in the case of the Equity Interests that are not owned directly by the Principal Stockholder, by the direct holder of such Equity Interests (all such acquisitions being referred to collectively as the "Purchase"), and the Principal Stockholder is willing to cause each Asset Gerry Company to sell all the assets, subject to the liabilities (except provided herein), of such Asset Gerry Company or to sell, and to cause the Direct Holders to sell, the Equity Interests of the Equity Gerry Companies; WHEREAS concurrently with the original execution and delivery hereof, Cablevision Industries Corporation (the "Company"), the Principal Stockholder, Parent and Sub entered into the Company Merger Agreement, pursuant to which upon the terms and subject to the conditions set forth therein, Sub will be merged with and into the Company and the Principal Stockholder and the other Stockholders will receive for each share of Company Common Stock the Merger Consideration (as defined in the Company Merger Agreement); WHEREAS concurrently with the original execution and delivery hereof, each of Cablevision Properties, Inc., a Delaware corporation ("CPI") and Cablevision Management Corporation of Philadelphia, a Delaware corporation ("CMP") entered into a Merger Agreement with the Principal Stockholder and Parent (the "CPI Merger Agreement" and the "CMP Merger Agreement", respectively), pursuant to which upon the terms and subject to the conditions set forth therein, CPI Acquisition Sub was to be merged into CPI and CMP Acquisition Sub was to be merged into CMP, as applicable, and the Principal Stockholder was to receive for each share of common stock of CPI or CMP, as applicable, the Merger Consideration (as defined in the relevant Merger Agreement); and WHEREAS concurrently with the original execution and delivery hereof, the Company, the Gerry Companies, the Direct Holders, the Principal Stockholder, Parent and Sub entered into the Supplemental Agreement pursuant to which the Company, the Gerry Companies, the Principal Stockholder, the Direct Holders, Parent and Sub made certain representations, warranties, covenants and agreements in connection with the Merger, the Purchase and the other Transactions and also are prescribed various conditions to the Merger, the Purchase and the other Transactions; WHEREAS subsequent to the original execution and delivery hereof, the parties hereto and CPI have determined that they wish to revise the structure of the Transactions, without changing the aggregate amount or types of consideration to be paid, so that (i) Parent and/or one or more Designated Entities will acquire all of the assets (consisting only of a partnership interest in CILP) and assume all of the related liabilities of CPI pursuant to this Agreement and CPI will become a Direct Holder hereunder, (ii) the CPI Merger Agreement will be terminated, (iii) the consideration to be paid by Parent and/or one or more Designated Entities for the assets of CFA will be changed to substitute the assumption of liabilities (or payment of cash) for the portion thereof that was to have consisted of Parent Common Stock and (iv) CIMF will no longer be a Purchase Gerry Company and a party to this Agreement and instead will be acquired by the Company (immediately following its acquisition by Parent) for Parent Common Stock pursuant to a Merger Agreement among Parent, CIMF, the Principal Stockholder and the Company. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements of the parties hereto contained in the Acquisition Documents, the parties agree as follows: ARTICLE I Definitions and Interpretation Capitalized terms used herein and not defined herein have the meanings given such terms in Annex A to the Supplemental Agreement, as amended from time to time, and the rules of interpretation set forth in such Annex A are applicable hereto. ARTICLE II The Purchase Section 2.01. Purchase Transactions. On the terms and subject to the conditions specified in this Agreement and the Supplemental Agreement, (x) Parent and (y) the relevant Purchase Gerry Company, Alan Gerry or the Direct Holder will effect the following transactions on the Closing Date. (a) Parent and/or one or more Designated Entities will purchase from Cablevision Industries of Delaware, Inc., a Delaware corporation ("CID"), its partnership interest in Cablevision Industries Limited Partnership, a Delaware limited partnership ("CILP"), in exchange for the assumption of the obligations of CID with respect thereto; (b) Parent and/or one or more Designated Entities (which entity shall not be the same entity purchasing from CID its partnership interest in CILP) will purchase from CPI its partnership interest in CILP in exchange for the assumption of the obligations of CPI with respect thereto; (c) Parent and/or one or more Designated Entities will purchase from Cablevision Industries of Tennessee L.P., a Delaware limited partnership ("CITLP"), all of its assets, in exchange for the assumption of all its Assumed Liabilities; (d) Parent and/or one or more Designated Entities will purchase from Cablevision of Fairhaven/Acushnet, a New York general partnership ("CFA"), all of its assets, in exchange for the assumption of all its Assumed Liabilities; (e) Parent and one or more Designated Entities will purchase from the Principal Stockholder and ARA Cablevision, Inc., a Delaware corporation, all of the partnership interests owned by them in Cablevision Industries of Saratoga Associates, a New York partnership ("CISA"), in exchange for the assumption of all its Assumed Liabilities; (f) Parent and/or one or more Designated Entities will purchase from Cablevision Industries of Florida, Inc., a Florida corporation ("CIF"), all of its assets, in exchange for the assumption of all its Assumed Liabilities. Notwithstanding the foregoing, a cash payment will be made pursuant to Section 4.01 (and, after the Closing, Section 4.04) to the extent the Adjustment Amount for any Purchase Gerry Company differs from the Threshold of such Purchase Gerry Company. The consideration payable pursuant to this Section 2.01, as so adjusted pursuant to Sections 4.01 and 4.04 is called the "Purchase Consideration". Each of CITLP, CFA and CIF shall be an "Asset Gerry Company", and each of CISA and CILP shall be an "Equity Gerry Company". Each Person from which the Parent or one or more Designated Entities shall purchase assets or Equity Interests shall be a "Seller". Section 2.02. Purchase of Equity Interests. In the case where the transactions described in Section 2.01 consist of the purchase of Equity Interests, the Principal Stockholder shall or shall cause the Direct Holder to sell, transfer and deliver or cause to be sold, transferred and delivered to Parent and/or one or more Designated Entities (as specified above), free and clear of any and all Liens (other than Liens permitted under the Supplemental Agreement), and Parent and one or more Designated Entities shall purchase the Equity Interests to be sold and shall assume the liabilities associated with such Equity Interests, including arising out of the ownership as a general and/or limited partner of the Equity Gerry Companies (such liabilities, together with the liabilities assumed pursuant to Section 2.04, the "Assumed Liabilities"). SECTION 2.03. Purchase of Assets. In the case where the transactions described in Section 2.01 consist of the purchase of assets (other than Equity Interests) and assumption of liabilities, each Asset Gerry Company shall, and the Principal Stockholder shall cause each Asset Gerry Company to, sell, assign, transfer, convey and deliver or cause to be sold, transferred, conveyed and delivered to Parent, and Parent and/or one or more Designated Entities shall purchase from the Principal Stockholder, all the assets, rights, properties, goodwill and business of every kind and description, wherever located, of each Asset Gerry Company, in each case as the same shall exist at the Closing Date (the "Assets" of such Asset Gerry Company), including all properties, tangible or intangible, real, or personal, and all additions thereto on and after the date hereof and through and including the Closing Date, other than such of those assets and properties as may have been disposed of as permitted by Section 4.01 of the Supplemental Agreement, but including the following in respect of each Asset Gerry Company: (i) such Asset Gerry Company's right, title and interest in and to all parcels of real property owned in fee by such Asset Gerry Company or in which such Asset Gerry Company has a leasehold interest, and all buildings, structures and other improvements located thereon and all rights of way and similar authorizations; (ii) such Asset Gerry Company's right, title and interest in and to all of the tangible personal property owned or leased by such Asset Gerry Company, including all towers, tower equipment, antennas, above ground and underground cable, distribution systems, headend amplifiers, line amplifiers, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and other physical assets; (iii) such Asset Gerry Company's right, title and interest in and to all contracts, options, leases (whether of realty or personalty), purchase orders, commitments or other agreements of such Asset Gerry Company (other than the Franchises of such Asset Gerry Company), whether oral or written, including agreements of such Asset Gerry Company listed in Sections 3.01(m)(i), 3.01(m)(ii) and 3.01(m)(iii) of the Disclosure Schedule, all subscription agreements with individuals for cable television, security or satellite service entered into in the ordinary course of business and other contracts entered into in the ordinary course of business prior to the date hereof or after the date hereof; (iv) such Asset Gerry Company's right, title and interest in and to all subscriber, customer and advertiser lists; (v) such Asset Gerry Company's right, title and interest in and to all municipal, county, state and federal franchises, domestic satellite, business radio and other licenses and all other permits, licenses and authorizations issued by local, state and federal Governmental Entities, and applications therefor, including the Franchises of such Asset Gerry Company; (vi) such Asset Gerry Company's right, title and interest in and to copyrights, patents, or any applications for any of the foregoing, and any goodwill associated therewith, and other similar intangible rights and interests; (vii) all subscriber, customer and trade accounts receivable due to such Asset Gerry Company as a result of such Asset Gerry Company's (or the Company's) operation of the Systems prior to the Closing Date; (viii) all deposits under subscriber, utility, pole rental and similar agreements of such Asset Gerry Company; (ix) such Asset Gerry Company's records, files and data, including maps, plans, diagrams, blueprints and schematics, if any; and (x) the Working Capital Assets of such Asset Gerry Company. (b) Notwithstanding anything in Section 2.01 to the contrary, no Asset Gerry Company shall have any obligation to sell, nor shall Parent have any obligation to purchase, the Excluded Assets or Excluded Systems Assets held by any Asset Gerry Company. Section 2.04. Assumption of Certain Liabilities of the Asset Gerry Companies by Purchaser. In the case where the transactions described in Section 2.01 consist of the purchase of assets (other than Equity Interests) and the assumption of liabilities, Parent and/or one or more Designated Entities shall assume and agree to pay, perform and discharge, and indemnify each Asset Gerry Company against and hold it harmless from (the following, together with the liabilities assumed pursuant to Section 2.02, being called the "Assumed Liabilities"): (a) all the obligations and liabilities of such Asset Gerry Company under the Franchises (without limiting the provisions of Section 5.02 of the Supplemental Agreement); (b) all of the obligations of such Asset Gerry Company for the provision of cable television or other services after the Closing Date to subscribers to the Systems of such Asset Gerry Company; (c) the obligations and liabilities of such Asset Gerry Company under the express terms of all leases, subleases, contracts, agreements and other instruments or binding arrangements to which such Asset Gerry Company is a party or by which it is bound on the Closing Date; (d) the Working Capital Liabilities, and the Closing Indebtedness and Other Liabilities, in each case of such Asset Gerry Company; (e) all obligations and liabilities in respect of Debt Documents of such Asset Gerry Company; (f) all Tax Liabilities of such Asset Gerry Company; (g) all liabilities in respect of such Asset Gerry Company disclosed in the Balance Sheets or in Section 3.01(e)(ii) of the Disclosure Schedule; and (h) all other obligations and liabilities of such Asset Gerry Company; provided, however, that Parent shall not assume or become liable to pay, perform or discharge or to indemnify any Asset Gerry Company against or hold it harmless from (and the Assumed Liabilities shall not include) any of the following (the "Excluded Liabilities"): (i) any obligations or liabilities of any Asset Gerry Company under this Agreement or with respect to or arising out of the Transactions which, pursuant to the terms of the Acquisition Documents, are to be borne by the Principal Stockholder or a Cablevision Company (except as may otherwise be provided in Section 5.02 of the Supplemental Agreement); (ii) any obligations or liabilities of such Asset Gerry Company arising or incurred after the Closing Date to the extent not reflected in the Adjustment Amount; (iii) any obligation or liability of such Asset Gerry Company related to any Excluded Asset or Excluded Systems Asset of such Asset Gerry Company; (iv) any Severance and Incentive Liabilities of such Asset Gerry Company, to the extent not reflected in the Adjustment Amount; (v) any obligation or liability of such Asset Gerry Company in respect of taxes for pre-Closing Tax Periods for which no accrual has been made in the determination of Working Capital Liabilities; and (vi) any obligations or liabilities that are not related to such Asset Gerry Company's cable television operations and that are incurred in violation of Section 4.01 of the Supplemental Agreement. SECTION 2.05. Allocation. The parties agree that the purchase price for the Equity Interests and Assets of the Purchase Gerry Companies, as applicable, is allocated as provided in Section 2.01 (as adjusted pursuant to Section 4.01) of this Agreement, and none of Parent, the Purchase Gerry Companies, the Direct Holders or the Principal Stockholder (nor any of their respective affiliates) shall take any position on any tax return or with any taxing authority that is inconsistent with the allocation of the Purchase Consideration set forth in Section 2.01 of this Agreement. Article III The Closing SECTION 3.01. Closing; Delivery of Cash. (a) In consideration of the Purchase and the Principal Stockholder's and each Purchase Gerry Company's performance of the Acquisition Documents to which it is a party, on the terms and subject to the conditions set forth herein and in the Supplemental Agreement, at the Closing, Parent shall deliver to the Principal Stockholder, on behalf of the Sellers, (A) executed assumption agreements in form and substance reasonably satisfactory to the Principal Stockholder that shall provide for the assumption by Parent and/or one or more Designated Entities of the Assumed Liabilities and (B) by wire transfer to a bank account designated in writing by the Principal Stockholder at least three business days prior to the Closing Date, in immediately available funds, an amount equal to the aggregate amount of any cash payable pursuant to Section 4.01. (b) At the Closing, (i) the Principal Stockholder shall cause each Asset Gerry Company to deliver to Parent (A) special warranty deeds to any parcels of real property owned by such Asset Gerry Company in fee, in accordance with local practice, and (B) bills of sale, assignments and other instruments of transfer and conveyance, transferring and assigning to Parent and/or one or more Designated Entities the Assets of such Asset Gerry Company; and (ii) the Principal Stockholder shall, and shall cause each Direct Holder of an Equity Gerry Company to, deliver to Parent an executed assignment agreement in form and substance reasonably satisfactory to Parent that shall provide for the assignment of the Equity Interests of such Equity Gerry Company to Parent and/or one or more Designated Entities, as specified by Parent not later than three business days prior to the Closing Date. ARTICLE IV Purchase Consideration Adjustments SECTION 4.01. Adjustments to Purchase Consideration. (a) The Purchase Consideration shall be adjusted in accordance with this Section 4.01(a) if the Adjustment Amount of such Purchase Gerry Company is higher or lower than the Threshold of such Purchase Gerry Company. The Threshold of each Purchase Gerry Company is set forth below: Purchase Gerry Company Threshold (1) CILP $245,742,000 (2) CITLP $67,032,000 (3) CFA $22,923,000 (4) CISA $60,410,000 (5) CIF $21,140,000 For purposes of this Agreement, the portion of the Threshold of CILP that shall be allocable to CID's Equity Interest in CILP shall be $101,982,930 and the portion of such Threshold that shall be allocable to CPI's Equity Interest in CILP shall be $143,759,070. In the event that the Threshold of CILP is adjusted pursuant to Section 4.05, the portion thereof that is allocable to CID's and CPI's respective Equity Interests in CILP shall be appropriately adjusted (without duplication). In the event that the Threshold of any Purchase Gerry Company (other than CILP, CISA and CFA) exceeds the Adjustment Amount of such Purchase Gerry Company a cash payment shall be made to the Principal Stockholder (on behalf of the Sellers) in the amount of such excess. In the case of CID and CPI, in the event that the portion of the Threshold of CILP allocable to CID's and CPI's respective Equity Interests in CILP shall exceed the portion of the Adjustment Amount allocable to CID's and CPI's respective Equity Interests in CILP, a cash payment shall be made to the Principal Stockholder (on behalf of the relevant Seller) in the amount of such excess. In the case of CISA, in the event that the Threshold exceeds the Adjustment Amount, a cash payment shall be made to the Principal Stockholder (on his own behalf and on behalf of ARA Cablevision, Inc.) in an amount equal to 95.2% of such excess, and a cash payment shall be made to CFA (or its successors-in-interest) in an amount equal to 4.8% of such excess. In the case of CFA, in the event that the Threshold exceeds the Adjustment Amount, a cash payment shall be made to the Principal Stockholder (on behalf of CFA) in an amount equal to 98% of such excess, and a cash payment shall be made to CIMF (or its successor- in-interest) in an amount equal to 2% of such excess. In the event that the Adjustment Amount of any Purchase Gerry Company (other than CILP, CISA and CFA) exceeds the Threshold of such Purchase Gerry Company, a cash payment shall be made by the Sellers in the amount of such excess. In the case of CID and CPI, in the event that the portion of the Adjustment Amount of CILP allocable to CID's and CPI's respective Equity Interests in CILP exceeds the portion of CILP's Threshold allocable to CID's and CPI's respective Equity Interests in CILP, a cash payment shall be made by the Principal Shareholder (on behalf of the relevant Sellers) to Parent. In the case of CISA, in the event that the Adjustment Amount exceeds the Threshold, a cash payment shall be made by the Principal Stockholder in an amount equal to 95.2% of such excess and a cash payment shall be made by CFA (or its successors-in-interest) in an amount equal to 4.8% of such excess. In the case of CFA, in the event that the Adjustment Amount exceeds the Threshold, a cash payment shall be made by the Principal Stockholder in an amount equal to 98% of such excess, and a cash payment shall be made by CIMF (or its successor-in-interest) in an amount equal to 2% of such excess. The amount of cash, if any, payable pursuant to this Section 4.01(a) in respect of a Purchase Gerry Company shall be called the "Cash Amount". (b) The "Adjustment Amount" of any Purchase Gerry Company shall be an amount equal to, without duplication, (A) the aggregate amount of Closing Indebtedness and Other Liabilities of such Purchase Gerry Company, plus (B) the amount of the Working Capital Deficit of such Purchase Gerry Company, if any, or minus (C) the amount of the Working Capital Balance of such Purchase Gerry Company, if any, plus (D) the amount of the Capital Expenditure Deficiency of such Purchase Gerry Company, if any, or minus (E) the amount of the Capital Expenditure Excess of such Purchase Gerry Company, if any, plus (F) the aggregate amount of Severance and Incentive Liabilities of such Purchase Gerry Company; provided that in determining the Adjustment Amount of CFA effect shall be given to CFA's sale of a 4.8% partnership interest in CISA pursuant to this Purchase Agreement and to the results of any post-closing adjustments relating to CISA pursuant to this Purchase Agreement. (c) The Adjustment Amount of CILP allocable to CID's Equity Interest in CILP (the "CID Adjustment Amount") shall be 41.5% of the Adjustment Amount of CILP: (d) The Adjustment Amount of CILP allocable to CPI's Equity Interest in CILP (the "CPI Adjustment Amount") shall be 58.5% of the Adjustment Amount of CILP: SECTION 4.02. Estimated Adjustment Amount; Initial Calculation of Purchase Consideration. Not later than five business days prior to the Closing, each Purchase Gerry Company shall deliver to Parent an estimate of the Adjustment Amount (the "Estimated Adjustment Amount") of such Purchase Gerry Company, including therewith estimated Closing Indebtedness and Other Liabilities ("Estimated Closing Indebtedness and Other Liabilities") of such Purchase Gerry Company, estimated Working Capital Deficit or estimated Working Capital Balance ("Estimated Working Capital Deficit or Balance") of such Purchase Gerry Company, estimated Capital Expenditure Deficiency or estimated Capital Expenditure Excess ("Estimated Capital Expenditure Deficiency or Excess") of such Purchase Gerry Company, and estimated Severance and Incentive Liabilities ("Estimated Severance and Incentive Liabilities") of such Purchase Gerry Company, and the Cash Amount of such Purchase Gerry Company shall be determined pursuant to Section 4.01 as if the Estimated Adjustment Amount of such Purchase Gerry Company were the Adjustment Amount of such Purchase Gerry Company (the "Estimated Cash Amount" of such Purchase Gerry Company). As of the Closing, the Cash Amount of each Purchase Gerry Company shall be deemed to comprise the Estimated Cash Amount of such Purchase Gerry Company. After the Closing, the Purchase Consideration shall be subject to adjustment in accordance with Section 4.04. SECTION 4.03. Escrow Arrangements. At the Closing, the Principal Stockholder shall, on behalf of the Sellers, deposit into escrow, in accordance with the terms of the Escrow Agreement, an amount in cash (the "Escrowed Cash") in respect of each Purchase Gerry Company, as set forth below (and the Principal Stockholder hereby directs the Parent to deposit such amounts out of the Purchase Consideration): Purchase Gerry Company Escrowed Cash CILP $479,528 CITLP $162,887 CFA $30,287 CISA $146,795 CIF $51,369 For purposes of this Agreement, the portion of the Escrowed Cash of CILP that shall be allocable to CID's Equity Interest in CILP shall be $199,004 and the portion thereof allocable CPI's Equity Interest in CILP shall be $280,524. The Principal Stockholder shall be entitled to determine the allocation, as among the Sellers, of the Escrowed Cash to be deposited into escrow pursuant to the Escrow Agreement, and unless otherwise specified shall be deemed to have determined that all such Escrowed Cash required to be so deposited shall be the Cash Amount payable to the Principal Stockholder. SECTION 4.04. Reconciliation of Adjustment Amount; Adjustment of Purchase Consideration. (a) Within 90 days after the Closing Date, Parent shall prepare and deliver to the Principal Stockholder, a statement (the "Statement") setting forth Parent's determination of the Adjustment Amount of each Purchase Gerry Company, including Closing Indebtedness and Other Liabilities, the Working Capital Deficit or Working Capital Balance, the Capital Expenditure Deficiency or the Capital Expenditure Excess and the Severance and Incentive Liabilities, in each case of such Purchase Gerry Company, and the calculation of the Cash Amount in accordance with Section 4.01. During the 30-day period following delivery of the Statement to the Principal Stockholder, Parent shall provide the Principal Stockholder with access during normal business hours to any books, records, working papers or other information reasonably necessary or useful in the preparation of the Statement and the calculation of the Adjustment Amount to enable the Principal Stockholder to verify the accuracy of the Statement. The Statement shall become final and binding upon all parties hereto on the thirtieth day following delivery thereof to the Principal Stockholder unless the Principal Stockholder gives written notice of disagreement with the Statement (a "Notice of Disagreement") to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the preparation of the Statement and the calculation of the Adjustment Amount of any Gerry Company, the Cash Amount for any Purchase Gerry Company in accordance with Section 4.01. (b) If a Notice of Disagreement is received by Parent in a timely manner, then the Statement (as revised in accordance with clause (c) or (d) below) shall become final and binding upon the parties hereto on the earlier of (i) the date the Principal Stockholder and Parent resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Parent and the Principal Stockholder shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other with reasonable access to any books, records, working papers or other information reasonably necessary or useful in the preparation or calculation of (u) the Estimated Adjustment Amount of each Purchase Gerry Company, including Estimated Closing Indebtedness and Other Liabilities, the Estimated Working Capital Deficit or Balance, the Estimated Capital Expenditure Deficiency or Excess and the Estimated Severance and Incentive Liabilities, in each case of each Purchase Gerry Company, (v) the Adjustment Amount of each Purchase Gerry Company, including Closing Indebtedness and Other Liabilities, the Working Capital Deficit or Working Capital Balance, the Capital Expenditure Deficiency or the Capital Expenditure Excess and the Severance and Incentive Liabilities, in each case of each Purchase Gerry Company, (w) the Cash Amount of such Purchase Gerry Company, (x) the Statement, (y) any Notice of Disagreement or (z) otherwise with respect to any thereof. At the end of such 30-day period if there has been no resolution of the matters specified in the Notice of Disagreement, Parent and the Principal Stockholder shall submit to an arbitrator (the "Arbitrator") for review and resolution any and all matters arising under this Section which remain in dispute. The Arbitrator shall be Price Waterhouse, or if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Parent and the Principal Stockholder in writing. The Arbitrator shall render a decision resolving the matters submitted to the Arbitrator within 30 days following submission thereto. The cost of any arbitration (including the fees of the Arbitrator) pursuant to this Section shall be borne 50% by Parent and 50% by the Principal Stockholder. (c) If the Adjustment Amount of any Purchase Gerry Company is higher or lower than the Estimated Adjustment Amount of such Purchase Gerry Company, the Cash Amount of such Purchase Gerry Company shall be finally adjusted pursuant to Section 4.01. If the Cash Amount of such Purchase Gerry Company other than CISA or CFA as so finally adjusted, is greater than the Estimated Cash Amount of such Purchase Gerry Company, Parent shall, within 15 days after the Statement becomes final and binding upon the parties, pay to the Principal Stockholder on behalf of himself and the other Sellers an aggregate amount equal to the excess of the Cash Amount of such Purchase Gerry Company, as so finally determined, over the Estimated Cash Amount of such Purchase Gerry Company; provided, however, that if there shall be an excess or deficiency in the Cash Amount in respect of more than one such Purchase Gerry Company, only one net amount shall in each case be payable hereunder. If the Cash Amount of CISA, as so finally adjusted, is greater than the Estimated Cash Amount of CISA, Parent shall, within 15 days after the Statement becomes final and binding upon the parties, pay to the Principal Stockholder on his own behalf and on behalf of ARA Cablevision, Inc. an aggregate amount equal to 95.2% of the excess of the Cash Amount of CISA, as so finally determined, over the Estimated Cash Amount of CISA, and shall pay to CFA (or its successors-in-interest) an aggregate amount equal to 4.8% of the excess of the Cash Amount of CISA, as so finally determined, over the Estimated Cash Amount of CISA. If the Cash Amount of CFA, as so finally adjusted, is greater than the Estimated Cash Amount of CFA, Parent shall, within 15 days after the Statement becomes final and binding upon the parties, pay to the Principal Stockholder on behalf of CFA an aggregate amount equal to 98% of the excess of the Cash Amount of CFA, as so finally determined, over the Estimated Cash Amount of CFA, and shall pay to CIMF (or its successor-in-interest) an aggregate amount equal to 2% of the excess of the Cash Amount of CFA, as so finally determined, over the Estimated Cash Amount of CFA. (d) If the Cash Amount of any Purchase Gerry Company other than CISA or CFA, as so finally adjusted, is less than the Estimated Cash Amount of such Purchase Gerry Company, Parent shall be entitled to receive, within 15 days after the Statement becomes final and binding upon the parties, an aggregate amount (the "Returned Amount") equal to the excess of the Estimated Cash Amount of such Purchase Gerry Company over the Cash Amount of such Purchase Gerry Company as so finally determined. If the Cash Amount of CISA, as so finally adjusted, is less than the Estimated Cash Amount of CISA, Parent shall be entitled to receive from the Principal Stockholder, within 15 days after the Statement becomes final and binding upon the parties, an aggregate amount (the "CISA Returned Amount") equal to 95.2% of the excess of the Estimated Cash Amount of CISA over the Cash Amount of CISA, as so finally determined, and shall be entitled to received from CFA (or its successors-in-interest), within 15 days after the Statement becomes final and binding upon the parties, an aggregate amount equal to 4.8% of the excess of the Estimated Cash Amount of CISA over the Cash Amount of CISA, as so finally determined. If the Cash Amount of CFA, as so finally adjusted, is less than the Estimated Cash Amount of CFA, Parent shall be entitled to receive from the Principal Stockholder, within 15 days after the Statement becomes final and binding upon the parties, an aggregate amount (the "CFA Returned Amount") equal to 98% of the excess of the Estimated Cash Amount of CFA over the Cash Amount of CFA, as so finally determined, and shall be entitled to receive from CIMF (or its successor-in- interest), within 15 days after the Statement becomes final and binding upon the parties, an aggregate amount equal to 2% of the excess of the Estimated Cash Amount of CFA over the Cash Amount of CFA, as so finally determined. The Principal Stockholder's obligation to deliver the Returned Amount, the CISA Returned Amount and the CFA Returned Amount shall be satisfied, first, out of the Escrowed Amount, and second, out of other cash held by the Stockholders. SECTION 4.05. Adjustments to Threshold. The Threshold of each Purchase Gerry Company shall be reduced in the event the Principal Stockholder designates as Excluded Assets any System or Systems (or portions thereof) owned by such Purchase Gerry Company as of the date of this Agreement pursuant to Section 5.25 of the Supplemental Agreement by an amount equal to the Excluded Systems Amount of such Purchase Gerry Company. The "Excluded Systems Amount" shall equal 13.5 multiplied by the aggregate amount of operating cash flow of such Purchase Gerry Company for the fiscal year immediately preceding the Closing that is attributable to each System (or portion thereof) so designated (it being understood that such cash flow shall be as so determined in preparing such Purchase Gerry Company's audited financial statements for such fiscal year). SECTION 4.06. Stockholders' Representative. The Principal Stockholder, each Direct Holder and each Asset Gerry Company hereby designates Philip Dropkin or such other Person as designated by the Principal Stockholder to be the representative of each such person or entity (the "Stockholders' Representative") for purposes of this Agreement. ARTICLE V Conditions Precedent The respective obligation of each party to effect the Purchase and the other transactions contemplated hereby is subject to the satisfaction or waiver (by the parties for whose benefit the condition is imposed) on or prior to the Closing Date of the conditions set forth in Article VI of the Supplemental Agreement. ARTICLE VI Termination, Amendment and Waiver This Purchase Agreement may be terminated or amended or the parties may extend the time for the performance of any of the obligations or other acts of the other parties, waive any inaccuracies in the representations and warranties contained in or in any document delivered pursuant to this Agreement or waive compliance with any of the agreements or conditions contained in this Agreement, in each case as provided in Article VIII of the Supplemental Agreement. ARTICLE VII Termination of CPI Merger Agreement; Elimination of CIMF as a Party Parent, the Principal Stockholder and CPI hereby agree that the transaction intended to be accomplished by way of the CPI Merger Agreement shall instead be accomplished by way of this Agreement, so that the CPI Merger Agreement is hereby terminated and shall no longer be of any force or effect. The Purchase Agreement, dated as of February 6, 1995, is hereby amended and restated in its entirety pursuant to the terms hereof. The parties hereto hereby agree that CIMF shall cease to be a party hereto and shall instead be acquired by Parent pursuant to the CIMF Merger Agreement. ARTICLE VIII Governing Law This 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. IN WITNESS WHEREOF, the Principal Stockholder, the Purchase Gerry Companies, the Direct Holders and Parent have caused this 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. Alan Gerry, as the Principal Stockholder CABLEVISION INDUSTRIES LIMITED PARTNERSHIP (a Purchase Gerry Company), by CABLEVISION INDUSTRIES OF DELAWARE, INC., as General Partner, by Name: Keith Suehnholz Title: Vice President and by CABLEVISION PROPERTIES, INC., as General Partner, by Name: Keith Suehnholz Title: Vice President CABLEVISION INDUSTRIES OF TENNESSEE L.P. (a Purchase Gerry Company), by CABLEVISION INDUSTRIES OF TENNESSEE, INC., as General Partner, by Name: Keith Suehnholz Title: Vice President 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: Keith Suehnholz Title: Vice President 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: Keith Suehnholz Title: Vice President and by Alan Gerry, as General Partner CABLEVISION INDUSTRIES OF FLORIDA, INC. (a Purchase Gerry Company), by Name: Keith Suehnholz Title: Vice President CABLEVISION INDUSTRIES OF DELAWARE, INC. (a Direct Holder), by Name: Keith Suehnholz Title: Vice President CABLEVISION PROPERTIES INC. (a Direct Holder), by Name: Title: ARA CABLEVISION, INC. (a Direct Holder), by Name: Keith Suehnholz Title: Vice President TIME WARNER INC., by Name: Spencer B. Hays Title: Vice President and Deputy General Counsel EX-2 4 EXHIBIT 2(F) 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: -----END PRIVACY-ENHANCED MESSAGE-----