EXHIBIT 2.2
AMENDMENT NO.1 TO CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 15, 2000, AMONG
BASTION CAPITAL FUND, L.P., BCF MEDIA, LLC, XXXX-XXXXXXXXXX CAPITAL, LLC,
XXXX-XXXXXXXXXX CAPITAL, HOLDINGS, LLC (FORMERLY KNOWN AS XXXX-XXXXXXXXXX
CAPITAL, LLC), COUNCIL TREE COMMUNICATIONS, LLC, COUNCIL TREE COMMUNICATIONS V,
LLC, COUNCIL TREE HISPANIC BROADCASTERS II, L.L.C., LIBERTY MEDIA CORPORATION,
SONY PICTURES ENTERTAINMENT INC., SPE MUNDO INVESTMENT INC. AND TELEMUNDO
COMMUNICATIONS GROUP, INC.
AMENDMENT NO. 1 TO
CONTRIBUTION AGREEMENT
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (the "Amendment") dated as of
December 15, 2000, among BASTION CAPITAL FUND, LP ("Bastion"), BCF MEDIA, LLC
("BCF"), XXXX-XXXXXXXXXX CAPITAL, LLC ("BV Capital"), XXXX-XXXXXXXXXX CAPITAL
HOLDINGS, LLC (formerly known as Xxxx-Xxxxxxxxxx Capital, LLC) ("BV Holdings"),
COUNCIL TREE COMMUNICATIONS, LLC ("CTC"), COUNCIL TREE COMMUNICATIONS V, LLC
("CTCV,"), COUNCIL TREE HISPANIC BROADCASTERS II, L.L.C. ("CTHB"), LIBERTY MEDIA
CORPORATION ("Liberty"), SONY PICTURES ENTERTAINMENT INC. ("SPE"), SPE MUNDO
INVESTMENT INC. ("SPE Sub") and TELEMUNDO COMMUNICATIONS GROUP, INC., a Delaware
corporation (the "Company").
WHEREAS, Bastion, BCF, BV Holdings, CTC, CTCV, CTHB, Liberty, SPE and
the Company are parties to that certain Contribution Agreement dated as of
August 22, 2000 (the "Contribution Agreement").
WHEREAS, Bastion, BCF, BV Holdings, BV Capital, CTC, CTCV, CTHB,
Liberty, SPE and the Company wish to amend the Contribution Agreement by this
Amendment to reflect the SPE Mundo Contribution (as defined below).
WHEREAS, on December 11, 2000, Xxxx-Xxxxxxxxxx Capital, LLC, a Delaware
limited liability company, changed its name to Xxxx-Xxxxxxxxxx Capital Holdings,
LLC, a Delaware limited liability company.
WHEREAS, on the date hereof, BV Holdings and BV Capital entered into
that certain Assignment and Assumption Agreement pursuant to which BV Holdings
assigned to BV Capital certain agreements and its rights, duties and obligations
with respect to such agreements and BV Capital accepted the assignment and
agreed to be bound by such agreements, including the Contribution Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All terms used herein but not defined shall have the meanings given in
the Contribution Agreement.
2. Section 2.4 of the Contribution Agreement is hereby amended and
restated in its entirety to read as follows:
SPE Contribution. On or prior to the Closing Date, SPE shall contribute
all of its Holdings Common Stock to the Company (the "SPE
Contribution"). In exchange for the SPE Contribution, SPE shall receive
shares of the Company's Class A Common Stock as set forth in Exhibit A.
On or prior to the Closing Date, SPE Sub shall contribute to the
Company membership interests of Network Co. representing an aggregate
of 17% of the outstanding membership interests of Network Co. (the
"SPE Mundo Contribution"). In exchange for the SPE Mundo Contribution,
SPE Sub shall receive shares of the Company's Class A Common Stock as
set forth in Exhibit A.
3. Exhibit A of the Contribution Agreement is hereby amended and restated
in its entirety to read as follows:
Equity Interests in the Company
Station Partners, LLC 444,861 shares of Class B
Common Stock
Liberty Media Corporation 587,568 shares of Class A
Common Stock
Sony Pictures Entertainment Inc.* 235,779 shares of Class A
Common Stock
SPE Mundo Investment Inc. 119,608 shares of Class A
Common Stock
Xxxx-Xxxxxxxxxx Capital, LLC 83,581 shares of Class A
Common Stock
*For the purpose of calculating any additional payments due to Apollo
and Bastion and making adjustments pursuant to Section 2.8, Sony
Pictures Entertainment Inc.'s relative portion of Equity Interests in
the Company, which for this purpose shall include the Equity Interests
of in the Company owned by SPE Sub, shall be calculated assuming SPE
Sub's Class B Membership Interests in Network Co. have been exchanged
into shares of Class A Common Stock in accordance with the terms of the
Exchange Agreement.
4. Bastion, BCF, BV Holdings, BV Capital, CTC, CTCV, CTHB, Liberty, SPE,
SPE Sub and the Company hereby agree that the Closing Date of the
Transactions shall be the date hereof.
5. Except as expressly modified herein, all of the terms of the
Contribution Agreement remain in full force and effect.
6. This Amendment may be executed in one or more counterpart copies and by
facsimile; each of which shall be considered an original, but together
shall constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed on their behalf as of the date first above written.
BASTION CAPITAL FUND, L.P.
By: BASTION PARTNERS, L.P.,
Its General Partner
By: BRON CORP.,
Its Co-general Partner
By: /s/ Xxxxxxxxx Xxxx
----------------------------
Xxxxxxxxx Xxxx
President
By: XXXXXXXXXX
INVESTMENTS, INC.,
Its Co-general Partner
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------
Xxxxxx Xxxxxxxxxx
President
BCF MEDIA, LLC
By: /s/ Xxxxxxxxx Xxxx
----------------------------------
Xxxxxxxxx Xxxx, its Manager
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxx, its Manager
By: BASTION CAPITAL FUND, L.P.,
Its Sole Member
By: BASTION PARTNERS, L.P.,
Its General Partner
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By: BRON CORP.,
Its Co-general Partner
By: /s/ Xxxxxxxxx Xxxx
---------------------------
Xxxxxxxxx Xxxx
President
By: XXXXXXXXXX
INVESTMENTS, INC.,
Its Co-general Partner
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxxx
President
XXXX-XXXXXXXXXX CAPITAL, LLC
By: /s/ Xxxxxxxxx Xxxx
----------------------------------
Xxxxxxxxx Xxxx, its Manager
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxx, its Manager
COUNCIL TREE COMMUNICATIONS, LLC
/s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
COUNCIL TREE COMMUNICATIONS V, L.L.C.
/s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
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COUNCIL TREE HISPANIC BROADCASTERS
II, L.L.C.
/s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
LIBERTY MEDIA CORPORATION
/s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
SONY PICTURES ENTERTAINMENT INC.
/s/ Xxxx Xxxx
------------------------------
Name: Xxxx Xxxx
Title: Senior Vice President and
Assistant Secretary
TELEMUNDO COMMUNICATIONS GROUP, INC.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and
Treasurer
SPE MUNDO INVESTMENT INC.
/s/ Xxxx Xxxx
------------------------------
Name: Xxxx Xxxx
Title: Senior Vice President and
Assistant Secretary
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XXXX-XXXXXXXXXX CAPITAL HOLDINGS, LLC
By: /s/ Xxxxxxxxx Xxxx
----------------------------------
Xxxxxxxxx Xxxx, its Manager
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxx, its Manager
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