EXHIBIT 2.2
AMENDMENT NO. 1 TO
STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT, dated as of October 7, 1996,
among the undersigned stockholders of Continental Cablevision, Inc.
(collectively, the "Stockholders") and U S WEST, Inc., a Delaware corporation
("Acquiror").
W I T N E S S E T H :
WHEREAS, the Stockholders and Acquiror are parties to that certain
Stockholders' Agreement dated as of February 27, 1996 (the "Stockholders'
Agreement"); and
WHEREAS, the Stockholders and Acquiror desire to amend, on the terms set
forth herein, the Stockholders' Agreement.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT TO STOCKHOLDERS' AGREEMENT. (a) Section 3.1 of the
Stockholders' Agreement is hereby amended by deleting the third and fourth
sentences thereof. The Stockholders' Agreement is further amended by inserting a
new Section 3.8 to read as follows:
3.8. RESTRICTIONS ON CONVERSION OF CLASS B COMMON STOCK. (a) Except as
provided in Section 3.7 hereof, each of the Stockholders agrees that such
Stockholder shall not, and Corporate Advisors agrees, with respect to the CP
Shares, to cause the CP Entities not to, exchange or convert any shares of
Class B Common Stock or Company Preferred Stock for or into shares of Class
A Common Stock; PROVIDED, HOWEVER, that, subject to and in accordance with
subsection (b) below and the Company's Restated Certificate of
Incorporation, as amended from time to time, each Stockholder may, and
Corporate Advisors, with respect to the CP Shares following the conversion
required by Section 4.2, may cause any CP Entity to, convert any of such
holder's shares of Class B Common Stock into shares of Class A Common Stock
immediately prior to the Effective Time in accordance with the Company's
Restated Certificate of Incorporation so long as, after giving effect to all
such conversions, a sufficient number of shares of Class B Common Stock will
be outstanding as of the Effective Time to enable the remaining holders of
Class B Common Stock to receive, in the aggregate, the Cash Consideration
Amount.
(b) Any Stockholder which desires to convert any of such Stockholder's
shares of Class B Common Stock, and Corporate Partners, if Corporate
Partners desires to cause any CP Entity to convert any of its CP Shares
(after converting such CP Shares into shares of Class B Common Stock in
accordance with Section 4.2) into Class A Common Stock, shall submit to the
Company, no later than immediately prior to the Effective Time (the
"Conversion Deadline"), a written notice of conversion (a "Notice of
Conversion") which specifies the number of shares of Class B Common Stock
which such holder desires to convert immediately prior to the Effective
Time, together with the certificates representing each share of Class B
Common Stock which such holder desires to convert. In the event that the
Company receives, on or before the Conversion Deadline, Notices of
Conversion with respect to an aggregate number of shares of Class B Common
Stock (the "Requested Number") which exceeds the aggregate number of shares
of Class B Common Stock which may be converted pursuant to subsection (a)
above (the "Permitted Number"), each holder which has submitted a Notice of
Conversion on or before the Conversion Deadline shall be deemed to have
converted, immediately prior to the Effective Time, a number of shares of
Class B Common Stock ("Converted Shares") equal to (x) the number of shares
of Class B Common Stock which such holder requested to convert, as set forth
in such holder's Notice of Conversion, multiplied by (y) a fraction, the
numerator of which is the Permitted Number and the denominator of which is
the Requested Number. As promptly as practicable following the Effective
Time, the Company will deliver to each holder which has properly
converted shares of Class B Common Stock in accordance with this Section
3.8: (i) certificates representing a number of shares of Class A Common
Stock equal to the number of such holder's Converted Shares and (ii)
certificates representing a number of shares of Class B Common Stock equal
to the difference between the number of shares of Class B Common Stock which
such holder requested to convert, as set forth in such holder's Notice of
Conversion, and the number of such holder's Converted Shares.
(b) The third recital of the Stockholders' Agreement is hereby amended
and restated in its entirety as follows:
WHEREAS, Acquiror, Continental Merger Corporation, a Delaware corporation
("Company Sub"), and the Company have entered into an Agreement and Plan
of Merger, dated as of February 27, 1996, as amended and restated as of June
27, 1996 and as amended as of October 7, 1996 (the "Merger Agreement"),
pursuant to which the Company will be merged with and into either Acquiror
or Company Sub;
(c) Section 4.2 of the Stockholders' Agreement is hereby amended by
deleting the words "Company Common Stock" and inserting in lieu thereof the
words "Class B Common Stock."
2. NO OTHER AMENDMENTS. Except as specifically provided herein, the
terms and provisions of the Stockholders' Agreement shall be and remain
unaltered and in full force and effect.
3. MISCELLANEOUS. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflicts
of law principles. This Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the day and year first above written.
U S WEST, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: EXECUTIVE VICE PRESIDENT
THE XXXX X. XXXXXXXXX, XX.
1989 TRUST
By: /s/ XXXX X. XXXXXXXXX, XX.
----------------------------------------
Xxxx X. Xxxxxxxxx, Xx., TRUSTEE
By: /s/ XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx, TRUSTEE
SCHOONER CAPITAL CORPORATION
By: /s/ XXXXXXX X. XXXX
----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: CHAIRMAN
BOSTON VENTURES LIMITED
PARTNERSHIP IV
BY: BOSTON VENTURES COMPANY
LIMITED PARTNERSHIP IV
By: /s/ XXX X. XXXXXXXX III
----------------------------------------
Name: Xxx X. Xxxxxxxx III
Title: GENERAL PARTNER
By: /s/ XXXX X. XXXXXXXXX, XX.
----------------------------------------
Xxxx X. Xxxxxxxxx, Xx.
By: /s/ XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
BOSTON VENTURES LIMITED
PARTNERSHIP III
BY: BOSTON VENTURES COMPANY
LIMITED PARTNERSHIP III
By: /s/ XXX X. XXXXXXXX III
----------------------------------------
Name: Xxx X. Xxxxxxxx III
Title: GENERAL PARTNER
BOSTON VENTURES LIMITED
PARTNERSHIP IIIA
BY: BOSTON VENTURES COMPANY
LIMITED PARTNERSHIP III
By: /s/ XXX X. XXXXXXXX III
----------------------------------------
Name: Xxx X. Xxxxxxxx III
Title: GENERAL PARTNER
BOSTON VENTURES LIMITED
PARTNERSHIP IVA
BY: BOSTON VENTURES COMPANY
LIMITED PARTNERSHIP IV
By: /s/ XXX X. XXXXXXXX III
----------------------------------------
Name: Xxx X. Xxxxxxxx III
Title: GENERAL PARTNER
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CORPORATE PARTNERS, L.P.
BY: CORPORATE PARTNERS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
VENCAP HOLDINGS (1992) PTE LTD.
BY: CORPORATE ADVISORS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
CORPORATE OFFSHORE PARTNERS, L.P.
BY: CORPORATE ADVISORS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
AGREED AS TO SECTION 3.8 OF THE
STOCKHOLDERS' AGREEMENT, AS
AMENDED HEREBY
CONTINENTAL CABLEVISION, INC.
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: PRESIDENT
MELLON BANK, N.A., AS TRUSTEE
FOR FIRST PLAZA GROUP TRUST
BY: CORPORATE ADVISORS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
THE STATE BOARD OF
ADMINISTRATION OF FLORIDA
BY: CORPORATE ADVISORS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
CONTCABLE CO-INVESTORS, L.P.
BY: CORPORATE ADVISORS, L.P.
BY: LFCP CORP.
By: /s/ XXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: MANAGING DIRECTOR
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