Exhibit 2.2
AMENDMENT TO ACQUISITION AGREEMENT
AND PLAN OF MERGER AND REORGANIZATION
This AMENDMENT, dated as of June 14, 1995 (this 'Amendment to
the Agreement'), among CABLEVISION OF BOSTON LIMITED PARTNERSHIP, a
Massachusetts limited partnership (the 'Partnership'), CABLEVISION OF BOSTON,
INC., a Delaware corporation wholly owned by the Partnership ('Boston Sub'),
XXXXXXX X. XXXXX, a general partner of the Partnership ('Xxxxx'), CABLEVISION
SYSTEMS BOSTON CORPORATION, a Massachusetts corporation wholly owned by Xxxxx
('CSBC' and, together with Xxxxx, the 'General Partners'), CABLEVISION SYSTEMS
CORPORATION, a Delaware corporation ('Cablevision'), COB, Inc., a Delaware
corporation and a wholly owned subsidiary of Cablevision ('Merger Sub'),
CABLEVISION SYSTEMS SERVICES CORPORATION, a Delaware corporation and an
affiliate of Xxxxx ('CSSC'), and CABLEVISION FINANCE LIMITED PARTNERSHIP, a New
York limited partnership wholly owned by Cablevision ('Finance LP'), hereby
amends the ACQUISITION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the
'Agreement'), dated as of June 14, 1994, among the Partnership, Boston Sub,
Xxxxx, CSBC, Cablevision, Merger Sub, CSSC and Finance LP.
WHEREAS, the parties hereto desire that the Agreement be
amended to (i) provide that Cablevision shall receive in the Merger $9,000 for
each of the units of Limited Partnership Interest beneficially owned by
Cablevision and (ii) postpone the date upon which Cablevision, the General
Partners or the Partnership may terminate the Agreement by written notice to the
other parties.
NOW, THEREFORE, in consideration of the mutual promises,
covenants made herein and of the mutual benefits to be derived herefrom, the
parties hereto agree as follows:
1. The second sentence of Section 4.1(a) of the Agreement is
hereby amended to read in its entirety as follows: 'For purposes of this
Agreement, the 'Merger Consideration' shall mean the number of shares of
Cablevision Class A Common Stock, par value $.01 per share ('Cablevision Class A
Stock'), obtained by adding (x) the number obtained by dividing the sum of
$40,371,718 (less $10,000 times the number of Units with respect to which the
appraisal rights granted pursuant to Section 1.8 hereof have been perfected) by
the Average Cablevision Stock Price and (y) the number obtained by dividing the
Preferred Equity Amount by the Average Cablevision Stock Price (the 'Preferred
Equity Shares'), rounded up to the next whole share.'
2. Section 1.7 of the Agreement is hereby amended to add a new
sentence to the end thereof, to read in its entirety as follows: 'In the
Dissolution and Liquidation, Cablevision and its subsidiaries in respect of
their Units shall not be entitled to receive more than (i) the number of shares
of Cablevision Class A Stock obtained by adding the number obtained by dividing
the sum of $2,538,000 by the Average Cablevision Stock Price minus (ii) the
number of shares of Cablevision Class A Stock necessary to effect the rounding
of shares of Cablevision Class A Stock distributed to Limited Partners other
than Cablevision and its subsidiaries, as set forth in this Section 1.7.'
3. Step 6 of Annex II to the Agreement shall be amended by
deleting the number '$169,343,434' and inserting the number $169,628,282' in
place thereof.
4. Section 8.2 of the Agreement is hereby amended to read in
its entirety as follows:
'Termination after September 30, 1995. Cablevision, the
General Partners or the Partnership may terminate this Agreement by written
notice to the other parties after September 30, 1995 if the Merger shall not
have been consummated pursuant hereto, unless such date is extended by the
mutual written consent of the parties hereto.'
5. This Amendment to the Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.
6. This Amendment to the Agreement shall be
governed in all respects, including as to validity,
interpretation and effect, by the internal laws of the State
of New York.
7. Except as expressly set forth herein, the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Agreement as of the date first above written.
CABLEVISION OF BOSTON LIMITED
PARTNERSHIP
By: XXXXXXX X. XXXXX,
as General Partner
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
By: CABLEVISION SYSTEMS BOSTON
CORPORATION, as General Partner
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
---------------------------------
CABLEVISION SYSTEMS BOSTON CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman
CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
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CABLEVISION OF BOSTON, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
COB, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
CABLEVISION SYSTEMS
SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
CABLEVISION FINANCE
LIMITED PARTNERSHIP
By: CABLEVISION SYSTEMS CORPORATION,
as General Partner
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
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