COMCAST/CHARTER TRANSACTIONS AGREEMENT DATED AS OF APRIL 25, 2014Comcast/Charter Transactions Agreement • April 28th, 2014 • Comcast Corp • Cable & other pay television services • Delaware
Parties Charter Communications, Inc., a Delaware corporation (“Charter”) Comcast Corporation, a Pennsylvania corporation (“Comcast”) Transaction Steps Subject to the satisfaction of applicable conditions described below, at Closing and in the following sequence, as promptly as practicable following the Comcast-TWC Transaction: · Comcast will form a new entity (“SpinCo”) holding the assets and liabilities to be included in the spin-off transaction and described under “SpinCo Assets and Liabilities” below (the “Contribution”); · The parties will use reasonable best efforts to arrange, and SpinCo will use reasonable best efforts to incur, new indebtedness (“SpinCo Indebtedness”) in an amount equal to 5.00 times the 2014 EBITDA of the SpinCo Systems (as such term is defined by SpinCo’s financing sources for purposes of the financing), as described in more detail in Schedule 1, of which indebtedness: o to the extent there is basis in excess of the estimated amount of expenses to be reimburs
VOTING AGREEMENTVoting Agreement • April 28th, 2014 • Comcast Corp • Cable & other pay television services • Delaware
AGREEMENT (this “Agreement”), dated as of April 25, 2014, between Comcast Corporation, a Pennsylvania corporation (“Cobra”), and Liberty Media Corporation, a Delaware corporation (the “Stockholder”).
CONSENTConsent Agreement • April 28th, 2014 • Comcast Corp • Cable & other pay television services
WHEREAS, Time Warner Cable Inc., a Delaware corporation (the “Company”), Comcast Corporation, a Pennsylvania corporation (“Parent”), and Tango Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), are parties to the Agreement and Plan of Merger dated as of February 12, 2014 (the “Merger Agreement”) (capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement);
