CONTRIBUTION AND SUBSCRIPTION
AGREEMENT
This
CONTRIBUTION AND SUBSCRIPTION AGREEMENT, dated July 28, 2006
(this “ Agreement ”), by and among AMERICAN
TELEVISION AND COMMUNICATIONS CORPORATION, a Delaware corporation
(“ ATC ”), TW NY CABLE HOLDING INC., a Delaware
corporation (“ TW NY Holding ”), Time Warner NY
Cable LLC, a Delaware limited liability company (“ TW
NY ”), and TWE Holdings, L.P., a Delaware limited
partnership (“ TWE Holdings ”). For the purposes
of this Agreement, “ATC Partnership Interest” shall
have the meaning set forth in the Amended and Restated Agreement of
Limited Partnership of Time Warner Entertainment Company, L.P.
(“ TWE ”), dated as of March 31, 2003, as
amended (the “ TWE Agreement ”).
WHEREAS,
pursuant to that certain Contribution Agreement, dated as of
April 20, 2005 (the “ ATC Contribution Agreement
”), by and between ATC and TW NY, ATC has agreed to
contribute all of its partnership interests in TWE to TW NY Holding
in exchange for newly issued shares of non-voting common stock of
such subsidiary of TWC;
WHEREAS,
immediately after it accepts such ATC Partnership Interest from
ATC, TW NY Holding desires to contribute the ATC Partnership
Interest to TW NY;
WHEREAS,
the obligations of the parties to consummate the transactions
contemplated by this Agreement are subject to the prior
satisfaction of the obligations or waiver of the conditions set
forth in Section 4 (Conditions) of the ATC Contribution
Agreement;
WHEREAS,
TW NY Holding is an indirect wholly owned subsidiary of Time Warner
Cable Inc., a Delaware corporation (“ TWC ”),
and the parent of TW NY; and
WHEREAS,
the parties intend that each of the First Contribution (as defined
herein) and the Second Contribution (as defined herein)
contemplated hereby shall qualify under Section 351 of the
Internal Revenue Code of 1986, as amended.
NOW,
THEREFORE, in consideration of the premises and of other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Contribution of Ownership Interests to TW NY Holding . On
the terms and subject to the conditions contained in this
Agreement, ATC, effective from the date hereof, agrees to
contribute, convey, grant, sell, transfer, set over, assign,
bargain, release, deliver and confirm (collectively, “
transfer ”) unto TW NY Holding, and TW NY Holding
agrees to accept such transfer from ATC, the ATC Partnership
Interest (the “ First Contribution ”). The First
Contribution is made with the intention that ATC will be terminated
as a limited partner of TWE and released of all obligations and all
liabilities as a limited partner of TWE. TW NY Holding hereby
assumes, and agrees to indemnify and hold harmless ATC from, all of
the respective rights, duties, obligations and liabilities of ATC
under the TWE Agreement. Immediately following the First
Contribution and in accordance with Section 3.1 (Disposition;
Additional Partners) of the TWE Agreement, TW NY Holding shall
(i) be admitted to TWE as a substitute limited partner,
(ii) succeed to the rights and assume the obligations of ATC
as set forth in this
Agreement and
the ATC Contribution Agreement and (iii) be subject to the
terms and conditions applicable to a Limited Partner (as defined in
the TWE Agreement) of TWE.
2.
Issuance of Units by Transferee . On the terms and subject
to the conditions contained in this Agreement and in accordance
with the terms of the ATC Contribution Agreement, in consideration
of the First Contribution, TW NY Holding agrees to issue, sell and
deliver to ATC 14.1974 shares of Class B Common Stock of TW NY
Holding, which shares shall represent 12.4323% of the outstanding
equity interest of TW NY Holding after giving effect of such
issuance (the “ Issued Equity Interests
”).
3.
Subscription of the Issued Equity Interests by ATC . ATC
hereby subscribes for 14.1974 shares of Class B Common Stock,
par value $.01 per share, of TW NY Holding for an aggregate
consideration consisting of the ATC Partnership Interest and
hereby:
(a) acknowledges
that ATC has had access to the same kind of information concerning
TW NY Holding that is required by Schedule A of the Securities
Act of 1933, as amended (the “ Securities Act
”), as amended, to the extent that TW NY Holding possesses
such information;
(b) represents
and warrants that ATC has such knowledge and experience in
financial and business matters that ATC is capable of utilizing the
information that is available to ATC concerning TW NY Holding to
evaluate the risks of investment in TW NY Holding;
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