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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15, 1995
-----------------------------
TCA Cable TV, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-11478 75-1798185
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
3015 S.S.E. Loop 323, Tyler, Texas 75701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (903) 595-3701
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 28, 1995, Telecable Associates, Inc. ("Telecable"), a
wholly-owned subsidiary of TCA Cable TV, Inc. (the "Company"), entered into an
Asset Purchase Agreement (as amended, the "Star Agreement") with Star Cable
Associates ("Star"), pursuant to which Telecable would acquire the assets of,
and assume certain liabilities related to, the operation of cable television
systems (the "Star System") in and around the following cities: Ft. Chiswell,
Virginia; Cross Creek, North Carolina; Dobson, North Carolina; East
Bend/Yadkin, North Carolina; Floyd, Virginia; Lone Hickory, North Carolina; New
Castle, Virginia; Pilot Mountain, North Carolina; Sandy Ridge, North Carolina;
Walnut Cove, North Carolina; Westfield, North Carolina; Yadkinville, North
Carolina; Blythewood, South Carolina; Dentsville, South Carolina; Elgin, South
Carolina; Chapin/Lake Murray, South Carolina; Lexington, South Carolina; Lost
Creek, South Carolina; and Ravenswood, South Carolina.
The Star Transaction was consummated on December 15, 1995.
The assets acquired in the Star Transaction included, with certain
exceptions as set forth in the Star Agreement, all the assets and properties,
real and personal, tangible and intangible, used by Star in its operation of
the Star System. Concurrently with the consummation of the Star Transaction,
the assets acquired, and liabilities assumed, by Telecable were exchanged for
the assets of the TWEAN System (as defined below) as set forth below in greater
detail.
The aggregate consideration paid in the Star Transaction was
approximately $53,200,000 subject to certain post- closing adjustments as set
forth in the Star Agreement. The acquisition consideration for the Star
Transaction was determined by negotiations between the parties to the Star
Agreement.
To the best knowledge of the Company, there is no material
relationship between Star and the Company, or any of its affiliates, any
director or officer of the Company, or any associate of such director or
officer.
The primary sources of funds used in the Star Transaction were funds
received under unsecured loans extended by a group of commercial lenders for
which NationsBank of Texas, N.A. and Texas Commerce Bank National Association
are managing agents.
On August 28, 1995, Telecable entered into an Asset Exchange Agreement
(as amended, the "TWEAN Agreement") with Time Warner Entertainment -
Advance/Newhouse Partnership ("TWEAN") pursuant to which, in exchange for the
assets of, and liabilities relating to, the Star System that were acquired by
Telecable as described above, and for an additional payment of approximately
$9,000,000 by Telecable to TWEAN, Telecable would acquire the assets of and
assume certain liabilities related to, the operation of cable television
systems (the "TWEAN System") in and around the communities of Alexandria and
Pineville, Louisiana.
The TWEAN Transaction was consummated on December 15, 1995.
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The assets acquired in the TWEAN Transaction included, with certain
exceptions as set forth in the TWEAN Agreement, all of the assets and
properties, real and personal, tangible and intangible, used by TWEAN in its
operations of the TWEAN System. Telecable intends to continue to use such
assets to provide cable television services to the subscribers in the TWEAN
System.
The aggregate consideration paid in the TWEAN Transaction consisted of
(i) the assets acquired, and liabilities assumed, by Telecable in the Star
Transaction (for which Telecable had paid approximately $53,200,000 as
described above) and (ii) approximately $9,000,000, subject to certain
post-closing adjustments as set forth in the TWEAN Agreement. The acquisition
consideration for the TWEAN Transaction was determined by negotiations between
the parties to the TWEAN Agreement.
To the best knowledge of the Company, there is no material
relationship between TWEAN and the Company, or any of its affiliates, any
director or officer of the Company, or any associate of such director or
officer.
The primary sources of funds used in the TWEAN Transaction were funds
received under unsecured loans extended by a group of commercial lenders for
which NationsBank of Texas, N.A. and Texas Commerce Bank National Association
are managing agents.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(1) Financial Statements of business
acquired in the TWEAN Transaction.(1)
(i) Consolidated Balance Sheet.
(ii) Interim Consolidated Balance Sheet.
(iii) Consolidated Statement of Income.
(iv) Interim Consolidated Statement of
Income.
(v) Consolidated Statement of Cash Flows.
(vi) Interim Consolidated Statement of Cash
Flows.
(b)(1) Pro forma Financial Information for the
TWEAN Transaction.(1)
(i) Pro forma Condensed Balance Sheet.
(ii) Pro forma Condensed Consolidated
Statement of Income.
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(iii) Pro forma Condensed Consolidated
Statement of Cash Flows.
(c) Exhibits.
The following is a list of exhibits filed as part of this Current
Report on Form 8-K:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Asset Purchase Agreement dated August 28, 1995, between Telecable Associates, Inc. and Star
Cable Associates.(2)
2.2 First Amendment to Asset Purchase Agreement dated December 15, 1995.(3)
2.3 Asset Exchange Agreement dated August 28, 1995 between Telecable Associates and Time Warner
Entertainment - Advance/Newhouse Partnership.(2)
2.4 First Amendment to Asset Exchange Agreement dated December 15, 1995.(3)(4)
23.1 Consent of Coopers & Lybrand.(5)
27.1 Financial Data Schedule.(1)
</TABLE>
- --------------------------
(1) It is impractical for the registrant to file such financial
statements and related financial data schedule at this time.
Such financial statements and related financial data schedule
will be filed under cover of Form 8-K/A as soon as
practicable, but no later than 60 days after the date by which
this report on Form 8-K was required to be filed.
(2) Previously filed as an exhibit to the Company's quarterly
report on Form 10-Q (Amendment No. 1) for the quarter ended
July 31, 1995 and incorporated herein by reference.
(3) Filed herewith.
(4) Schedules and similar attachments to this exhibit have not
been filed herewith, but the nature of their contents is
described in the body of this exhibit. The Company agrees to
furnish a copy of any such omitted schedules and attachments
to the Securities and Exchange Commission upon request.
(5) To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TCA CABLE TV, INC.
Date: December 27, 1995 By: /s/ Jimmie F. Taylor
-----------------------------------
Jimmie F. Taylor
Its: VP, CFO & Treasurer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
2.1 Asset Purchase Agreement dated August 28, 1995, between Telecable Associates, Inc. and Star Cable
Associates.(2)
2.2 First Amendment to Asset Purchase Agreement dated December 15, 1995.(3)
2.3 Asset Exchange Agreement dated August 28, 1995 between Telecable Associates and Time Warner
Entertainment - Advance/Newhouse Partnership.(2)
2.4 First Amendment to Asset Exchange Agreement dated December 15, 1995.(3)(4)
23.1 Consent of Coopers & Lybrand.(5)
27.1 Financial Data Schedule.(1)
</TABLE>
- --------------------
(1) It is impractical for the registrant to file such financial
statements and related financial data schedule at this time.
Such financial statements and related financial data schedule
will be filed under cover of Form 8-K/A as soon as
practicable, but no later than 60 days after the date by which
this report on Form 8-K was required to be filed.
(2) Previously filed as an exhibit to the Company's quarterly
report on Form 10-Q (Amendment No. 1) for the quarter ended
July 31, 1995 and incorporated herein by reference.
(3) Filed herewith.
(4) Schedules and similar attachments to this exhibit have not
been filed herewith, but the nature of their contents is
described in the body of this exhibit. The Company agrees to
furnish a copy of any such omitted schedules and attachments
to the Securities and Exchange Commission upon request.
(5) To be filed by amendment.
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated
as of December 15, 1995, is by and between Star Cable Associates ("Seller") and
Telecable Associates, Inc. ("Buyer").
RECITALS:
A. Seller and Buyer entered into that certain Asset Purchase Agreement
(the "Purchase Agreement") dated August 28, 1995. Unless otherwise defined
herein, terms used herein with initial capital letters shall have the meaning
set forth in the Purchase Agreement.
B. At the Closing, Seller shall not have satisfied certain covenants and
Closing conditions, specifically (i) the condition to Buyer's obligations to
close set forth in Section 7.1(b) of the Purchase Agreement as such section
relates to covenants of Seller set forth in Section 6.4 of the Purchase
Agreement, (ii) Closing conditions set forth in Sections 7.1(h) and 7.1(j) of
the Purchase Agreement, and (iii) certain Closing deliveries required of Seller
under Section 8.2(b) of the Purchase Agreement (all such unsatisfied covenants
and conditions set forth as (i) and (ii) being, the "Requirements"; provided,
however, that "Requirements" shall not include obligations with respect to
Non-Disturbance Agreements referenced in Buyer's November 22, 1995 letter to
Seller regarding Title Defects (the "Non-Disturbance Agreements")).
C. Seller and Buyer now desire, pursuant to Section 11.5 of the Purchase
Agreement, to amend the Purchase Agreement to address the matters set forth in
Recital B.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
Amendments
Section 1.1 The following definitions, together with terms defined in the
Recitals to and elsewhere in this Amendment, are added to the definitions
contained in Article 1 of the Purchase Agreement:
<PAGE> 2
"Subject Leased Property" means the parcels of Leased Property listed as
numbers 1 through 17 on Exhibit 2.1 (b) to the Purchase Agreement.
"Subject Leased Property Subscribers" means the number of Subscribers
served on November 30, 1995 by a headend located on a particular Subject Leased
Property for which all Requirements have been satisfied.
"Total Subscriber Population" means the total number of subscribers served
by headends located on all parcels of the Subject Leased Property as shown on
Seller's most recent billing report prior to Closing.
"Holdback" means $500,000.
"Holdback Disbursement Amount" means the Holdback multiplied by the
quotient of the Subject Leased Property Subscribers for the applicable
disbursement divided by the Total Subscriber Population. For example, if the
Total Subscriber Population is 30,000 and, at the time of disbursement of the
Holdback the Requirements are satisfied as to three Subject Leased Properties
on which headends serving collectively 15,000 Subject Leased Property
Subscribers are located, the Holdback Disbursement Amount would be $250,000.
The Holdback Disbursement Amounts are incremental and not duplicative.
Accordingly, given the foregoing example, if at the next payment date, the
Requirements are satisfied as to two more Subject Leased Properties on which
headends serving collectively 6,000 Subject Leased Property Subscribers are
located, the Holdback Disbursement Amount at the time of disbursement would be
$100,000 (not $350,000).
Section 1.2 Holdback. Notwithstanding any provision in the Purchase
Agreement to the contrary, at the Closing, Buyer shall withhold from the
payment of the Purchase Price the Holdback. On January 31, 1996, February 29,
1996, and March 22, 1996, Seller shall be entitled to and Buyer shall pay to
Seller the Holdback Disbursement Amount, if any, to the extent the Requirements
with respect to particular Subject Leased Property have been satisfied in
accordance with the provisions of the Purchase Agreement so long as all
documentation Buyer reasonably requires to make a determination regarding
satisfaction of the Requirements have been delivered to Buyer five business
days in advance of each such date. Any portion of the Holdback to which Seller
is not entitled on or before March 22, 1996, shall remain the property of Buyer
with no further obligations of payment thereof to Seller. Retention by Buyer
of the remaining Holdback shall not relieve Seller of its obligations to
satisfy the Requirements, and failure to do so shall be subject to Seller's
indemnification obligations under the Purchase Agreement.
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Section 1.3 Indemnification by Seller. Section 10.1 of the
Purchase Agreement is hereby amended to add subsections (g) and (h)
immediately following the existing Section 10.1 (f):
(g) failure of Seller to obtain consents designated
as material in Exhibit 5.3 of the Purchase Agreement
(including the completion of all requirements to which a
consent may be subject); and
(h) failure of Seller to deliver vehicle titles to
vehicles listed as item numbers 1, 2, and 3 on page 43 of
Attachment 2.1(a)(i) to the Purchase Agreement, specifically a 1990
Chevrolet G20 Van, a 1992 Ford E150 Van, and a 1992 Ford Explorer
XLT.
Section 1.4 Time and Manner of Certain Claims. Section
10.5 of the Purchase Agreement is deleted in its entirety and replaced
with the following:
Section 10.5 Time and Manner of Certain Claims. The
representations and warranties of Buyer and Seller in this
Agreement and any Transaction Document shall survive Closing
for a period of two years, except (i) those stated in Section
5.9 (Tax Matters), which shall survive Closing for six months
beyond the expiration of all statutory periods of limitations
applicable to claims for which Buyer or Seller could incur any
liability if the representations and warranties stated therein
were not true and accurate, (ii) those stated in Section 5.12
(Legal Compliance), which shall survive Closing for one year
beyond the expiration of all statutory periods of limitations
applicable to claims for which Buyer or Seller could incur any
liability if the representations and warranties stated therein
were not true and accurate, (iii) those stated in Section 5.16
(Environmental Matters), which shall survive Closing for a
period of fifteen years, and (iv) those stated in Section 5.4
(Assets), which shall survive Closing indefinitely (the
"Survival Periods"). Neither party shall have any liability
under paragraphs 10.1(a) or 10.2(a), respectively, unless a
claim for Losses for which indemnification is sought thereunder
is asserted by the party seeking indemnification by written
notice to the party from whom indemnification is sought within
the respective Survival Periods and, in the case of claims for
indemnification by Buyer (other than claims for indemnification
by Buyer under Sections 10.1(g) and (h) of this Agreement),
unless and to the extent that the amount of such claimed Losses
exceeds an aggregate amount of $50,000. Notwithstanding
anything to the contrary contained herein, Buyer shall not be
entitled to recover more than the amount of the Purchase Price,
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as adjusted by the Adjustment Amount, if any, for all Losses
for which indemnification is sought under this Agreement,
absent fraud or willful misconduct on Seller's part.
ARTICLE 2
Ratification
The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Purchase
Agreement and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Purchase Agreement are ratified and confirmed
and shall continue in full force and effect. Seller and Buyer agree that the
Purchase Agreement as amended hereby shall continue to be legal, valid, binding
and enforceable in accordance with its terms.
ARTICLE 3
Covenants
Section 3.1 Seller. Seller covenants to use its best
efforts, and to continue to use its best efforts following the Closing (as
defined in the Purchase Agreement), to:
(a) cause the Requirements to be satisfied as soon as
possible;
(b) obtain the Non-Disturbance Agreements;
(c) take all action necessary to obtain consents designated
as material in Exhibit 5.3 of the Purchase Agreement (including the
completion of all requirements to which a consent may be subject); and
(d) take all action necessary to obtain appropriate title
documentation to the vehicles described in Section 1.3 of this
Amendment so as to be able to transfer title to such vehicles
pursuant to Buyer's instructions.
Section 3.2 Buyer. Buyer shall update its November 22, 1995
letter to Seller regarding Title Defects as soon as reasonably possible (and
no later than 15 days) after Buyer has received revised Surveys and Title
Commitments for all parcels of the Subject Leased Property.
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ARTICLE 4
Miscellaneous
Section 4.1 Reference to Agreement. The Purchase Agreement and any and
all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or thereof, are hereby amended so that
any reference to the Purchase Agreement shall mean a reference to the Purchase
Agreement as amended hereby.
Section 4.2 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 4.3 APPLICABLE LAW. THE VALIDITY, PERFORMANCE AND ENFORCEMENT
OF THIS AMENDMENT, UNLESS EXPRESSLY PROVIDED TO THE CONTRARY, SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW OF SUCH STATE.
Section 4.4 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Seller and Buyer and their respective successors
and assigns.
Section 4.5 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument. Telecopies of signatures shall be binding and effective as
originals.
Section 4.6 ENTIRE AGREEMENT. The Purchase Agreement, as amended by
this Amendment, and all other instruments, documents and agreements executed
and delivered in connection with the Purchase Agreement and this Amendment
embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements, representations and understandings,
whether written or oral, relating to the Purchase Agreement and this Amendment,
and may not be contradicted or varied by evidence of prior, contemporaneous or
subsequent or oral agreements or discussions of the parties hereto. There are
no oral agreements among the parties hereto.
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This Amendment is executed and delivered on the date set forth on the
first page of this Amendment.
Seller:
STAR CABLE ASSOCIATES
By: STAR CABLE MANAGEMENT, INC. general
partner
By: RICHARD W. TALARNO
--------------------------------------
Name: RICHARD W. TALARNO
--------------------------------
Title: EXECUTIVE VICE PRESIDENT - CFO
--------------------------------
Buyer:
TELECABLE ASSOCIATES, INC., a Texas
corporation
By: FRED R. NICHOLS
--------------------------------
Fred R. Nichols, President
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<PAGE> 1
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment"),
dated as of December 15, 1995, is by and between Time Warner Entertainment -
Advance/Newhouse Partnership ("TWEAN") and Telecable Associates, Inc.
("TCA").
RECITALS:
A. TWEAN and TCA entered into that certain Asset Exchange
Agreement (the "Exchange Agreement") dated August 28, 1995.
B. TWEAN and TAC now desire, pursuant to Section 11.5 of the
Exchange Agreement, to amend the Exchange Agreement to provide more
particularized indemnification for damages that may be incurred relating to
certain real property.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
Amendments
Section 1.1 Indemnification by TWEAN. Section 10.2 of the Exchange
Agreement is hereby amended to add subsection (g) immediately following the
existing Section 10.2(f):
(g) the failure of TWEAN to transfer to TCA good and
marketable title to the property more particularly described in
Exhibit A attached hereto (the "Antenna Tract"), upon which property
an antenna that is part of the TWEAN Systems is located.
Section 1.2 Time and Manner of Certain Claims. The second sentence
of Section 10.5 that reads
"TCA's liability under Section 10.1 and TWEAN's liability under
Section 10.2 (other than Section 10.2(d) shall be limited to Losses
exceeding in the aggregate $50,000 (the "Deductible"), and neither
party shall have any liability under this Agreement for Losses
constituting the Deductible."
shall be deleted and replaced with
"TCA's liability under Section 10.1 and TWEAN's liability under
Section 10.2 (other than Sections 10.2(d) and
<PAGE> 2
10.2(g)) shall be limited to Losses exceeding in the aggregate $50,000
(the "Deductible"), and neither party shall have any liability under
this Agreement for Losses constituting the Deductible"
such that Section 10.5, as amended, reads as follows:
Section 10.5. Time and Manner of Certain Claims. The
representations and warranties of TWEAN and TCA in this Agreement
shall survive Closing for a period of 24 months, except that (i) the
liability of the parties shall extend beyond such 24-month period with
respect to any claim which has been asserted in a written notice
before the expiration of such 24-month period, (ii) all such
representations and warranties with respect to any federal, state or
local taxes and with respect to any FCC or Copyright matters will
survive until the expiration of the applicable statute of limitations,
(iii) the covenants and agreements of the parties in this Agreement
and all representations with respect to title to the Assets shall
survive Closing and shall continue in full force and effect without
limitation, and (iv) the representations and warranties set forth in
Section 4.15 shall survive Closing for a period of 15 years. TCA's
liability under Section 10.1 and TWEAN's liability under Section 10.2
(other than Sections 10.2(d) and 10.2(g)) shall be limited to Losses
exceeding in the aggregate $50,000 (the "Deductible"), and neither
party shall have any liability under this Agreement for Losses
constituting the Deductible. TCA's and TWEAN's liability,
respectively, under this Agreement shall be limited to Losses not
exceeding in the aggregate the amount of $62,700,000.
Section 1.3 Owned Real Property. Schedule 2.1(b)(ii) TWEAN Real
Property Interests Section A. Owned Real Property subsections 1. and 2. to the
Exchange Agreement are hereby deleted and replaced with the language set forth
on Exhibit A; in addition, existing subsection 3, is renumbered to be
subsection 2.
ARTICLE 2
Ratification
The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Exchange
Agreement and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Exchange Agreement are ratified and confirmed
and shall continue in full force and effect. TWEAN and TCA agree that the
Exchange
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Agreement as amended hereby shall continue to be legal, valid, binding
and enforceable in accordance with its terms.
ARTICLE 3
Covenants
TWEAN covenants to (a) use its best efforts, and to continue to use its
best efforts following the Closing (as defined in the Exchange Agreement), to
transfer to TCA good and marketable title to the property by special warranty
deed more particularly described in Exhibit A attached hereto (the "Antenna
Tract"), upon which property an antenna that is part of the TWEAN Systems is
located, (b) provide all assistance reasonably requested by TCA to enable TCA
to timely perform its obligations to Star Cable Associates ("Star") under
Section 3.2 of the First Amendment to Asset Purchase Agreement dated December
15, 1995 between TCA and Star (the "Purchase Agreement Amendment"), and (c)
pay, or cause to be paid, to Star timely all amounts payable by TCA to Star
under Section 1.2 of the Purchase Agreement Amendment; provided, however, that
if TWEAN elects to make such payments through TCA, TCA shall receive the
necessary funds from TWEAN and timely make such payments to Star.
ARTICLE 4
Miscellaneous
Section 4.1 Reference to Agreement. The Exchange Agreement and any and
all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or thereof, are hereby amended so that
any reference to the Exchange Agreement shall mean a reference to the Exchange
Agreement as amended hereby.
Section 4.2 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 4.3 APPLICABLE LAW. THE VALIDITY, PERFORMANCE AND ENFORCEMENT
OF THIS AMENDMENT, UNLESS EXPRESSLY PROVIDED TO THE CONTRARY, SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW OF SUCH STATE.
Section 4.4 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of TWEAN and TCA and their respective successors and
assigns.
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Section 4.5 Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same instrument. Telecopies of signatures shall be binding and effective as
originals.
Section 4.6 ENTIRE AGREEMENT. The Exchange Agreement, as amended
by this Amendment, and all other instruments, documents and agreements executed
and delivered in connection with the Exchange Agreement and this Amendment
embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements, representations and understandings,
whether written or oral, relating to the Exchange Agreement and this Amendment,
and may not be contradicted or varied by evidence of prior, contemporaneous or
subsequent or oral agreements or discussions of the parties hereto. There are
no oral agreements among the parties hereto.
TCA:
TELECABLE ASSOCIATES, INC., A TEXAS
CORPORATION
By: FRED R. NICHOLS
----------------------
Fred R. Nichols, President
TWEAN:
TIME WARNER ENTERTAINMENT -
ADVANCE/NEWHOUSE PARTNERSHIP, A NEW YORK
GENERAL PARTNERSHIP
BY: TIME WARNER ENTERTAINMENT COMPANY, L.P.,
A DELAWARE LIMITED PARTNERSHIP, THROUGH
ITS DIVISION, TIME WARNER CABLE
VENTURES, GENERAL PARTNER
By: JEFFREY D. ELBERSON
-------------------------------------
Jeffrey D. Elberson,
Vice President,
Time Warner Cable Ventures
4
