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Exhibit 2.14(f)(2)
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "AMENDMENT") is
made and entered into as of this 30th day of June, 2001, between Charter
Communications Entertainment I, LLC ("Charter"), on the one hand, and St.
Louis Tele-Communications, Inc., TCI Cable Partners of St. Louis, L.P., TCI
Cablevision of Missouri, Inc., TCI of Illinois, Inc., TCI TKR of Central
Florida, Inc., and TCI Holdings, Inc. (collectively, the "PARTIES"), on the
other.
RECITALS
A. The Parties entered into an Asset Purchase Agreement ("AGREEMENT") as
of the 26th day of February, 2001.
B. The parties to this Amendment wish to amend the Agreement, as more
fully set forth herein.
AGREEMENTS
In consideration of the above recitals and the mutual agreements
stated in this Amendment, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein, but not otherwise
modified or defined herein, shall have the meanings ascribed to such terms in
the Agreement.
2. Vehicle Title Certificates. Seller shall obtain and deliver to Buyer
promptly after closing the vehicle title certificates and, if required, bills of
sale, for the following vehicles described in Exhibit A-1 attached to this
Amendment. At the time of the transfer by Seller to Buyer of the residential
telephony services business pursuant to the Telephony Transfer Agreement, Seller
shall obtain and deliver to Buyer the vehicle title certificates for the
vehicles described in Exhibit A-2 attached to this Amendment. In addition,
Seller will execute and deliver to Buyer, for no additional consideration and at
no additional cost to Buyer, such certificates, bills of sale, or other
documents as may be reasonably necessary to give full effect to transfer of
vehicles required by the Agreement.
3. Copyright Filings. Seller hereby agrees to file, at its expense, all
Copyright Statements of Account with respect to the Systems for the 2001/1
filing period as and when due under applicable law.
4. Schedules. Schedules 4.5, 4.6 and 4.7 to the Agreement are hereby
amended and restated in their entirety, as of February 26, 2001 (except for
changes made since such date in compliance with the Agreement), and as of the
Closing, as set forth in Exhibit B attached to this Amendment.
5. Waiver of Conditions. Buyer hereby waives the condition to its
obligation to consummate the transactions contemplated by the Agreement set
forth in Section 7.2.8 of the Agreement.
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6. Relationship to the Agreement. This Amendment supersedes any
inconsistent provisions contained in the Agreement. Except as amended hereby,
the Agreement remains in full force and effect.
7. Choice of Law. This Amendment and the rights of the parties under it
will be governed by and construed in all respects in accordance with the laws of
the state of Delaware, without regard to the conflicts of laws rules of
Delaware.
8. Counterparts. This Amendment may be executed in counterparts, each of
which will be deemed an original. This Amendment will become binding when one or
more counterparts, individually or taken together, bear the signatures of all
parties to this Amendment. Delivery of an executed signature page of this
Amendment by facsimile transmission will constitute effective and binding
execution and delivery of this Amendment.
[SIGNATURE PAGE FOLLOWS]
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The parties have executed this Amendment as of the day and year first
above written.
Charter Communications Entertainment I,
LLC, a Delaware limited liability company
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SELLER
St. Louis Tele-Communications, Inc., a
Missouri corporation
TCI Cable Partners of St. Louis, L.P.,
a Colorado limited partnership
By: Heritage Cablevision of
Massachusetts, Inc., its
general partner
TCI Cablevision of Missouri, Inc., a
Missouri corporation
TCI of Illinois, Inc., an Illinois
corporation
TCI TKR of Central Florida, Inc., a
Florida corporation
TCI Holdings, Inc., a Delaware
corporation
Each By: /s/ Xxxxxxx Xx Xxxxxx
----------------------------------
Xxxxxxx Xx Xxxxxx,
Authorized Signatory
[SIGNATURE PAGE TO FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT]
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EXHIBIT A-1
VEHICLE CERTIFICATES OF TITLE
0XXXX00X0XX000000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X000000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X00X000000
0XXXX00X0XX000000
0XXXX00XXXXX00000
0X0XX00X0XX000000
0X0XX00X0XX000000
0X0XX00X0XX000000
0X0XX00X0XX000000
0X0XX00X0XX000000
0X0XX00X0XX000000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX0000XXX00000
0XXXX0000XXX00000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
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EXHIBIT A-2
VEHICLE CERTIFICATES OF TITLE (TELEPHONY VEHICLES)
0X0XX00X0XX000000
0XXXX00X0X0000000
0XXXX00X0XX000000
0XXXX00XXXXX00000
0XXXX00X0XXX00000
0XXXX00XXX0000000
0XXXX00X0X0000000
0XXXX00X0XX000000
0XXXX00XXX0000000
0XXXX00XXX0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
0XXXX00X0X0000000
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EXHIBIT B
AMENDED SCHEDULES 4.5, 4.6, AND 4.7
ATTACHED
