Exhibit 10.56
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
AMONG
XXXXX.XXX, INC., TMT HOLDINGS, INC., AELIX, INC.
AND
XXXXX COMMUNICATIONS, INC.
This First Amendment to Asset Purchase Agreement (the "Amendment") is
entered into by and among Xxxxx.xxx, Inc., a Delaware corporation, TMT Holdings,
Inc., a Delaware corporation, Aelix, Inc., a Delaware corporation, and Xxxxx
Communications, Inc., a Delaware corporation, as of this 17th day of October,
2001, in accordance with the provisions of that certain Asset Purchase Agreement
by and among the parties hereto dated as of May 29, 2001 (the "Asset Purchase
Agreement").
RECITALS
A. Section 13.3 of the Asset Purchase Agreement provides that the
Asset Purchase Agreement may be amended by a written
instrument signed by the parties thereto at any time, whether
before or after the Parent Stockholder Consent has been
obtained; provided, however, that after the Parent Stockholder
Consent has been obtained, there shall be made no amendment
that by law requires further approval by the stockholders of
Parent without the further approval of such stockholders.
B. The parties have consented to the amendment of Section 3.1 of
the Asset Purchase Agreement as hereinafter provided and such
amendment does not require the further approval of the
stockholders of Parent.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants
contained in this Amendment and the Asset Purchase Agreement, the parties hereby
agree as follows:
1. Definitions. All definitions used herein shall have the same
meaning as such definitions have in the Asset Purchase Agreement,
unless expressly stated otherwise.
2. Amendment to Asset Purchase Agreement. The first sentence of
Section 3.1 of the Asset Purchase Agreement is hereby amended in
its entirety to read as follows:
"Section 3.1 CLOSING. The Closing (the "Closing") of the purchase
and sale of the Acquired Assets shall be held at 10:00 a.m. on
November 30, 2001, or as soon as practicable following the
satisfaction or waiver of the conditions set forth in Section 4.1
and Section 4.2 (excluding those conditions intended to be
satisfied at such Closing)."
3. No Further Amendments. The Asset Purchase Agreement is not
further amended except as expressly authorized hereby.
4. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of each of the parties to the Asset
Purchase Agreement and such parties' successors and assigns.
5. Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed
together and constitute the same instrument. Signatures to this
Amendment may be transmitted by facsimile and to the extent so
transmitted shall be deemed effective as originals.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first written above.
XXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
TMT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
AELIX, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
XXXXX COMMUNICATIONS, INC.
By:/s/ Xxxx X. XxXxxxxxx
-------------------------
Xxxx X. XxXxxxxxx
Vice President and
Chief Financial Officer
