FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit 2.1(f)
Conformed Copy
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.
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]
2
Exhibit 2.1(f)
Conformed Copy
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]
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
Exhibit 2.1(f)
Conformed Copy
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
Exhibit B
Amended Schedules 4.5, 4.6, and 4.7
Attached
