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Exhibit 2.14(d)(2)
FIRST AMENDMENT TO REORGANIZATION AGREEMENT
This First Amendment to Reorganization Agreement (this "AMENDMENT") is
made and entered into as of this 30th day of June, 2001, between Charter
Communications, Inc. ("CCI") and Falcon Cable Systems Company II, L.P.
("FALCON"), on the one hand, and TCI Cablevision Of Nevada, Inc. ("TCIC-NV") and
TCI West, Inc. ("TCI CABLE PARENT"), on the other.
RECITALS
A. CCI, TCIC-NV and TCI Parent entered into a Reorganization Agreement
("AGREEMENT") as of the 26th day of February, 2001.
B. The Reorganization Agreement was deemed amended in accordance with
the terms of that Agreement Regarding Closing Matters dated as of the same date
among CCI, and certain of its affiliates, and AT&T Broadband, LLC, and certain
of its affiliates, which amendments were described in that letter dated May 30,
2001, among CCI, TCIC-NV, TCI Cable Parent and certain of their respective
affiliates.
C. CCI has assigned all of its rights and obligations under the
Reorganization Agreement to Falcon.
D. 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. Parties to the Agreement. Falcon shall be a party to the Agreement
and shall have all of the rights and obligations of "BUYER" thereunder.
3. 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 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.
4. 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.
5. Forest Service Property. With respect to the Real Property which is
the subject of the following rights of way and permit, Seller represents and
warrants that Seller has the valid and enforceable right to use and occupy the
Real Property, and all
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improvements thereon owned by Seller and included in the Assets, in each case
free and clear of all Encumbrances except Permitted Encumbrances:
a) United States Forest Service, as successor to Bureau of Land
Management Decision dated June 1, 1979, Granting Right of Way to TCI
of Reno, as successor to Teleprompter of Reno (tower site, No. of
Grant: N-20462);
b) United States Forest Service Special Use Permit granted to TCI
Cablevision of Nevada, Inc., dated March 29, 1991 (Slide Mountain
Tower Site, Sec 30, T17N, R19E, MDBM, Washoe County, NV);
c) United States Forest Service, as successor to Bureau of Land
Management Decision dated August 29, 1979, Granting Right of Way to
TCI of Reno, as successor to Teleprompter of Reno (No. of Grant:
N-24529); and
d) United States Forest Service, as successor to Bureau of Land
Management Decision dated September 17, 1979, Granting Right of Way
to TCI of Reno, as successor to Teleprompter of Reno (tower site,
No. of Grant: N-20471).
With respect to the foregoing interests in Real Property, Seller is not in
breach or default of any terms or conditions of any written instrument relating
thereto and, to Seller's Knowledge, no other party thereto is in material breach
or default of any terms or conditions of any such written instrument.
6. Schedules. Schedules 1.21, 1.38, 4.3, 4.5, 4.6, 4.7 and 4.9 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.
7. 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.
8. 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.
9. Opinions; Exhibits. The parties shall amend the Exhibits to the
Agreement as appropriate to reflect this Amendment.
10. 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.
11. 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.
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[SIGNATURE PAGE FOLLOWS]
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The parties have executed this Amendment as of the day and year first
above written.
CHARTER COMMUNICATIONS, INC.
FALCON CABLE SYSTEMS COMPANY II, L.P.
By: Charter Communications CC VII, LLC, as
General Partner
Each By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
TCI CABLEVISION OF NEVADA, INC.
TCI WEST, INC.
Each by: /s/ Xxxxxxx Xx Xxxxxx
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Name: Xxxxxxx Xx Xxxxxx
Title: Vice President
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EXHIBIT A
VEHICLE CERTIFICATES OF TITLE
None
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EXHIBIT B
AMENDED SCHEDULES 1.21, 1.38, 4.3, 4.5, 4.6, 4.7 AND 4.9
Attached
