1
EXHIBIT 10.4(b)
ASSIGNMENT OF ASSET PURCHASE AGREEMENT
THIS ASSIGNMENT OF ASSET PURCHASE AGREEMENT (the "Assignment") is dated
as of June 19, 1998.
WHEREAS, Black Creek Communications, Inc., a Delaware corporation
("Assignor"), and Cable One, Inc., a Delaware corporation ("Cable One"), entered
into an Asset Purchase Agreement dated as of May 14, 1998 (the "Agreement"),
involving the purchase of certain cable television systems and related assets in
Kansas, Missouri, Oklahoma and Texas;
WHEREAS, Assignor has deemed it to be in the best interest of Assignor
to sell, assign, transfer, and convey to Black Creek Communications, L.P., a
Delaware limited partnership, its successors, legal representatives and assigns
("Assignee"), all of the Assignor's right, title and interest in, under and to
the Agreement;
WHEREAS, Cable One has deemed it to be in the best interest of Cable One
to consent to the sale, assignment, transfer, and conveyance to Assignee, all of
the Assignor's right, title and interest in, under and to the Agreement and
pursuant to Section 13.6 of the Agreement written consent of Cable One is
required to assign the Agreement;
WHEREAS, Black Creek Management, L.L.C., the General Partner of Black
Creek Communications L.P., and the members of Black Creek Management, L.L.C.
("Assignee's members") deem it to be in the best interest of Assignee for
Assignor to sell, assign, transfer, and convey to Assignee all of the Assignor's
right, title and interest in, under and to the Agreement;
NOW, THEREFORE, for and in consideration of One Dollar and other good
and valuable consideration, the receipt of which is hereby acknowledged,
Assignor does hereby assign to Assignee, and Assignee hereby assumes and
undertakes, all of Assignor's right, title, interest and obligations under the
Agreement.
Assignee assumes the Agreement and agrees to perform and observe all of
the covenants and conditions contained therein on Assignor's part to be
performed and observed.
Assignor does hereby indemnify and hold harmless Assignee against any
and all losses, costs, expenses (including reasonable attorney's fees),
penalties, taxes, fines, settlements, damages and judgments arising from
Assignor's breach of any covenant or warranty contained in the Agreement.
All of the terms and conditions set forth herein shall be binding upon
and inure to the benefit of the parties and their respective successors in
interest and permitted assigns.
This Assignment may not be changed, modified, discharged, or terminated
orally or in any other manner than by an agreement in writing signed by the
parties hereto or their respective successors or assigns.
2
In the event of any conflict between the terms of this Assignment and
the terms of the Agreement, the terms of the Agreement shall control.
IN WITNESS WHEREOF, the parties have executed this Assignment by their
duly authorized representatives, to be effective as of the date first written
above.
AGREED AND CONSENTED TO:
CABLE ONE, INC.
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
ASSIGNOR:
BLACK CREEK COMMUNICATIONS, INC.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxx
Secretary
ASSIGNEE:
BLACK CREEK COMMUNICATIONS, L.P.
By: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner
By: CLASSIC CABLE, INC.
Its Managing Member
By: /s/ XXXXX X. XXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxx
Secretary
3
STATE OF TEXAS )
COUNTY OF XXXXXX )
The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Xxxxx Xxxxxxxx, Secretary of Black Creek Communications,
Inc., a Delaware corporation, on behalf of said corporation.
Witness my hand and official seal.
[ S E A L ] /s/
---------------------------------------------
Notary Public in and for the State of Texas
STATE OF ARIZONA )
COUNTY OF MARICOPA )
The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Xxxxxx X. Xxxxxxxx, Vice President of Cable One, Inc., a
Delaware corporation, on behalf of said corporation.
Witness my hand and official seal.
[ S E A L ]
/s/
---------------------------------------------
Notary Public in and for the State of Arizona
STATE OF TEXAS )
COUNTY OF XXXXXX )
The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Xxxxx Xxxxxxxx, Vice President of Classic Cable, Inc., the
Managing Member of Black Creek Management, L.L.C., the General Partner of Black
Creek Communications, L.P., a Delaware limited partnership, on behalf of said
partnership.
Witness my hand and official seal.
[ S E A L ] /s/
---------------------------------------------
Notary Public in and for the State of Texas
