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EXHIBIT 10.10(b)
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this
"Amendment") is made as of November 4, 1996 by and among Digital Television
Services of South Carolina II, LP, a Georgia limited partnership ("Purchaser"),
Santee Satellite Systems, Inc., a South Carolina corporation ("Satellite") and
Santee Electric Cooperative, Inc., a South Carolina cooperative association
("Santee")(Satellite and Santee are hereinafter collectively referred to as
"Sellers").
RECITALS
Purchaser and Sellers entered into an Asset Purchase Agreement dated as
of October 5, 1996 (the "Agreement"). Capitalized terms used herein which are
not otherwise defined shall have the meaning set forth in the Agreement.
Purchaser and Sellers have determined that it is in their mutual best interest
to amend the Agreement in accordance with Section 11.8 thereof.
TERMS OF AMENDMENT
Purchaser and Sellers agree as follows:
1. AMENDMENT TO SECTION 7.3. Section 7.3 shall be deleted in its
entirety and the following new Section 7.3 shall be inserted in lieu thereof:
"7.3. CONSENT OF NRTC, DIRECTV AND OTHERS. Sellers and
Purchaser shall join in and deliver the requests for the consent of the NRTC and
DirecTv to the transfer of the NRTC Agreements, and such other requests for
consent that Purchaser reasonably determines may be necessary or appropriate to
consummate the transactions contemplated hereby, and they will each diligently
take all steps necessary or desirable to obtain such consents. The failure of
either of the parties to timely file or diligently seek the consents, or to
cooperate fully with the other party with respect thereto, shall be deemed a
material breach of this Agreement."
2. AMENDMENT TO ARTICLE VIII. Section 8.7 shall be deleted in its
entirety. Sections 8.8 and 8.9 shall be renumbered 8.7 and 8.8 respectively.
3. AMENDMENT TO SECTION 11.13. (i) Section 11.13(a) shall be deleted in
its entirety and the following new Section 11.13(a) shall be inserted in lieu
thereof:
"(a) Notwithstanding any other provision herein contained to the
contrary, this Agreement may be terminated at any time prior to the Closing Date
by (i) the mutual written consent of Sellers, (ii) either party upon written
notice to the other party if the Closing has not occurred on or before the
Termination Date, (iii) Sellers if the covenants and conditions set forth in
Articles VII and IX required to be complied with or performed by Purchaser have
not been complied with or performed by Purchaser and such noncompliance and
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nonperformance shall not have been cured or eliminated (or by its nature cannot
be cured or eliminated) by Purchaser on or before the sixtieth (60th) day
following written notice thereof from Sellers; provided that Sellers have not
defaulted in any material respect with respect to any of its obligations
hereunder, or (iv) Purchaser if the covenants and conditions set forth in
Articles VII and VIII required to be complied with and performed by Sellers have
not been complied with or performed by Sellers and such noncompliance and
nonperformance shall not have been cured or eliminated (or by its nature cannot
be cured or eliminated) by Sellers on or before the sixtieth (60th) day
following written notice thereof from Purchaser; provided that Purchaser shall
not have defaulted in any material respect with respect to any of its
obligations hereunder."
(ii) Section 11.13(e) shall be deleted in its entirety.
4. AMENDMENT OF SCHEDULE 4.2(d). Schedule 4.2(d) shall be deleted in
its entirety and the Schedule 4.2(d) attached hereto shall be inserted in lieu
thereof.
5. MODIFICATION. Except as modified hereby, the terms and conditions of
the Agreement shall remain in full force and effect.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of South Carolina, without regard to the
choice of law provisions thereof.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each which shall be deemed an original but all which shall
constitute one in the same Amendment.
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IN WITNESS WHEREOF, Purchaser and Sellers have executed this Amendment
as of this date first set forth above.
PURCHASER:
Digital Television Services of South Carolina II, LP
By: Columbia DBS Management, LLC
Its: General Partner
By:
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Xxxxxxx X. Xxxxxxxx, Xx., President
and Manager
SELLERS:
SATELLITE:
Santee Satellite Systems, Inc.
By:
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Xx Xxxxxxxx, President
SANTEE:
Santee Electric Cooperative, Inc.
By:
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Xx Xxxxxxxx, President
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