EXHIBIT 10.3.2
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT is made as of the 29th day of
October, 1998 by and between GALLATIN RIVER COMMUNICATIONS, L.L.C., a Delaware
limited liability company ("Buyer"), MADISON RIVER TELEPHONE COMPANY, L.L.C., a
Delaware limited liability company ("Buyer Parent"), CENTRAL TELEPHONE COMPANY
OF ILLINOIS, an Illinois corporation ("Seller"), and CENTEL CORPORATION, a
Kansas corporation ("Seller Parent").
WHEREAS, Buyer, Buyer Parent, Seller, and Seller Parent have entered into a
certain Asset Purchase Agreement, dated as of April 21, 1998, and amended
pursuant to Amendment No. 1 to Asset Purchase Agreement dated as of September
22, 1998, as amended the ("Asset Purchase Agreement"), pursuant to which Buyer
has agreed to purchase, and Seller has agreed to sell, the Purchased Assets;
WHEREAS, Buyer and Seller desire to make certain further amendments to the
Asset Purchase Agreement.
NOW THEREFORE, in consideration of mutual warranties, representations,
covenants, and agreements contained in the Asset Purchase Agreement and herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Purchaser and Seller hereby agree as follows:
Section 1. Amendments to Asset Purchase Agreement.
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1.1 Accounts Payable.
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(a) Section 1.5(a) is hereby deleted in its entirety and the following
substituted in lieu thereof:
"(a) Accounts and trade payables and accrued and unpaid expenses of
Seller as of the Closing Date relating to the Business or the
Purchased Assets only to the extent: (i) the goods or services
to which such payables relate are delivered after the Closing
Date; (ii) not described in Section 1.6; or (iii) with respect
to accrued (but not due) property taxes, related to periods
prior to the Closing (collectively the "Assumed Payables")."
(b) The following provision is hereby added as Section 1.6(h) of the
Asset Purchase Agreement:
"(h) Accounts and trade payables and accrued and unpaid expenses
which relate to goods or services received by Seller prior to
the Closing Date."
1.2 Accounts Receivable.
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(a) The definition of "Accounts Receivable" in Section 13.1 is hereby
deleted in its entirety and the following substituted in lieu thereof:
"Accounts Receivable" means (i) all accounts receivable from active end
user customers billed through Seller's customer record and billing system
(CRB), which are receivable as a result of goods sold or services provided,
or billed for, by Seller in connection with the Business, and (ii) accounts
receivable from business customers billed in connection with the Business
through Seller's miscellaneous billing system (MBS) and recorded in the
ordinary course of business consistent with past practices in the "CPE
Sales via MBS" account, other than Excluded Accounts Receivable; provided
that, for purposes of determining the value to be used in the Adjustment
Statement and the Pro Forma Adjustment Statement for such Accounts
Receivable, the value shall be net of an allowance for doubtful accounts
(which allowance is calculated with respect to the accounts included in
Accounts Receivable consistent with past practice and in accordance with
GAAP (which practice, in the case of CRB only, is generally described on
Schedule 13. 1 (a)). The above-referenced systems (CRB and MBS) are the
only customer record and billing systems employed by Seller and or its
Affiliates with respect to accounts receivable of the Business other than
Excluded Accounts Receivable. The foregoing definition of Accounts
Receivable is the basis for the calculation of "Accounts Receivable" in the
Pro Forma Adjustment Statement and shall be the basis for the calculation
of "Accounts Receivable" in the Adjustment Statement."
(b) The definition of "Excluded Accounts Receivable" in Section 13.1 is
hereby deleted in its entirety and the following substituted in lieu thereof:
"Excluded Accounts Receivable" means all accounts receivable, trade
receivables, notes receivables and other receivables, other than (i)
accounts receivable from active end user customers billed through Seller's
customer record and billing system (CRB) and (ii) accounts receivable from
business customers billed in connection with the Business through Seller's
miscellaneous billing system (MBS) and recorded in the ordinary course of
business consistent with past practices in the "CPE Sales via MBS" account,
including receivables (i) set forth on Schedule 13.1(c), (ii) owed by
customers of Seller for the receipt of local wireline telecommunication
services from Seller who on or prior to the Closing Date have had their
services discontinued or disconnected by Seller, (iii) resulting from
Excluded Contracts or Multi-Location Equipment Contracts, (iv) owed with
respect to pay station dial-around calls, (v) owed by an Affiliate of
Seller, or (vi) owed by interexchange carriers or connection companies."
(c) Schedule 13.1(c) is hereby deleted in its entirety and replaced by the
Schedule 13.1(c) attached to this Amendment No. 2.
1.3 CAMS License, Handheld Units.
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(a) The following provision is added as Section 1.2(s) to the Asset
Purchase Agreement:
"(s) All right, title and interest of Seller in and to the
Equipment listed on Schedule 1.2(s)."
(b) The following provision is added as Section 8.2(j) to the Asset
Purchase Agreement:
"(j) The Software License Agreement in the form annexed hereto as
Exhibit X (the "Software License Agreement"), executed by the
Licensor thereunder."
(c) The following provision is added as Section 8.3(k) to the Asset
Purchase Agreement:
"(k) The Software License Agreement exe Licensee thereunder."
Section 2. Miscellaneous.
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2.1 Definitions. Capitalized terms used in this Agreement and not
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otherwise defined herein shall have the meanings ascribed to them in the Asset
Purchase Agreement.
2.2 Full Force and Effect. All provisions of the Asset Purchase
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Agreement not specifically affected by this Amendment shall remain in full force
and effect without alteration or modification.
2.3 Counterparts. This Amendment may be executed in counterparts, each
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of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 2. Miscellaneous.
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2.1 Definitions. Capitalized terms used in this Agreement and not
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otherwise defined herein shall have the meanings ascribed to them in the Asset
Purchase Agreement.
2.2 Full Force and Effect. All provisions of the Asset Purchase
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Agreement not specifically affected by this Amendment shall remain in full force
and effect without alteration or modification.
2.3 Counterparts. This Amendment may be executed in counterparts, each
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of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the date
first written above.
CENTEL CORPORATION
By: XXX X. XXXXXX
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Xxx X. Xxxxxx, Vice President and
Secretary
CENTRAL TELEPHONE COMPANY OF
ILLINOIS
By: XXXXXXX X. XXXXX
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Xxxxxxx X. XxXxx, Vice President AND
Financial Support
MADISON RIVER TELEPHONE
COMPANY, LLC
By: J. XXXXXXX XXXXXXXXXXX
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Name: J. Xxxxxxx Xxxxxxxxxxx
Title: Chairman & Chief Executive Officer
GALLATIN RIVER COMMUNICATIONS L.L.C.
By: XXXX X. XXXX
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Name: Xxxx Xxxx
Title: Executive Vice President
