Exhibit 10.1
AMENDMENT NO. 1
Dated as of August 5, 1998
To
ASSET PURCHASE AND SALE AGREEMENT
Dated as of July 1, 1998
WHEREAS, Xxxxx Cable Communications, Inc., a Texas corporation ("Seller"), and
InterLink Communications Partners, LLLP, a Colorado limited liability limited
partnership ("Buyer"), are parties to that certain Asset Purchase And Sale
Agreement dated as of July 1, 1998 (the "Agree-ment", the capitalized terms used
and not otherwise defined herein being used as defined therein);
WHEREAS, the Agreement provides for Seller (i) to use its diligent, good faith
efforts to obtain the requisite acceptances of the Bankruptcy Plan from all
holders of impaired claims within seventy-five (75) days after the Signature
Date and (ii) to commence the Bankruptcy Case not later than seventy-five (75)
days after the Signature Date;
WHEREAS, Buyer and Seller desire to amend the Agreement to provide Seller an
additional seven calendar days for Seller to fulfill its foregoing obligations
under the Agreement;
NOW, THEREFORE, in consideration of the premises, Buyer and Seller hereby agree
that:
1. The Agreement shall be, and is hereby, amended as follows, effective as of
August 5, 1998:
A. the clause "seventy-five (75) days after the Signature Date" is hereby
deleted from the first sentence of Section 9.8, and the clause
"eighty-two (82) days after the Signature Date" is hereby inserted in
place thereof;
B. the clause "seventy-five (75) days after the Signature Date" is hereby
deleted from the first sentence of Section 9.9(a), and the clause
"eighty-two (82) days after the Signature Date" is hereby inserted in
place thereof;
C. the clause "seventy-five (75) days after the Signature Date" is hereby
deleted from Section 14(a)(ix), and the clause "eighty-two (82) days
after the Signature Date" is hereby inserted in place thereof;
D. the clause "the foregoing 75-day period" is hereby deleted from
Section 14(a)(ix), and the clause "the foregoing 82-day period" is
hereby inserted in place thereof; and
E. the clause "seventy-five (75) days after the Signature Date" is hereby
deleted from Section 14(d)(i), and the clause "eighty-two (82) days
after the Signature Date" is hereby inserted in place thereof.
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2. As hereinabove amended, the Agreement is hereby ratified and confirmed to be
in full force and effect.
3. This instrument may be executed in the form of one or more original or
facsimile counterparts, each of which shall be deemed to be an original and all
of which shall be deemed to constitute one and the same instrument.
4. This instrument shall be construed in accordance with and governed by the
laws of the State of Colorado.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 1
as of the date first set forth above.
XXXXX CABLE COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx,
President and CEO
INTERLINK COMMUNICATIONS PARTNERS, LLLP
By: Xxxxxx Co., its general partner
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx X. Xxxxx,
Vice President
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