EXHIBIT 2.3
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 28, 2000 (the "Amendment"), to the Asset
Purchase Agreement between Viacom Inc. (the "Seller") and Comcast Corporation
(the "Buyer") dated as of June 30, 2000, (as amended from time to time, the
"Agreement").
WITNESSETH:
WHEREAS, Seller and Buyer have agreed that the Agreement be amended in the
manner provided for in this Amendment,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall
have the meanings given them in the Agreement. References in the Agreement
to the "Agreement" or "this Agreement" and other similar references shall
be deemed to refer to the Agreement as amended hereby.
2. Amendment of Section 7.01(f). Section 7.01(f) of the Agreement is
amended and restated as follows:
"(f) HTS Tag-Along Right. Either (i) Purchaser shall purchase ARC's
limited partnership interest in HTS at the Closing and in accordance
with Section 7.09 of the HTS Partnership Agreement (or as ARC may
otherwise agree), (ii) ARC shall have waived its tag along rights in
connection with the transactions contemplated hereby or permitted such
tag along rights to expire in accordance with their terms, (iii)
Purchaser and ARC shall have entered into a written settlement
agreement with respect to such tag along rights, or (iv) there shall
have been issued a final, nonappealable ruling by a court of competent
jurisdiction permitting Purchaser to purchase the HTS Partnership
Interest without concurrently purchasing ARC's limited partnership
interest in HTS."
3. Elimination of Sections 7.03 and 9.01(c). Sections 7.03 and 9.01(c) of
the Agreement are hereby eliminated from the Agreement and they shall have
no force or effect.
4. Amendment of Section 8.01(b). Section 8.01(b) of the Agreement is
hereby amended by replacing the reference to "March 31, 2001" therein with
a reference to "December 31, 2001."
5. Amendment of Sections 8.01(c) and (d). Sections 8.01(c) and 8.01(d) of
the Agreement are hereby amended by replacing the references to "March 25,
2001" therein with references to "December 25, 2001".
6. Amendment of Section 9.03(b). Section 9.03(b) of the Agreement is
hereby amended by deleting the phrase "except for any claim or action
indemnified under Section 9.01(c)," from clause (B) of the last sentence
thereof.
7. Representations and Warranties of the Seller. Seller hereby represents
and warrants to Buyer that the execution, delivery and performance by
Seller of this Amendment and the consummation by Seller of the transactions
contemplated hereby are within Seller's corporate powers, and have been
duly authorized by all requisite corporate action. This Amendment
constitutes a valid and binding agreement of Seller.
8. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that the execution, delivery and performance by Buyer of
this Amendment and the consummation by Buyer of the transactions
contemplated hereby are within Buyer's corporate powers and have been duly
authorized by all requisite corporate action. This Amendment constitutes a
valid and binding agreement of Buyer.
9. Miscellaneous.
(a) This Amendment is limited to the matters expressly set forth
herein. Except as expressly amended, modified and supplemented hereby,
the provisions of the Agreement are and shall remain in full force and
effect.
(b) This Amendment shall be construed in accordance with and governed
by the law of the State of New York.
(c) This Amendment may be signed in counterparts, each of which shall
be an original, but all of which together constitute one and the same
agreement. This Amendment shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers as of the day and year first above
written.
VIACOM INC.
/s/ Xxxxxxx Xxxxxxxx
By: _________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
COMCAST CORPORATION
/s/ Xxxxxx Xxxxx
By: _________________________________
Name: Xxxxxx Xxxxx
Title: Senior Vice President
2
