1
EXHIBIT 10.16(b)
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this
"Amendment") is made as of April 15, 1997 by and between Digital Television
Services of Georgia, LLC, a Georgia limited liability company ("Purchaser") and
DigiCom Services, Inc., a Georgia corporation ("Seller").
RECITALS
Purchaser and Seller entered into an Asset Purchase Agreement dated as
of February 19, 1997 (the "Agreement"). Capitalized terms used herein which are
not otherwise defined shall have the meaning set forth in the Agreement.
Purchaser and Seller 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 Seller agree as follows:
1. AMENDMENT TO SECTION 4.1. Section 4.1 shall be deleted in its
entirety and the following new Section 4.1 shall be inserted in lieu thereof:
"4.1. PURCHASE PRICE. The purchase price for the Purchased Assets (the
"Purchase Price") shall be Nine Hundred Twenty-One Thousand Five Hundred
Twenty-Two Dollars ($921,522), subject to adjustment as provided in Section 4.4
herein."
2. AMENDMENT TO SECTION 4.3(b). Section 4.3(b) shall be deleted in its
entirety and the following new Section 4.3(b) shall be inserted in lieu thereof:
"(b) An aggregate amount not to exceed Eight Hundred
Sixty-Three Thousand Seven Hundred Twenty-Two Dollars ($863,722), subject to
adjustment as provided for in Section 4.4 herein, by certified or cashier's
check, or by wire transfer of immediately available funds to an account or
accounts designated in writing by Seller (together with the Escrow Deposit and
the Additional Deposit, the "Closing Payment"). Seller shall notify Purchaser no
later than thirty (30) days prior to the Closing Date of the actual amount of
the Closing Payment."
3. AMENDMENT TO SECTION 8.9(j). Section 8.9(j) shall be deleted in its
entirety and the following new Section 8.9(j) shall be inserted in lieu thereof:
"(j) Noncompetition Agreement with each of Seller, Xxxxxxxx X.
Xxxxx and Xxxxxx X. Xxxxx substantially in the forms attached hereto as Schedule
8.9(a), 8.9(b) and 8.9(c); and"
2
4. AMENDMENT OF SCHEDULE 8.9. Schedule 8.9 shall be deleted in its
entirety and Schedule 8.9(a), Schedule 8.9(b) and Schedule 8.9(c) 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 Georgia, without regard to the choice
of law provisions thereof.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one in the same Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
3
IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment
as of this date first set forth above.
PURCHASER:
Digital Television Services of Georgia, LLC
By: DTS Management, LLC
Its: Member
By:
-----------------------------------
Xxxxxxx X. Xxxxxxxx, Xx., President
and Manager
SELLER:
DigiCom Services, Inc.
By:
----------------------------------------
Xxxxxxxx X. Xxxxx, President
3
