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EXHIBIT 10.4(c)
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
DATED MAY 14, 1998
BY AND BETWEEN
CABLE ONE, INC. AND BLACK CREEK COMMUNICATIONS, INC.
This Amendment No. 1 (this "Amendment") to that certain Asset Purchase
Agreement dated May 14, 1998 (the "Agreement") by and between CABLE ONE, INC.
("Seller") and BLACK CREEK COMMUNICATIONS, L.P. ("Buyer") is entered into as of
this 15th day of July, 1998.
WHEREAS, Seller and Buyer desire to make certain changes to the
Agreement;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:
1. The Agreement shall be amended to address an assignment of the
Agreement to Black Creek Communications, Inc. to Black Creek Communications,
L.P. The amended introduction shall read:
"THIS ASSET PURCHASE AGREEMENT (the "Agreement") was made and
entered into as of May 14, 1998 by and between Cable One, Inc., a
Delaware corporation ("Seller"), and Black Creek Communications, Inc.,
a Delaware corporation. On June 19, 1998, Black Creek Communications,
Inc., with the written consent of Seller, assigned the Agreement to
Black Creek Communications, L.P., a
Delaware limited partnership ("Buyer")."
2. Article 4, BUYER'S REPRESENTATIONS AND WARRANTIES, shall be amended
as follows:
a. Section 4.1, Organization of Buyer, shall be replaced in
its entirety with the following:
"Buyer is a limited partnership duly organized, validly
existing, and in good standing under the laws of the State of
Delaware, and has all requisite partnership power and
authority to own and lease the properties and assets it
currently owns and leases and to conduct its activities as
such activities are currently conducted. Buyer is duly
qualified to do business as a foreign partnership and is in
good standing in all of the jurisdictions where the Systems
are located. Black Creek Management, L.L.C., a duly organized
Delaware limited liability company, is the general partner of
Buyer."
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT - PAGE 1
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b. Section 4.2, Authority, shall be replaced in its entirety
with the following:
"Buyer has all requisite partnership power and authority to
execute, deliver, and perform this Agreement and consummate
the transactions contemplated hereby. The execution, delivery,
and performance of the Agreement and the consummation of the
transactions contemplated hereby by Buyer have been duly and
validly authorized by all necessary partnership action on the
part of Buyer. This Agreement has been duly and validly
executed and delivered by Buyer, and is the valid and binding
obligation of Buyer, enforceable against Buyer in accordance
with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors'
rights generally or the availability of equitable remedies."
c. Section 4.3, No Conflict; Consents, shall be replaced in
its entirety with the following:
"Except as will not have a material adverse effect on the
ability of Buyer to perform its obligations hereunder, and
subject to compliance with the HSR Act, the execution,
delivery, and performance by Buyer of this Agreement do not
and will not: (i) conflict with or violate any provision of
the certificate of limited partnership or partnership
agreement of Buyer; (ii) violate any provision of any Legal
Requirement; (iii) conflict with, violate, result in a breach
of, or constitute a default under any contract, agreement, or
understanding to which Buyer is a party or by which Buyer or
the assets or properties owned or leased by it are bound or
affected; or (iv) require any consent, approval, or
authorization of, or filing of any certificate, notice,
application, report, or other document with, any Governmental
Authority or other Person.
3. Section 7.2(c), Officer's Certificate, shall be replaced in its
entirety with the following:
"(c) Partnership Certificate. Seller shall have received a
certificate executed by the General Partner of Buyer, dated as of
Closing, reasonably satisfactory in form and substance to Seller,
certifying that the conditions specified in Sections 7.2(a) and (b)
have been satisfied."
4. Section 8.3(c), Officer's Certificate, shall be replaced in its
entirety with the following:
"(c) Partnership Certificate. The certificate described in
Section 7.2(c);
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5. Section 13.4, Notices. Delete the line: "To Buyer: Black Creek
Communications, Inc.". Insert the line "To Buyer: Black Creek Communications,
L.P."
6. Except as set forth herein, the Agreement remains in full force and
effect without additional modifications.
7. This Amendment No. 1 shall be deemed effective as of the 15th day of
July, 1998.
EXECUTED as of the date hereinabove written.
SELLER:
CABLE ONE, INC.
By: /s/ XXXXXX X. MIGHT
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Name: Xxxxxx X. Might
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Title: President
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BUYER:
BLACK CREEK COMMUNICATIONS,
L.P.
By: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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