EXHIBIT 10.3.1
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
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This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT is made as of the 22nd day
of September, 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, 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 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 Certain Computer Equipment.
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(a) The following provision is hereby added as Section 6.9 of the
Asset Purchase Agreement:
"6.9 Certain Computer Equipment.
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(a) Seller agrees to permit Buyer to: (i) take possession of
certain computer equipment identified on Schedule 6.9(a)
prior to the Closing, (ii) move such equipment out of the
Territory, and (iii) place such equipment into service as
part of Buyer's computer network; provided, however, that:
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(1) Such equipment shall remain the property of the Seller
until such time as the Closing occurs.
(2) Buyer shall pay all costs and expenses associated with
taking possession and moving such equipment, including
shipping, handling and installation.
(3) Buyer shall clearly xxxx or tag each piece of such
equipment with the following notice:
"Property of Central Telephone Company of Illinois. Do
not move, discard, sell, lease, or make any alterations
or modifications to this equipment."
(4) Buyer shall keep and maintain such equipment in as good
a condition and working order as such equipment is in
at the time Buyer takes possession and shall promptly
notify Seller of any damage or loss with respect to
such equipment, and, after consultation with Seller,
shall repair or replace any such damaged or lost
equipment.
(5) Buyer shall notify Seller in writing of the exact
location where such equipment is installed or used on
Buyer's premises.
(b) Seller agrees to permit Buyer to: (i) take possession of
certain computer equipment. identified on Schedule 6.9(b)
prior to the Closing, (ii) move such equipment to other
locations within the Territory, and (iii) place such
equipment into service as part of Buyer's computer network;
provided, however, that:
(1) Such equipment shall remain the property of the Seller
until such time as the Closing occurs.
(2) Buyer shall pay all costs and expenses associated with
taking possession and moving such equipment, including
shipping, handling and installation.
(3) Buyer shall clearly xxxx or tag each piece of such
equipment with the following notice:
"Property of Central Telephone Company of Illinois. Do
not move, discard, sell, lease, or make any alterations
or modifications to this equipment."
(4) Buyer shall keep and maintain such equipment in as good
a condition and working order as such equipment is in
at the time Buyer takes possession and shall promptly
notify Seller of any damage or loss with respect to
such equipment, and, after consultation with Seller,
shall repair or replace any such damaged or lost
equipment.
(5) Buyer shall notify Seller in writing of the exact
location where such equipment is installed.
(c) In the event this Agreement is terminated, Buyer shall, at Seller's
sole option with respect to each separately identified piece of
equipment on Schedule 6.9(a), either (i) return such equipment, at
Buyer's sole expense, to the Seller by such shipping arrangements and
to the location which Seller reasonably requests, or (ii) pay to Buyer
the amount of cash indicated next to the applicable piece of equipment
on Schedule 6.9.
(d) In the event this Agreement is terminated, Buyer shall return each
piece of equipment identified on Schedule 6.9(b) that is moved by
Buyer pursuant to Section 6.9(b), at Buyer's sole expense, to the
Seller by shipping arrangements and to the location within the
Territory which Seller requests."
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 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 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 is generally described
on Schedule 13.1(a)). 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 accounts
receivable from active end user customers billed through Seller's customer
record and billing system (CRB), 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
connecting companies."
(c) The following provision is hereby added as Section 1.6(g) of the
Asset Purchase Agreement:
"(g) trade payables payable in connection, with the Business to
interexchange carriers and connecting companies."
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: /s/ XXX X. XXXXXX
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Xxx X. Xxxxxx, Vice President and
Secretary
CENTRAL TELEPHONE COMPANY OF ILLINOIS
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. XxXxx, Vice President -
Financial Support
MADISON RIVER TELEPHONE COMPANY, LLC
By: /s/ J. XXXXXXX XXXXXXXXXXX
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Name: J. Xxxxxxx Xxxxxxxxxxx
Title: Chairman & Chief Executive Officer
GALLATIN RIVER COMMUNICATIONS L.L.C.
By: /s/ J. XXXXXXX XXXXXXXXXXX
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Name: J. Xxxxxxx Xxxxxxxxxxx
Title: Chairman & Chief Executive Officer
