FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.1(c)
Conformed Copy

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

         This First Amendment to Asset Purchase Agreement (this “Amendment”) is made and entered into as of this 30th day of June, 2001, between Falcon Cable Systems Company II, L.P. (“Falcon”), on the one hand, and AT&T Broadband, LLC (“AT&T Broadband”), Communication Services, Inc. (“CSI”), Ohio Cablevision Network, Inc. (“OCNI”), TCI Cablevision Of California, Inc. (“TCIC-CA”) and TCI Washington Associates, L.P. (“TCI-WA”), on the other.

Recitals

         A.     Falcon, AT&T Broadband, CSI, OCNI, TCIC-CA and TCI-WA entered into an Asset Purchase Agreement (“Agreement”) as of the 26th day of February, 2001.

         B.     The parties to this Amendment wish to amend the Agreement, as more fully set forth herein.

Agreements

         In consideration of the above recitals and the mutual agreements stated in this Amendment, the parties agree as follows:

         1.     Defined Terms. Capitalized terms used herein, but not otherwise modified or defined herein, shall have the meanings ascribed to such terms in the Agreement.

         2.     Vehicle Title Certificates. Seller shall obtain and deliver to Buyer promptly after closing the vehicle title certificates and, if required, bills of sale, for the following vehicles described in Exhibit A attached to this Amendment. In addition, Seller will execute and deliver to Buyer, for no additional consideration and at no additional cost to Buyer, such certificates, bills of sale, or other documents as may be reasonably necessary to give full effect to transfer of vehicles required by the Agreement.

         3.     Copyright Filings. Seller hereby agrees to file, at its expense, all Copyright Statements of Account with respect to the Systems for the 2001/1 filing period as and when due under applicable law.

         4.     Forest Service Property. With respect to the Real Property which is the subject of the following permit and lease, Seller represents and warrants that Seller has the valid and enforceable right to use and occupy the Real Property, and all improvements thereon owned by Seller and included in the Assets, in each case free and clear of all Encumbrances except Permitted Encumbrances:

a) United States Forest Service Special Use Permit granted to TCI Cablevision of California, Inc., dated July 10, 1995 (Bald Xxxxxxxx Xxxxx Xxxx, Xxx 00, X00X, X00X, MDBM); and

b) Commercial Use Lease dated February 23, 1998 between the United States Forest Service and TCI Cablevision of California, Inc., dated February 23, 1998 (Xxxx Peak Tower Site Lease, Placer County, Xxxxxxxxxx, XXX 00, X00X, X00X, XXX).

     With respect to the foregoing interests in Real Property, Seller is not in breach or default of any terms or conditions of any written instrument relating thereto and, to Seller’s Knowledge, no other party thereto is in material breach or default of any terms or conditions of any such written instrument.

         5.     Schedules. Schedules 4.3, 4.5, 4.6, 4.7 and 4.9 to the Agreement are hereby amended and restated in their entirety, as of February 26, 2001 (except for changes made since such date in compliance with the Agreement), and as of the Closing, as set forth in Exhibit B attached to this Amendment.

         6.     Waiver of Conditions. Buyer hereby waives the condition to its obligation to consummate the transactions contemplated by the Agreement set forth in Section 7.2.8 of the Agreement.

         7.     Relationship to the Agreement. This Amendment supersedes any inconsistent provisions contained in the Agreement. Except as amended hereby, the Agreement remains in full force and effect.

         8.     Choice of Law. This Amendment and the rights of the parties under it will be governed by and construed in all respects in accordance with the laws of the state of Delaware, without regard to the conflicts of laws rules of Delaware.

         9.     Counterparts. This Amendment may be executed in counterparts, each of which will be deemed an original. This Amendment will become binding when one or more counterparts, individually or taken together, bear the signatures of all parties to this Amendment. Delivery of an executed signature page of this Amendment by facsimile transmission will constitute effective and binding execution and delivery of this Amendment.

[Signature Page Follows]

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Exhibit 2.1(c)
Conformed Copy

         The parties have executed this Amendment as of the day and year first above written.

		FALCON CABLE SYSTEMS COMPANY II, L.P.
		By:		Charter Communications CC VII, LLC., as General Partner
		By:		/s/ Xxxxx Xxxxxx
		Name: Title:		Xxxxx Xxxxxx Vice President
		AT&T BROADBAND, LLC
		COMMUNICATION SERVICES, INC.
		OHIO CABLEVISION NETWORK, INC.
		TCI CABLEVISION OF CALIFORNIA, INC.
		TCI WASHINGTON ASSOCIATES, L.P.
		Each by:		/s/ Xxxxxxx Xx Xxxxxx
		Name: Title:		Xxxxxxx Xx Xxxxxx Vice President

Exhibit A

Vehicle Certificates of Title

Nevada
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XXX00000
0XXXX00XXXX000000
0XXXX00X0XX000000
0XXXX00X0XX000000

California
0XXXX00X0XX000000
0XXXX00X0XXX00000
0XXXX00X0XXX00000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00X0XX000000
0XXXX00XXXX000000

Exhibit B

Amended Schedules 4.3, 4.5, 4.6, 4.7 and 4.9

Attached