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EXHIBIT 10.11(b)
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this
"Amendment") is made as of November 26, 1996 by and among Digital Television
Services of Kentucky, LP, a Georgia limited partnership ("Purchaser") and Direct
Programming Services Limited Partnership, a Kentucky limited partnership
("Seller").
RECITALS
Purchaser and Seller entered into an Asset Purchase Agreement dated as
of October 28, 1996 (the "Asset Purchase Agreement"). Capitalized terms used
herein which are not otherwise defined shall have the meanings set forth in the
Asset Purchase Agreement. Purchaser and Seller have determined that it is in
their mutual best interest to clarify and amend the Asset Purchase Agreement in
accordance with Section 11.8 thereof.
TERMS OF AMENDMENT
Purchaser and Seller agree as follows:
1. AMENDMENT OF ARTICLE I "ADDITIONAL DEPOSIT." The definition of
"Additional Deposit" in Article I shall be deleted in its entirety.
2. AMENDMENT OF ARTICLE I "CLOSING." The definition of "Closing" in
Article I shall be deleted in its entirety and the following new definition
shall be inserted in lieu thereof:
""Closing" shall mean the consummation and effectuation of the
transactions contemplated herein pursuant to the terms and conditions of this
Agreement and shall be held at 10:00 a.m. at the offices of Xxxxxx Xxxxxxx Xxxxx
& Xxxxxxxxxxx, L.L.P., 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx
Xxxxxxxx, 00000 on (i) January 2, 1997 or (ii) such other date or at such other
time or place (including via mail, overnight courier or facsimile transmission)
as the parties may mutually agree upon in writing. The Closing shall be as
effective as of the close of business on the Closing Date; provided, however, if
the Closing occurs on January 2, 1997 the Closing shall be effective as of
January 1, 1997."
3. AMENDMENT OF ARTICLE I "TERMINATION DATE." The definition of
"Termination Date" in Article I shall be deleted in its entirety and the
following new definition shall be inserted in lieu thereof:
""Termination Date" shall mean January 10, 1997."
4. AMENDMENT OF SECTION 4.2. Section 4.2 shall be deleted in its
entirety and the following new Section 4.2 shall be inserted in lieu thereof:
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"4.2 ESCROW DEPOSIT. Contemporaneously with the execution of
this Agreement, Purchaser has delivered to the Escrow Agent the Signing Deposit
and Seller has delivered to the Escrow Agent the Binder (collectively, the
"Escrow Deposit") to be held by the Escrow Agent pursuant to the Escrow
Agreement."
5. MODIFICATION. Except as modified hereby, the terms and conditions of
the Asset Purchase Agreement shall remain in full force and effect.
6. GOVERNING LAW. This Amendment shall be governed by and interpreted,
construed and enforced 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 any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
PURCHASER:
Digital Television Services of Kentucky, LP
By: Columbia DBS Management, LLC
Its: General Partner
By:
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Xxxxxxx X. Xxxxxxxx, Xx.
Its: President and Manager
SELLER:
Direct Programming Services Limited Partnership
By: DPS Associates, Ltd.
Its: General Partner
By: DPS, Inc.
Its: General Partner
By:
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Its:
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