Exhibit 99.3
FIRST AMENDMENT TO
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PURCHASE AND SALE AGREEMENT
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THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 30th
day of September, 1996, by and between Cable TV Joint Fund 11, a Colorado
partnership ("Seller"), and Jones Intercable, Inc., a Colorado corporation
("Buyer").
RECITALS
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A. Seller owns and operates a cable television system in Manitowoc,
Wisconsin (the "System"). By Purchase and Sale Agreement, dated as of September
5, 1995 (the "Purchase Agreement"), Buyer agreed to purchase, and Seller agreed
to sell, substantially all of the assets and properties of Buyer now owned or
used by Seller solely in connection with Seller's ownership or operation of the
System.
B. Buyer assigned its rights and obligations under the Purchase Agreement
to its wholly-owned subsidiary, Jones Cable Holdings, Inc. ("JCH"), by
Assignment and Assumption Agreement dated as of September 15, 1995. JCH has,
effective as of the date of this Agreement, reassigned its rights and
obligations to Buyer pursuant to an Assignment and Assumption Agreement of even
date herewith.
C. Buyer and Seller have not consummated the purchase and sale of the
Assets of the System because Seller has not delivered all consents and approvals
of third parties as are necessary to transfer the Assets to Buyer, as required
by the Purchase Agreement. Pursuant to Section 9 of the Purchase Agreement, the
Closing is to take place no later than September 30, 1996.
D. Buyer and Seller wish to amend the terms of the Purchase Agreement to
(i) extend the period in which to close the transaction under the Purchase
Agreement, and (ii) to amend the Purchase Price.
E. Unless otherwise defined, all capitalized terms herein shall have the
meaning given to them in the Purchase Agreement.
AGREEMENT
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In consideration of the mutual promises contained in this Agreement and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby amend the Purchase Agreement as follows:
1. Section 3 of the Purchase Agreement is deleted in its entirety and
replaced with the following:
"3. Purchase Price. Subject to the adjustments to be made in accordance
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with Paragraph 4 hereof, the total purchase price for the Assets (the
"Purchase Price") shall be the greater of (i) $15,735,667, which is the
average of three independent appraisals of the System obtained by Seller in
the spring of 1995, or (ii) the average of three new appraisals of the
System to be procured by Seller in October 1996 from the same independent
appraisers. The Purchase Price shall be payable to Seller at Closing in
cash, by cashier's check or by wire transfer of federal funds to a bank or
banks designated by Seller."
2. Section 9 of the Purchase Agreement is deleted in its entirety and
replaced by the following:
"9. Closing. The closing hereunder (the "Closing") shall be held in the
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offices of Seller, 9697 East Mineral Avenue, Englewood, Colorado 80112, on
such date or dates as the parties hereto shall mutually agree (the "Closing
Date"), but in no event after June 30, 1997. At the Closing, all cash,
checks, notes, deeds, bills of sale, certificates of title, assignments and
assumptions and other instruments and documents referred to or contemplated
by this Agreement shall be exchanged by the parties hereto.
3. Except as provided in this Agreement, the terms of the Purchase
Agreement shall remain unmodified, unamended and in full force and effect.
4. This Agreement embodies the entire understanding and agreement among
the parties concerning the subject matter hereof and supersedes any and all
prior negotiations, understandings or agreements in regard thereto. This
Agreement shall be interpreted, governed and construed in accordance with the
laws of the State of Colorado.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
CABLE TV JOINT FUND 11,
a Colorado general partnership
By: Cable TV Fund 11-A, Ltd.,
a Colorado limited partnership
By: Cable TV Fund 11-B, Ltd.,
a Colorado limited partnership
By: Cable TV Fund 11-C, Ltd.,
a Colorado limited partnership
By: Cable TV Fund 11-D, Ltd.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
their General Partner
By: /s/ James B. O'Brien
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Title: President
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JONES INTERCABLE, INC.,
a Colorado corporation
By: /s/ James B. O'Brien
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Title: President
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