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Exhibit 2.14(f)(2)
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 Charter
Communications Entertainment I, LLC ("Charter"), on the one hand, and St.
Louis Tele-Communications, Inc., TCI Cable Partners of St. Louis, L.P., TCI
Cablevision of Missouri, Inc., TCI of Illinois, Inc., TCI TKR of Central
Florida, Inc., and TCI Holdings, Inc. (collectively, the "PARTIES"), on the
other.
RECITALS
A. The Parties 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-1 attached to this
Amendment. At the time of the transfer by Seller to Buyer of the residential
telephony services business pursuant to the Telephony Transfer Agreement, Seller
shall obtain and deliver to Buyer the vehicle title certificates for the
vehicles described in Exhibit A-2 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. Schedules. Schedules 4.5, 4.6 and 4.7 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.
5. 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.
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6. 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.
7. 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.
8. 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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The parties have executed this Amendment as of the day and year first
above written.
Charter Communications Entertainment I,
LLC, a Delaware limited liability company
By: /s/ Marcy Lifton
-------------------------------------
Name: Marcy Lifton
Title: Vice President
SELLER
St. Louis Tele-Communications, Inc., a
Missouri corporation
TCI Cable Partners of St. Louis, L.P.,
a Colorado limited partnership
By: Heritage Cablevision of
Massachusetts, Inc., its
general partner
TCI Cablevision of Missouri, Inc., a
Missouri corporation
TCI of Illinois, Inc., an Illinois
corporation
TCI TKR of Central Florida, Inc., a
Florida corporation
TCI Holdings, Inc., a Delaware
corporation
Each By: /s/ Alfredo Di Blasio
----------------------------------
Alfredo Di Blasio,
Authorized Signatory
[SIGNATURE PAGE TO FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT]
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EXHIBIT A-1
VEHICLE CERTIFICATES OF TITLE
1GTEC14H6RE542030
1FDXF46S2YED42637
1FDXF46S7YED42634
1FDXF46S4YED42641
1FDXF46S9YED42635
1GTEC14H0SZ515462
1GTEC14H0XA515162
1GTDM19W4YB517966
1GTDM19W5YB517927
1GTEK14W1YE336260
1GTEK14W2YE339605
1GTEK14W6YE338537
1GKDT13W712118474
1GTEC14H5ME512977
1GTEC14M2TZ516926
1GTEC14W2YE338094
1GDJC34U61F142521
1GCDM15Z6MB150045
1FTFE24YXKHB56610
1B6HL26X7RW114506
1B7HC16X1RS661669
1B7GL26X1SS275521
1B7GL26X4SS278218
1B7GL26X3SS275522
1B7GL26X6SS278219
1FTEF15Y3TLB82336
1FTHE24Y4THB31244
1FTHE24Y2THB31243
1FTHE2424VHB06147
1FTHE2422VHB06146
1FTFE24Y0JHB96645
1FTFE24Y6KHC02921
1FTJE34H8LHA55406
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EXHIBIT A-2
VEHICLE CERTIFICATES OF TITLE (TELEPHONY VEHICLES)
1G2NF52F6YC529011
1GCFG15R4Y1130968
1GTEC14W6YZ132351
1FTRF17LXYKA51842
1FTRF17L0YKA51865
1GCFG15WXY1115901
1GCHG35R3Y1106410
1GTEC14V4XE554891
1GCHG35RXY1103567
1GTGG25WXY1103998
1GCHG35R2Y1104745
1GTGG25W8Y1105720
1GCEG15W3Y1101768
1GTGG25W1Y1103968
1GTGG25W7Y1103912
1GCHG35R7Y1103722
1GTGG25W7Y1104641
1GCHG35R5Y1105534
1GTGG25W2Y1103865
1GTGG25W5Y1105531
1GNDT13W6Y2173690
1GTGG25W7Y1105563
1GTGG25W8Y1106172
1GCFG15W2Y1100972
1GTGG25W0Y1106022
1GTGG25W9Y1106195
1GTGG25W3Y1106130
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EXHIBIT B
AMENDED SCHEDULES 4.5, 4.6, AND 4.7
ATTACHED