EXHIBIT 2.03.13
AMENDMENT NO. 4 TO ASSET
PURCHASE AGREEMENT BETWEEN
ADELPHIA COMMUNICATIONS CORPORATION AND
COMCAST CORPORATION
This Amendment No. 4, dated July 31, 2006 (this
“ Amendment ”), amends the Asset Purchase
Agreement, between Adelphia Communications Corporation (“
Seller ”) and Comcast Corporation (“
Buyer ”), dated as of April 20, 2005, as amended by
Amendment No. 1, dated June 24, 2005 , Amendment No. 2, dated June
21, 2006, Amendment No. 3, dated June 26, 2006 and as otherwise
amended to date (as so amended, the “ Comcast Purchase
Agreement ”). Capitalized terms used but not
otherwise defined herein shall have the respective meanings
ascribed to them in the Comcast Purchase Agreement.
WHEREAS, the parties hereto desire to amend the
Comcast Purchase Agreement pursuant to Section 9.2 thereof to
clarify certain provisions contained therein.
NOW, THEREFORE, in consideration of the
foregoing, the parties hereto, intending to be legally bound,
hereby agree as follows:
1.
Exhibit B to Amendment No. 3, dated June 26, 2006, shall be
amended by deleting in its entirety the entry for “Bedford,
County of, VA”.
2.
Exhibit B to Amendment No. 3, dated June 26, 2006, shall be
amended by changing the Transferred Joint Venture Entity Assignee
designated to acquire the Transferred Assets and to assume the
Assumed Liabilities Primarily Related to the geographic areas of
(i) “Derry, Township of (Westmoreland Co. –
Blairsville), PA” and (ii) “Ligonier, Township of,
PA”, in each case, from “Parnassos, LP” to
“Century-TCI California, LP”.
3.
The clause (iv) of definition of “Affiliate” in Section
1.1 of the Comcast Purchase Agreement shall be amended and restated
in its entirety to read as follows
“ (iv) each Transferred Joint Venture
Entity shall be deemed to be an Affiliate of Seller (and not an
Affiliate of Buyer) until the transfer of the JV Interests to Buyer
at Closing is completed and an Affiliate of Buyer (and not an
Affiliate of Seller) after the transfer of the JV Interests to
Buyer at Closing is completed”.
4.
The definition of “LIBOR” in Section 1.1 of the Comcast
Purchase Agreement shall be amended and restated in its entirety to
read as follows:
““LIBOR” means
5.543%.”
5.
Section 3.9 of the Comcast Purchase Agreement is hereby amended by
inserting new subsection (j) as follows:
“(j) (a) The U.S.
federal income tax returns for the taxable years ended December 31,
2005 for each of Century, Parnassos and Western, in the form
provided to Buyer’s counsel on July 19, 2006, were filed with
the IRS Center located in Ogden, Utah on July 18, 2006, and each
such U.S. federal income tax return included a statement to the
effect that such entity is making a Section 754 Election and (b)
prior to the Closing Date, Seller has received an electronic copy
of an opinion of Sullivan & Cromwell, LLP, dated July 19,
2006 (with the original forthcoming) and in the form provided
to Buyer’s counsel on July 19, 2006, to the effect that each
such Section 754 Election was validly filed and effective for U.S.
federal income tax purposes as of the Closing
Date.”
6.
Section 5.4(f) of the Comcast Purchase Agreement shall be amended
by deleting it in its entirety and replacing it as set forth
below:
“(i)
Seller shall not
take any action or permit any of its Affiliates (including a
Transferred Joint Venture Parent) to take any action that would
cause a Section 754 Election of any Transferred Joint Venture
Entity to become void or invalid.
(ii)
If Seller or
any of its Affiliates reports any Subsidiary of a Transferred Joint
Venture Parent as a partnership for U.S. federal income tax
purposes, Seller agrees to use commercially reasonable efforts to
cause such Subsidiary to make a valid Section 754 Election (or
comparable election, if provided for under state or local law) for
a taxable year ending on or prior to the Closing Date.
(iii)
Seller agrees to use commercially reasonable efforts to
caus
