EXHIBIT 10.12
FIRST AMENDMENT TO
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ASSET PURCHASE AGREEMENT
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THIS FIRST AMENDMENT ("Amendment") is made and entered into this 10th day of
February, 1997 by and between MERIDIAN COMMUNICATIONS NORTH, a general
partnership ("Meridian") and AMERICAN TOWER SYSTEMS, INC., a Delaware
corporation ("ATS"), with reference to the following facts:
Meridian and ATS are parties to a certain Asset Purchase Agreement dated
February 5, 1997 (the "Agreement") relating to the sale by Meridian to ATS of
substantially all the assets of Meridian. The parties desire to amend the
Agreement in the manner set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by each party hereto, the parties hereby
agree as follows:
1. The last sentence of the first paragraph of Section 3.5(a) of the
Agreement is hereby amended to read as follows: "Except as otherwise set forth
in Section 3.5(a) of the Meridian Disclosure Schedule: (i) all of such Leases
are, to Meridian's knowledge, valid and subsisting and in full force and effect
and (ii) neither Meridian nor, to Meridian's knowledge, any other party thereto,
is in Material default in the performance, observance or fulfillment of any
obligation, covenant or condition contained in any such Lease."
2. Section 3.6 of the Agreement is hereby amended by adding the following
sentence thereto: "All warranties and representations set forth in this Section
3.6 are subject to such exceptions as are set forth in Section 3.6 of the
Meridian Disclosure Schedule, to the extent such warranties or representations
are not already expressly so qualified herein."
3. Section 3.7(b) of the Agreement is hereby amended by adding the
following sentence thereto: "The warranties and representations set forth in
this Section 3.7(b) are subject to such exceptions as are set forth in Section
3.7(b) of the Meridian Disclosure Schedule, to the extent such warranties or
representations are not already expressly so qualified herein."
4. Section 3.16 of the Agreement is hereby amended by adding the
following sentence thereto: "The warranties and representations set forth in
this Section 3.16 are subject to such exceptions as are set forth in Section
3.16 of the Meridian
Disclosure Schedule, to the extent such warranties or representations are not
already expressly so qualified herein."
5. Except to the extent set forth to the contrary in this Amendment, all
provisions of the Agreement remain in full force and effect.
6. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but such counterparts together constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the day and year first above written.
"Meridian" "ATS"
MERIDIAN COMMUNICATIONS NORTH AMERICAN TOWER SYSTEMS, INC.
By: By:
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▇.▇. ▇▇▇▇▇▇▇▇, Trustee
of the ▇▇▇▇▇▇▇▇ Family -------------------------
Trust dated May 24, 1989,
General Partner
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇,
General Partner
By:
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▇.▇. ▇▇▇▇▇▇▇▇, Trustee of
the ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Testamentary Trust
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