Amendment No. 1 to Asset Purchase Agreement



 Exhibit 10.7 
  

									
	 	 	 	 	 	 	 	 	                 Execution
                 Version


  
 AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT 
  
 This Amendment No. 1 to
the Asset Purchase Agreement (“Amendment”) is made this      day of February, 2005, by and among Devcon Security Services Corp., a Florida corporation (“Devcon”), Starpoint, Limited
Partnership, a Pennsylvania limited partnership (“Starpoint”), Cable Sentry Corporation, a Florida corporation (“Cable Sentry”), Coral Security, Inc., a Florida corporation (“Coral”), and Westview
Security, Inc., a Florida corporation (“Westview”) (each of Starpoint, Cable Sentry, Coral and Westview, a “Seller” and collectively, “Sellers”) and amends that certain Asset Purchase Agreement,
dated January 21, 2005 (the “Asset Purchase Agreement”), by and among Sellers, Purchaser and Adelphia Communications Corporation, a Delaware corporation (“Adelphia”). Capitalized terms used but not defined herein
shall have the meanings assigned in the Asset Purchase Agreement. 
  
 RECITALS 
  
 A. On January 21, 2005, Sellers,
Purchaser and Adelphia entered into the Asset Purchase Agreement. On February 28, 2005, Devcon assigned the Asset Purchase Agreement to Devcon Security Services Corp., a Delaware corporation (“Purchaser”). Purchaser and Sellers have
agreed to modify the Asset Purchase Agreement, as set forth herein, in order to remove a provision relating to employee benefits matters. 
  
 NOW THEREFORE, for good and value consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 
  
 AGREEMENT 
  
 1. Section 9.3(l) of the Asset Purchase Agreement is hereby deleted in its
entirety. 
  
 2. In all other respects the Asset Purchase
Agreement is ratified and confirmed. 
  
 3. This Amendment may be
executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the
parties hereto. 
  
 4. This Amendment shall be construed in
accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to conflicts or choice of law provisions thereof that would give rise to the application of the domestic substantive law of any other
jurisdiction). 
  

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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as the date aforesaid. 
  

			
	PURCHASER:
	
	DEVCON SECURITY SERVICES CORP.,
	 a Delaware corporation

		
	 By:
	 	 /s/    Stephen J. Ruzika


	 	 	 Stephen J. Ruzika

	 	 	 President

	
	SELLERS:
	
	 Starpoint, Limited Partnership, a Pennsylvania limited partnership

		
	 By:
	 	 West Boca Acquisition Limited Partnership, its General Partner

		
	 By:
	 	 Adelphia Cable Partners, L.P., its General Partner

		
	 By:
	 	 Olympus Cable Holdings, LLC, its General Partner

		
	 By:
	 	 Olympus Subsidiary, LLC, its Sole Member

		
	 By:
	 	 Olympus Communications, L.P., its Sole Member

		
	 By:
	 	 ACC Operations, Inc., its Managing General Partner

		
	 By:
	 	 /s/    Vanessa A. Wittman


	 	 	 Vanessa A. Wittman

	 	 	 Executive Vice President and Chief
 Financial Officer



  
 [Signature
page to Amendment No. 1 to Asset Purchase Agreement] 








			
	 Cable Sentry Corporation, a Florida corporation

		
	 By:
	 	 /s/    Vanessa A. Wittman


	 	 	 Vanessa A. Wittman

	 	 	 Executive Vice President and Chief
 Financial Officer

	
	 Coral Security, Inc., a Florida corporation

		
	 By:
	 	 /s/    Vanessa A. Wittman


	 	 	 Vanessa A. Wittman

	 	 	 Executive Vice President and Chief
 Financial Officer

	
	 Westview Security, Inc., a Florida corporation

		
	 By:
	 	 /s/    Vanessa A. Wittman


	 	 	 Vanessa A. Wittman

	 	 	 Executive Vice President and Chief
 Financial Officer



  
 [Signature
page to Amendment No. 1 to Asset Purchase Agreement]