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EXHIBIT 10.1
ENSTAR COMMUNICATIONS CORPORATION
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
September 29, 2000
VIA ELECTRONIC MAIL
Multimedia Acquisition Corp.
1059 East 10th Street
Hazleton, Pennsylvania 18201-3421
Attention: Terrence J. Herron, Vice President
Re: Enstar Communications Corporation
Ladies and Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement by
and among Multimedia Acquisition Corp. ("Buyer"), and Enstar Income Program
II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar IX, Ltd., Enstar XI, Ltd.,
Enstar IV/PBD Systems Venture, Enstar Cable of Cumberland Valley and Enstar
Cable of Macoupin County (collectively, "Sellers," and each individually, a
"Seller"), dated as of August 8, 2000 (the "Purchase Agreement"). Capitalized
terms used and not otherwise defined herein shall have the meanings given to
them in the Purchase Agreement.
For and in consideration of the mutual covenants set forth in the
Purchase Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as
follows:
1. Purchase Price.
(a) Section 3.1 of the Purchase Agreement is hereby
amended by replacing the Purchase Price of
"Ninety-Four Million Nine Hundred Twenty-Nine
Thousand Four Hundred Dollars ($94,929,400)" with a
Purchase Price of "Ninety-Five Million Five Hundred
Seventy-Four Thousand Six Hundred ($95,574,600)."
(b) Schedule 1.1A to the Purchase Agreement is hereby
replaced by Schedule 1.1A attached hereto, which
Schedule is deemed to be incorporated into the
Purchase Agreement and made a Schedule thereto for
all purposes.
(c) In consideration for the increase in the Purchase
Price set forth in subsection (a) above that is
allocated to Enstar II-2 and Enstar IV on Schedule
1.1A, as attached hereto, Sections 3.3(a)(i) of the
Purchase Agreement is hereby amended to delete
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the adjustments to the Purchase Price set forth in
subsections (C) and (D) thereof, and Section 3.6 of
the Purchase Agreement is hereby deleted.
2. Digital Ad Insertion Equipment.
(a) Schedule 2.1(b)(viii) to the Purchase Agreement is
hereby amended by adding the following, as an
Excluded Asset, as item (d): "(d) Digital ad
insertion equipment located at any headend serving
any of the Systems (with Sellers hereby representing
that the initial cost of such equipment is accurately
set forth in all material respects in Schedule
3.3(a)(ii))."
(b) Section 3.3(a)(ii) of the Purchase Agreement is
hereby amended by adding the following item (H): "(H)
the cost of the digital ad insertion equipment
located at headends serving any of such Seller's
Systems, which cost is set forth in Schedule
3.3(a)(ii)." Schedule 3.3(a)(ii), which is attached
hereto, is hereby incorporated into the Purchase
Agreement and made a Schedule thereto for all
purposes.
3. Performance of Settlement Agreement. Section 6.17 of the
Purchase Agreement is hereby amended by adding the following
language at the end of the first sentence, following the word
"hereunder": ", provided, that Buyer shall have no obligation
to indemnify a Seller with respect to any claim by any former
customer of such Seller under Section 8.1.2 of the Settlement
Agreement, which claim shall have been paid by Seller or any
Affiliate of such Seller (or any third party hired by Charter
to administer the distribution of benefits) directly to such
former customer."
4. Except as expressly set forth herein, the Purchase Agreement
shall remain in full force and effect.
[The remainder of this page is intentionally left blank.]
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Please indicate your acceptance of the foregoing terms by signing this
letter in the space provided below and returning it to the undersigned.
Very truly yours,
ENSTAR INCOME PROGRAM II-1, L.P.
ENSTAR INCOME PROGRAM II-2, L.P.
ENSTAR INCOME PROGRAM IV-3, L.P.
ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
ENSTAR IX, LTD.
ENSTAR XI, LTD.
ENSTAR IV/PBD SYSTEMS VENTURE
ENSTAR CABLE OF CUMBERLAND VALLEY
ENSTAR CABLE OF MACOUPIN COUNTY
By: Enstar Communications Corporation,
as ultimate General Partner of each of
the foregoing
By: /s/ Ralph G. Kelly
------------------------------
Ralph G. Kelly
Senior Vice President
ACCEPTED AND AGREED TO:
MULTIMEDIA ACQUISITION CORP.
By: /s/ Terrence J. Herron
--------------------------------------------
Name: Terrence J. Herron
Title: Vice President
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SCHEDULE 1.1A
ALLOCATION OF PURCHASE PRICE AND INDEMNITY FUND;
MINIMUM SUBSCRIBER NUMBERS & ADJUSTMENT AMOUNTS
<TABLE>
<CAPTION>
MINIMUM SUBSCRIBER
SUBSCRIBER ADJUSTMENT
SELLER OR GROUP LOCATION PURCHASE PRICE PERCENT INDEMNITY FUND NUMBER AMOUNT
--------------- -------- -------------- ------- -------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Enstar Six-A Flora, IL $12,444,000 13.1% $557,119 6,172 $2,000
Enstar IV/PBD Mt. Carmel, IL $4,654,000 4.9% $208,360 2,277 $2,000
SOUTHERN ILLINOIS 8,449 $2,000
SELLER GROUP
Enstar II-2 Hillsboro, IL $12,648,000 13.3% $566,252 6,194 $2,000
Enstar Cable of Macoupin, IL $9,074,000 9.6% $406,244 4,487 $2,000
Macoupin County
Enstar IV-3 Shelbyville, IL $7,354,000 7.7% $329,239 3,627 $2,000
Enstar II-1 Taylorville, IL $13,846,000 14.6% $619,887 6,793 $2,000
NORTHERN ILLINOIS
SELLER GROUP 21,101 $2,000
Enstar II-2 Malden, MO $3,122,600 3.0% $129,045 2,200 $1,419
Enstar IV/PBD Dexter, MO $4,455,000 4.3% $181,319 3,900 $1,142
Enstar V-A, V-B Pomme de $1,429,500 1.5% $63,999 900 $1,129
Terre, MO
Enstar IX Mobile, AL $789,000 0.8% $35,324 1,450 $500
Enstar Cable of Monticello, KY $24,049,500 25.3% $1,076,699 14,350 $1,669
Cumberland Valley
Enstar XI Ashdown, AR $1,709,000 1.8% $76,512 1,650 $1,000
--------
TOTAL $95,574,600 100.0% $4,250,000 54,000
========
</TABLE>
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Schedule 3.3(a)(ii)
Cost of Digital Ad Insertion Equipment
<TABLE>
<CAPTION>
Cost of
Seller Headend Equipment
------ ------- ---------
<S> <C> <C>
Enstar Cable of Cumberland Valley Monticello, KY $57,180.91
Enstar Cable of Cumberland Valley Russell Springs, KY $57,180.91
TOTAL CUMBERLAND VALLEY: $114,361.82
Enstar Income Program II-1, L.P. Litchfield/Gillespie, IL $23,546.00
Enstar Income Program II-1, L.P. Taylorville, IL $31,842.00
TOTAL ENSTAR II-1: $55,388.00
Enstar Income Program II-2, L.P. Hillsboro, IL $23,546.00
Enstar Income Program II-2, L.P. Jerseyville, IL $23,546.00
Enstar Income Program II-2, L.P. Malden, MO $23,546.00
TOTAL ENSTAR II-2: $70,638.00
Enstar Income/Growth Program Six-A, L.P. Flora, IL $23,546.00
Enstar Income/Growth Program Six-A, L.P. Salem, IL $23,546.00
Enstar Income/Growth Program Six-A, L.P. Fairfield, IL $23,546.00
TOTAL ENSTAR SIX-A: $70,638.00
Enstar IV/PBD Systems Venture Dexter/Bloomfield, MO $40,318.00
Enstar IV/PBD Systems Venture Mt. Carmel, IL $23,546.00
TOTAL ENSTAR IV/PBD: $63,864.00
Enstar Cable of Macoupin County Carlinville, IL $23,546.00
TOTAL ENSTAR MACOUPIN: $23,546.00
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