ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made as of the 8th day of November, 2002, by and among Telecommunications Management, LLC ("Buyer"), and Enstar Income Program II-2, L.P., a Georgia limited partnership; Enstar Income Program IV-3, L.P., a Georgia limited partnership; Enstar Income Program 1984-1, L.P., a Georgia limited partnership; Enstar Income/Growth Program Six-A, L.P., a Georgia limited partnership; Enstar VII, L.P., a Georgia limited partnership; Enstar VIII, L.P., a South Carolina limited partnership; Enstar X, L.P., a Georgia limited partnership; Enstar XI, L.P., a Georgia limited partnership; Enstar IV/PBD Systems Venture; and Enstar Cable of Cumberland Valley (collectively, "Sellers," and each individually, a "Seller").

W I T N E S S E T H:

WHEREAS, Sellers own and operate cable television Systems in and around the communities of Xxxxxx, KY, Brownsville, Covington, Bolivar, Bradford, Xxxx and Ripley, TN, Dexter, Malden, and Pomme de Terre, MO, Ashdown, AR, Snow Hill, NC and Pageland and Chesterfield, SC as more particularly described in Schedule 1 hereto (the "Systems");

WHEREAS, Sellers have agreed to convey to Buyer substantially all of their assets comprising or used or usable in connection with its operation of the Systems, excepting those Excluded Assets specifically set forth in Section 2.1(b) upon the terms and conditions set forth herein;

WHEREAS, Buyer has agreed to assume certain specified liabilities of Sellers, upon the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the representations and warranties and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sellers and Buyer do hereby agree as follows:

1. Definitions.

1.1 Terms Defined in this Section. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings when used herein with initial capital letters:

"Accounts Receivable" means the sum of 97% of the book value of all subscriber accounts receivable that are outstanding as of the closing date and no part of which is more than sixty (60) days past due; provided, that no payment shall be made for subscriber accounts that are inactive on the Closing Date, regardless of their aging (with an account being past due one day after the first day of the period to which the applicable billing relates): plus 90% of the book value of all advertising and other accounts receivable that are outstanding as of the closing date and no part of which is more than sixty (60) days from the invoice date.

"Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with, such Person, with "control" for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

"Basic Cable Service" means the tier of cable television service that includes the retransmission of local broadcast signals as defined by the Cable Act which defines "cable service" specifically as "(A) the one-way transmission to subscribers of (i) video programming, or (ii) other programming service, and (B) subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service."

"Business Day" means any day other than Saturday, Sunday or a day on which banking institutions in St. Louis, Missouri or New York, New York are required or authorized to be closed.

"Cable Act" means Title VI of the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq., all other provisions of the Cable Communications Policy Act of 1984 and the provisions of the Cable Television Consumer Protection and Competition Act of 1992, and the provisions of the Telecommunications Act of 1996 amending Title VI of the Communications Act of 1934, in each case as amended and in effect from time to time.

"IRC" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder as in effect from time to time.

"Communications Act" means the Communications Act of 1934, as amended by the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the provisions of the Telecommunications Act of 1996 amending Title VI of the Communications Act of 1934, and as may be further amended, and the rules and regulations, policies and published decisions of the FCC thereunder, as in effect from time to time.

"Compensation Arrangement" means any plan or compensation arrangement, other than an Employee Plan or a Multiemployer Plan, whether written or unwritten, which provides to employees or former employees of Sellers or any ERISA Affiliate any compensation or other benefits, whether deferred or not, in excess of base salary or wages and excluding overtime pay, and including, but not limited to, any bonus (including any bonus given to motivate employees to work for a Seller through the Closing), incentive plan, stock rights plan, deferred compensation arrangement, stock purchase plan, severance pay plan and any other perquisites and employees fringe benefit plans.

"Contingent Systems" means the cable television Systems owned and operated by Sellers in and around the communities Pomme de Terre, MO, Ashdown, AR, Snow Hill, NC and Pageland and Chesterfield, SC.

"Deposit Amount" means the amount of $500,000 being deposited by Buyer with the Escrow Agent pursuant to the Deposit Escrow Agreement to secure Buyer's performance of its covenants and obligations hereunder. The deposit amount shall be deposited as follows: $100,000 at the time of the completion and presentation to Buyer of the final Schedules and Exhibits to the Asset Purchase Agreement; $100,000 ninety (90) days after execution of the Asset Purchase Agreement; $150,000 upon approval of franchise transfers of Primary Systems (as defined in this Asset Purchase Agreement); and $150,000 upon Limited Partner approval of transfer of Primary Systems.

"Deposit Escrow Agreement" means the Deposit Escrow Agreement among Buyer, Sellers and the Escrow Agent, substantially in the form of Exhibit A.

"Employee" means any person employed by Sellers.

"Employee Plan" means any pension, retirement, profit- sharing, deferred compensation, vacation, severance, bonus, incentive, medical, vision, dental, disability, life insurance or any other employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) to which Sellers or any of its ERISA Affiliates contributes or has any obligation to contribute or to which Sellers or any of its ERISA Affiliates sponsors, maintains or otherwise has liability.

"Encumbrance" means any mortgage, lien, security interest, security agreement, conditional sale or other title retention agreement, pledge, option, charge, assessment, restriction, encumbrance, adverse interest, adverse claim, voting agreement, restriction on transfer or any exception to or defect in title.

"Enstar" means Enstar Communications Corporation, a Georgia corporation.

"Environmental Claim" means a written claim or charge of a violation of or noncompliance with any Environmental Law.

"Environmental Laws" means any and all federal, state or local laws, statutes, rules, regulations, ordinances, orders, decrees and other binding obligations: (i) related to releases or threatened releases of any Hazardous Substance to soil, surface water, groundwater, air or any other environmental media; (ii) governing the use, treatment, storage, disposal, transport or handling of Hazardous Substances; or (iii) related to the protection of the environment and human health. Such Environmental Laws shall include, but are not limited to, RCRA, CERCLA, EPCRA, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Endangered Species Act and any other federal, state or local laws, statutes, ordinances, rules, orders, permit conditions, licenses or any terms or provisions thereof related to clauses (i), (ii) or (iii) above.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder, as in effect from time to time.

"ERISA Affiliate" means, with respect to Sellers, (i) any corporation which at, or at any time before, the Closing Date is or was a member of the same controlled group of corporations (within the meaning of Section 414(b) of the IRC) as Sellers; (ii) any partnership, trade or business (whether or not incorporated) which, at or any time before, the Closing Date is or was under common control (within the meaning of Section 414(c) of the IRC) with Sellers; (iii) any entity, which at, or at any time before, the Closing Date is or was a member of the same affiliated service group (within the meaning of Section 414(m) of the IRC) as Sellers, any corporation described in clause (i) or any partnership, trade or business described in clause (ii); and (iv) any entity which at any time before the Closing Date is or was required to be aggregated with Sellers under Section 414(o) of the IRC.

"Escrow Agent" means U.S. Bank National Association, or any other bank reasonably acceptable to Sellers and Buyer.

"Expanded Basic Service" means the tier of cable television service offered separately from Basic Cable Service and for a charge in addition to that charged for Basic Cable Service, and that can only be purchased by subscribers that also receive Basic Cable Service, but not including any a la carte programming tier or other programming offered on a per channel or per program basis.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"Franchise" means all franchise agreements and similar governing agreements, instruments and resolutions and franchise-related statutes and ordinances or acknowledgement of a Governmental Authority that are necessary or required in order to operate a Seller's Systems and to provide cable television services in a Seller's Systems.

"Franchise Area" means, with respect to any Franchise, the geographic area in which a Seller is authorized to operate the Seller's Systems pursuant to such Franchise.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"General Partners" means (i) the general partners of Enstar Cable of Cumberland Valley, those general partners being Enstar Income Growth Program 5A, L.P. and Enstar Income Growth Program 5B, L.P., each a Georgia limited partnership, and (ii) the general partners of Enstar IV/PBD Systems Ventures, those general partners being Enstar Income Program IV-1, L.P. and Enstar Income Program IV-2, L.P., each a Georgia limited partnership.

"Governmental Authority" means (i) the United States of America or (ii) any state of the United States of America and any political subdivision thereof, including counties, municipalities and the like.

"Governmental Authorizations" means, collectively, all Franchises and other authorizations, agreements, Licenses and permits for and with respect to the construction and operation of a Seller's Systems obtained from any Governmental Authority.

"Hazardous Substance" means any substance, hazardous material or other substance or compound regulated under Environmental Laws, including, without limitation, petroleum or any refined product or fraction or derivative thereof.

"Indemnity Escrow Agreement" means the Indemnity Escrow Agreement among Buyer, Sellers and the Escrow Agent, substantially in the form of Exhibit B.

"Indemnity Fund" means the aggregate amount of $500,000 being deposited by Buyer with the Escrow Agent pursuant to the Indemnity Escrow Agreement in accordance with Section 9.6 to be allocated among the Sellers as set forth on Schedule 3.1, and the terms of the Indemnity Escrow Agreement, to provide funds for the payment of any indemnification to which any Buyer Indemnitee shall be entitled under Section 9 hereof.

"Knowledge of Seller" or "Seller's Knowledge" means with respect to a Seller, the actual knowledge of the general manager of the Seller's Systems or the officer executing this Agreement or both.

"Leases" means the Personal Property Leases and the Real Property Leases.

"Legal Requirement" means any statute, ordinance, code, law, rule, regulation, permit or permit condition, administrative or judicial decree, order or other requirement, standard or procedure enacted, adopted or applied by any Governmental Authority, including judicial decisions applying common law or interpreting any other Legal Requirement.

"License" means any license, permit or other authorization (other than a Franchise) issued by a Governmental Authority, including, but not limited to, the FCC, used in the operation of the Systems (including but not limited to TV translator station licenses, microwave licenses (including but not limited to Cable Television Relay Services "CARS") and TVRO earth station registrations).

"Limited Partners" means (a) the limited partners of the Sellers that are limited partnerships and (b) the limited partners of the General Partners.

"Limited Partner Consents" means the written consents of the Limited Partners that are necessary for the consummation of the transactions contemplated by this Agreement by each of the Sellers in accordance with the terms hereof, which shall be in form and substance satisfactory to Sellers.

"Material Adverse Effect" means a material adverse effect on any of the business, financial condition, results of operations, assets or liabilities of a Seller or a Seller's Systems.

"Material Consents" means the Required Consents designated as Material Consents in Schedule 4.3.

"Multiemployer Plan" means a plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, to which Sellers or any trade or business that would be considered a single employer with Sellers under Section 4001(b)(1) of ERISA contributed, contributes or is required to contribute.

"Net Liabilities" means the amount by which, as of the closing date, the Sellers' total liabilities with respect to the Systems are in excess of (in which case the purchase price will be decreased), or less than (in which case the purchase price will be increased), the Sellers' current assets with respect to the Systems including accounts receivable but excluding supplies and inventory.

"Outside Closing Date" means June 30, 2003.

"Partner Consents" means, collectively, the Limited Partner Consents, the written consents of the General Partners and the written consent of Xxxxxx X. Xxxxx to the extent such are necessary for the consummation of the transactions contemplated by this Agreement by each of the Sellers in accordance with the terms hereof, which shall be in form and substance satisfactory to Sellers.

"Past Practices" means the practices used since November 12, 1999, in the Systems and in any cable Systems directly or indirectly controlled by Enstar that is of comparable size to the Systems and is located in a geographic area comparable to that in which the Systems is located.

"Permitted Encumbrances" means the following: (i) statutory landlord's liens and liens for current taxes, assessments and governmental charges not yet due and payable (or being contested in good faith); (ii) zoning laws and ordinances and similar Legal Requirements; (iii) rights reserved to any Governmental Authority to regulate the affected property; (iv) as to interests in Real Property, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title that are reflected in the public records and that do not individually or in the aggregate materially interfere with the right or ability to own, use, lease or operate the Real Property as presently utilized.

"Person" means any natural person, corporation, partnership, trust, unincorporated organization, association, limited liability company, Governmental Authority or other entity.

"Primary Systems" means the cable television Systems owned and operated by Sellers in and around the communities of Xxxxxx, KY, Brownsville, Covington, Bolivar, Bradford, Xxxx and Ripley, TN, and Dexter and Malden, MO.

"Public Partnerships" means Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar Income Program IV-1, L.P. and Enstar Income Program IV-2, L.P. Enstar Income/Growth Program 5A, L.P. and Enstar Income/Growth Program 5B, L.P.

"Real Property" means all of the fee and leasehold estates and, to the extent of the interest, title, and rights of Sellers therein, the following: buildings and other improvements thereon, easements, licenses, rights to access, rights-of-way and other real property interests that are owned or held by Sellers and used or held for use in the business or operations of the Systems, plus such additions thereto and less such deletions therefrom arising between the date hereof and the Closing Date in accordance with this Agreement.

"Related Agreements" means all written agreements, instruments, affidavits, certificates and other documents, other than this Agreement, that are executed and delivered by Buyer or Sellers pursuant to this Agreement or in connection with Buyer's purchase of the Assets or any other transactions contemplated by this Agreement, regardless of whether such agreements, instruments, affidavits, certificates and other documents are expressly referred to in this Agreement.

"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any Real Property (owned, leased or used by easement), including the movement of contaminants through or in the air, soil, surface water or groundwater above, in or below any parcel of Real Property.

"Remedial Action" means any and all actions required to (i) clean up, remove, treat or in any other way address contaminants in the indoor or outdoor environment, (ii) prevent the Release or threat of Release or minimize the further Release of contaminants so they do not migrate or endanger public health or welfare of the indoor or outdoor environment or (iii) perform pre-remedial studies and investigations and post-remedial monitoring and care.

"Required Consents" means any consent of any Governmental Authority or other Person under any License, Franchise, Agreement or other instrument which is necessary as a condition to the transfer or assignment of any such License, Franchise, Agreement or other instrument or as a condition to the consummation of the transaction contemplated by this Agreement and the Related Agreements.

"SEC" means the United States Securities and Exchange Commission.

"Seller's Assets" means the Assets to be sold to Buyer hereunder by a particular Seller.

"Seller's Systems" means the cable television systems owned and operated by a particular Seller.

"Subscriber" means an active customer of one of the Systems who subscribes for Basic Cable Service in a single household (excluding "second connections", as such term is commonly understood in the cable television industry, and any account duplication), commercial establishment or in a multi- unit dwelling (including motels and hotels), and has paid the applicable full non-discounted rate for at least one month's Basic Cable Service (including deposit and installation charges of not less than $19.95) or in the event that an installation charge was not collected, two months of the applicable full non- discounted rate for Basic Cable Service; provided, however, that the number of customers in a multi-unit dwelling or commercial establishment that obtains service on a "bulk-rate" basis shall be determined on a Systems-by-Systems basis by dividing the gross bulk-rate revenue for Basic Cable Service and Expanded Basic Service (but not revenues from tier or premium services, installation or converter rental) attributable to such multi-unit dwelling or commercial establishment in each Systems by the basic subscription rate for individual households within such Systems for the highest level of Basic Cable Service and Expanded Basic Service offered by such Systems. For purposes of this definition, an "active customer" shall mean any customer whose account does not have an outstanding balance more than 60 days past due (with an account being past due one day after the first day of the period to which the applicable billing relates), does not have a disconnect pending, has not had service terminated, has not been obtained by offers made, promotions conducted or discounts given during the 120 days immediately preceding the Closing or otherwise outside the ordinary course of business, or does not come within the definition of "Subscriber" because such account (or any part thereof) has been compromised or written off other than in the ordinary course of business consistent with past practice.

"Systems" means the cable television systems owned and operated by Sellers in and around the communities of Xxxxxx, KY, Brownsville, Covington, Bolivar, Bradford, Xxxx and Ripley, TN, Dexter, Malden, and Pomme de Terre, MO, Ashdown, AR, Snow Hill, NC and Pageland and Chesterfield, SC. Each individual cable television system shall be referred to herein as a "System."

"Taxes" or "Tax" means and includes, without limitation, all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, withholding and other taxes, assessments, levies, fees, duties, tariffs and other charges of any kind imposed upon Sellers or any of the Assets, as applicable, by federal, foreign, state or local law, together with any interest and any penalties, or additions to tax and additional amounts, validly imposed with respect to such taxes.

"Voting Period" means the period during which the Limited Partners are entitled to vote to approve or disapprove the transactions contemplated by this Agreement (including any valid extensions of such period).

2. Sale of Assets; Assumption of Certain Liabilities

2.1 Sales of Assets.

1. Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties herein set forth, on the Closing Date, each Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from each Seller, all right, title and interest of such Seller in the Assets (as defined herein), free and clear of all Encumbrances other than Permitted Encumbrances. The "Assets" shall mean all of the assets (tangible and intangible, real and personal), owned, leased or held by each Seller that relate directly or indirectly to and are used or usable in connection with the operation of the Systems; provided, that the Assets shall not include any of the "Excluded Assets," as defined in Section 2.1(b). The Assets shall include, without limitation, the following:
1. all of Sellers' rights under the Agreements, Franchises, Licenses and Governmental Authorizations and any other instruments relating to operation of the Systems, and all intangibles relating to operation of the Systems, including, but not limited to, all claims and goodwill, if any, with respect to the operation of the Systems;
2. all tangible personalty, electronic devices, trunk and distribution cable, amplifiers, power supplies, conduit, vaults and pedestals, grounding and pole hardware, subscriber devices (including, without limitation, converters, traps, decoders, switches, and fittings), "headend" (origination, signal processing and transmission) equipment, facilities, vehicles, inventories, supplies and other personal property owned by Sellers and used in the operation of the Systems.
3. all realty, towers, fixtures, leasehold and other interests in Real Property;
4. all accounts receivable of Sellers relating to its operation of the Systems; and
5. all business, operational, maintenance, tax and financial (relating primarily to the Systems or the Assets) and engineering records, files, data, drawings, blueprints, schematics and maps, if any, of the Systems and reports and records concerning suppliers, customers, subscribers and others customarily maintained in the management and operation of the Systems.
2. Notwithstanding the foregoing, the Assets shall not include, and Buyer shall not acquire any interest in or to, any of the following (the "Excluded Assets"):
1. programming and retransmission consent agreements of Sellers other than those listed on Schedule 2.1(b)(i);
2. insurance policies of Sellers and rights and claims thereunder;
3. bonds, letters of credit, surety instruments and other similar items and any stocks, bonds, certificates of deposit and similar investments of Sellers;
4. cash and cash equivalents of Sellers;
5. Sellers' copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, subject to Section 6.8;
6. Sellers' minute books and other books and records related to internal matters and financial relationships with Sellers' lenders and affiliates;
7. all Employee Plans, Multiemployer Plans and Compensation Arrangements;
8. the assets and properties set forth in Schedule 2.1(b)(viii);
9. software licenses, including master software licenses maintained by affiliates of Sellers other than for operating Systems software;
10. agreements for management services, consulting services and other agreements with affiliate companies; and

xi.master advertising sales agreements which cover the Systems or ad insertion or other equipment at the headend owned by third parties.

2.2 Assumed Liabilities. Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties herein set forth on the Closing Date, Buyer agrees to pay, discharge and perform the following to the extent related to the Assets received by Buyer (the "Assumed Liabilities"):

1. liabilities and obligations under any Agreements, Governmental Authorizations, Licenses and other instruments included within the Assets and accruing and relating to the period from and after the Closing Date;
2. liabilities and obligations of Sellers to the extent there is a reduction in the Purchase Price pursuant to Section 3.3(a) with respect thereto; and
3. liabilities and obligations arising out of Buyer's ownership or operation of the Systems from and after the Closing Date, except to the extent that any such liability or obligation relates to any of the Excluded Assets.

All other obligations and liabilities of Sellers, including (a) obligations with respect to the Excluded Assets, (b) any obligations under the Agreements assumed by Buyer relating to the time period prior to or on the Closing Date and (c) any claims or pending litigation or proceedings relating to the operation of the Systems prior to or on the Closing Date shall remain the obligations and liabilities of Sellers.

3. Closing.

3.1 Purchase Price. The aggregate purchase price payable for the Assets shall be Fifteen Million Two Hundred Ninety One Thousand Two Hundred and Nine Dollars ($15,291,209), as adjusted at the Closing pursuant to Section 3.3(a) (the Purchase Price"), and as further adjusted post-Closing pursuant to Section 3.3(b) (as so adjusted, the "Adjusted Purchase Price"). The Purchase Price shall be allocated among the Primary Systems and Contingent Systems as set forth in Schedule 3.1.

3.2 Manner and Time of Closing and Payment.

(a) The closing of the transactions contemplated herein (the "Closing") shall take place at 9:00 a.m. at the offices of Charter Communications, 00000 Xxxxxxxxxxx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 on the last Business Day of the calendar month after the satisfaction or waiver of all conditions set forth in Sections 7.3, 7.6, 7.7, 8.3, and 8.5 hereof, but, subject to Section 9.1 hereof, no later than the Outside Closing Date (such date on which the Closing actually occurs, the "Closing Date") or via fax, phone and overnight as the parties may mutually agree. At Closing, (a) Buyer shall deliver to Sellers the Purchase Price (as adjusted pursuant to Section 3.3(a)), less (i) the amount of the Deposit Amount and all interest and other earnings accrued thereon and (ii) the amount of the Indemnity Fund, in immediately available funds by wire, inter-bank or intra-bank transfer, in accordance with Sellers' written instructions, to be delivered to Buyer at least three (3) Business Days prior to Closing; (b) Buyer and Sellers shall cause the Escrow Agent to deliver to Sellers the Deposit Amount and all interest and other earnings accrued thereon, in accordance with the terms of the Deposit Escrow Agreement, which amount shall be credited against the Purchase Price; and (c) Buyer shall deliver the Indemnity Fund to the Escrow Agent, in accordance with the terms of the Indemnity Escrow Agreement and the Escrow Agent's instructions.

(b) In the event that the conditions set forth in Sections 7.3, 7.6, 7.3, 8.3 and 8.5 hereof, but subject to Section 9.1, have been satisfied or waived with respect to the Primary Systems, the Closing shall take place on the last Business Day of the calendar month after such satisfaction or waiver. In addition, in those Contingent Systems for which such conditions have not been satisfied or waived at the Closing a later closing shall, occur as such conditions are satisfied or waived with respect to those Contingent Systems (a "Partial Closing"). Any such Partial Closing will occur within six months of the Closing of the Primary Systems or Buyer shall have no requirement to complete those Partial Closings. In addition, the Pageland, SC and Chesterfield, SC systems must close simultaneously. For purposes of this Agreement, the term "Closing" shall include Partial Closings. At a Partial Closing (a) Buyer shall deliver to Sellers the Purchase Price, as adjusted in accordance with Section 3.3, with respect to the Systems subject to such Partial Closing, on a pro rata basis as set forth on Schedule 3.1; (b) the Escrow Agent shall deliver to Sellers the Deposit Amount with respect to the Systems subject to such Partial Closing on a pro rata basis as set forth on Schedule 3.1; and (c) the Buyer shall deliver the Indemnity Fund to the Escrow Agent at a Partial Closing with respect to the Systems subject to such Partial Closing on a pro rata basis as set forth on Schedule 3.1. The terms of this Agreement shall apply only to the Systems and Sellers subject to such Partial Closing. Nothing contained in this Section 3.2 shall be construed as a waiver of any of the conditions contained in Section 7 or 8 of this Agreement.

3.3 Adjustment of Purchase Price.

1. The Purchase Price shall be subject to adjustment, as of 11:59 p.m. (St. Louis, central time) on the Closing Date, to, among other things, reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the Systems for any period prior to such time on the Closing Date are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that Buyer does not assume) attributable to the operation of the Systems from and after such time on the Closing Date are for the account of Buyer. All such adjustments shall be allocated to the particular System and Seller to which they relate. The adjustments to be made to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following:
1. an increase or decrease, as of the date of Closing, in that portion of the Purchase Price relating to a Seller by the amount such Seller's total liabilities with respect to a System are in excess of (in which the case the Purchase Price will be decreased), or less than (in which case the purchase price will be increased), the Seller's current asset with respect to a System, including the accounts receivable but excluding supplies and inventory;
2. an increase in the Purchase Price by an amount equal to all prepaid items relating to the ownership or operation of the Seller's Assets or the Seller's Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between a Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; and
3. a decrease in the Purchase Price by an amount equal to the sum of:
1. the amount of all subscriber prepayments, credit balances and deposits held by a Seller as of the Closing Date with respect to the Seller's Systems;
2. all accrued and unpaid expenses relating to the ownership or operation of the Seller's Assets and the Seller's Systems, including accrued and unpaid real and personal property taxes, franchise fees (which accrued and unpaid expenses shall be prorated between a Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(iii)(A) above);

C. if the number of equivalent basic subscribers, of which none shall be more than two billing periods past due in payment for services, on the closing date is less than that number set forth in Schedule 1 for each Seller then the Purchase Price shall be reduced by an amount equal to that set forth on Schedule 1multiplied by the difference between the minimum number set forth and the number of equivalent basic subscribers; for purposes of payment to Sellers at Closing, any reductions to the Purchase Price pursuant to this subsection shall be allocated among the Sellers in accordance with the minimum subscriber numbers set forth on Schedule 3.1.

Sellers shall deliver to Buyer, not less than seven (7) Business Days prior to the Closing Date, a certificate signed by Sellers (the "Pre-Closing Certificate"), which shall specify Sellers' good faith estimate of the adjustments to the Purchase Price required under this Section 3.3(a) above, calculated as of the Closing Date and prepared consistent with GAAP. The Pre-Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer shall have the right to challenge the content of the Pre-Closing Certificate within four (4) Business Days following delivery if Buyer believes, in good faith, that it is in error. Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date. Any disputed amounts not resolved prior to closing will be included as a Post Closing Adjustment to be resolved in accordance with the procedures documented in the following paragraph.

2. Within 60 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with such documentation as may be necessary to support Buyer's determination thereof; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within thirty (30) days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any proposed adjustments within the thirty (30)-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such thirty (30)-day period. If Buyer and Sellers cannot resolve any dispute within thirty (30) days after Buyer's receipt of Sellers' written objection, Buyer and Sellers, shall, within the ten (10) days following expiration of such thirty (30)-day period, appoint an independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers (allocated on a pro rata basis among the Sellers). Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review.
3. If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(b), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor shall pay such amount to the other party hereto within three (3) Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, the amount due such other party with respect to any item that is not in dispute within three (3) Business Days of the date on which a dispute no longer exists, in immediately available funds to an account or accounts specified in writing by the obligee. Sellers acknowledge and agree that any amount determined to be payable to Buyer pursuant to Section 3.3(b) shall be paid by Sellers and shall not be limited by nor disbursed from the Indemnity Fund.

(d) With respect to a Partial Closing, the adjustments to the Purchase Price made pursuant to this Section 3.3 shall be made on a pro rata basis with respect to that portion of the Purchase Price relating to the Systems subject to such Partial Closing.

3.4 Instrument of Assignment and Assumption. At the Closing, Buyer and Sellers will execute and deliver a Xxxx of Sale and Assignment and Assumption Agreement, in the form of Exhibit C (the "Xxxx of Sale and Assignment and Assumption Agreement")

3.5 Deposit Escrow Agreement. Concurrent with the execution hereof Buyer and Sellers shall execute and deliver the Deposit Escrow Agreement in the form of Exhibit A, and Buyer shall deposit the Deposit Amount with the Escrow Agent in accordance with the terms thereof.

3.6 Purchase Price Allocation. Buyer and Sellers will use good faith efforts to agree on the allocation of the Purchase Price payable to Sellers among the Assets. As soon as practicable following the date hereof, Buyer shall deliver to Sellers a proposed allocation. Buyer and Sellers shall file the form required to be filed under Section 1060 of the IRC consistent with such agreed upon allocation. 4. Representations and Warranties of Sellers.

Each Seller severally, and not jointly, hereby represents and warrants to Buyer that the following statements are true and correct.

4.1 Organization, Qualification and Power.

1. Seller is a limited partnership or general partnership, as indicated in the preamble paragraph to this Agreement, duly organized, validly existing and in good standing under the laws of the sate of such entity's formation as indicated in the preamble paragraph to this Agreement, with full power and authority to own, lease or license its properties and assets and to carry on the business in which it is engaged in the manner in which such business is now carried on.
2. Each Seller that is a general partnership represents that its General Partners are limited partnerships duly organized, validly existing and in good standing under the laws of the State of Georgia, with full power and authority to carry on the business in which it is engaged in the manner in which such business is now carried on. Enstar IV/PBD Systems Venture represents that Enstar Income Program IV-1, L.P. and Enstar Income Program IV-2, L.P. are equal general partners. Cable of Cumberland Valley represents that Enstar Income/Growth Program 5A, L.P. and Enstar Income/Growth Program 5B, L.P. are equal general partners.
3. Enstar is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Georgia, with full power and authority to carry on the business in which it is engaged in the manner in which such business is now carried on. Enstar is the sole general partner of each of, Enstar Income Program 1984-1, L.P., Enstar VII, L.P., Enstar VIII, L.P., Enstar X, L.P., Enstar XI, L.P. Enstar and Xxxxxx X. Xxxxx are equal general partners of Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar Income Program IV- 1, L.P., Enstar Income Program IV-2, L.P., Enstar Income/Growth Program 5A, L.P. and Enstar Income/Growth Program 5B, L.P.

4.2 Capacity; Due Authorization; Enforceability. Subject to obtaining the Partner Consents relating to such Seller, all requisite partnership action required to be taken by Seller for the execution, delivery and performance by Seller of this Agreement and all Related Agreements to which it is a party have been duly taken. Seller has the full legal capacity and legal right, power and authority to enter into this Agreement and any of the Related Agreements to which Seller is a party and to consummate the transactions contemplated hereby and thereby. Subject to obtaining the Partner Consents relating to such Seller, this Agreement has been duly executed and delivered by Seller,and this Agreement and each of the Related Agreements to which Seller is a party, upon execution and delivery, will be a legal, valid and binding obligation of Seller, enforceable in accordance with their respective terms, except in each case to the extent that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application affecting the rights and remedies of creditors or secured parties, and that the availability of equitable remedies including specific performance and injunctive relief may be subject to equitable defenses and the discretion of the court before which any proceeding therefor may be brought.

4.3 Absence of Conflicting Agreements.

1. The execution and delivery of this Agreement and the Related Agreements to which Seller is a party and the consummation of the transactions contemplated hereby and thereby provided that all of the Required Consents and the Partner Consents are obtained will not (a) violate Seller's partnership agreements; or (b) except as would not result in a Material Adverse Effect, violate any Legal Requirement applicable to Seller, the Seller's Assets or the Seller's Systems; (c) except as would not result in a Material Adverse Effect, conflict with or result in any breach of or default under any contract, note, mortgage or agreement to which Seller is a party or by which Seller is bound.
2. Except for the Required Consents relating to Seller listed in Schedule 4.3, and the Partner Consents relating to such Seller, no approval, consent, authorization or act of or any declaration, filing, application, registration or other action with any Person or any foreign, federal, state or local court or Governmental Authority is necessary for the consummation of the transactions contemplated in this Agreement and the Related Agreements in accordance with the terms hereof and thereof.

4.4 Financial Statements; Absence of Undisclosed Liabilities; Accounts Receivable. Seller has delivered to Buyer true and correct copies of the financial statements identified in Schedule 4.4 relating to such Seller (collectively, the "Financial Statements"). The Financial Statements are inaccordance with the books and records of Seller and have been prepared in accordance with GAAP and were audited at year end by Sellers certified public accountants. In addition, Sellers will provide updated financials including the 2002 audited financials for the Public Partnerships, (excluding Enstar Cable of Cumberland Valley) as they become available.

4.5 Absence of Certain Changes. Since November 12, 1999, Seller has operated the Seller's Systems in the ordinary course of business and has not:

1. made any sale, assignment, lease or other transfer of assets used or usable in connection with the Seller's Systems other than in the ordinary course of business (unless such assets were unnecessary or obsolete);
2. made or promised any material increase in the salary or other compensation payable or to become payable to any Employee of Seller other than in the ordinary course of business including year end bonus and annual increase or as contemplated under any employment arrangement currently in effect; or
3. experienced any occurrence or been involved in any transaction which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.6 Real Property; Leases.

1. Schedule 4.6(a) contains a list of the parcels of Real Property owned by Seller and used in the operation of the Seller's Systems which site shall be included in the Assets.
2. Schedule 4.6(b) contains a list of the leases under which Seller is lessee of any Real Property owned by any third party ("Real Property Leases"). Leases listed in Schedule 4.6(b) have been disclosed to Buyer.

(c) Schedule 4.6(c) contains a list of Real Property other than owned Real Property or Real Property Leases including, easements, licenses, rights to access, rights-of-way and other real property interests that are used, owned or held by Seller in the business or operations of the Seller's Systems.

4.7 Personal Property.

1. Seller owns and has good title to all of its tangible personal properties and intangible properties included within the Seller's Assets.
2. Schedule 4.7(b) contains a list, as of the date hereof, of each lease or other agreement or right, under which Seller is lessee of, or hold or operate, any machinery, equipment, vehicle or other tangible personal property owned by a third party ("Personal Property Leases") other than such Personal Property Lease involving, individually, payments less than $10,000 or that is terminable on sixty (60) days notice or less.

4.8 Governmental Authorizations. Identified in Schedule 4.8 are all of the Governmental Authorizations held by Seller and issued in connection with the Seller's Systems or the operation thereof or held by Seller or issued by any Governmental Authority with respect to the Seller's Systems authorizing Seller to install, construct, own or operate cable television systems within the jurisdiction of the issuing body or authority thereof. Copies of all the Governmental Authorizations listed in Schedule 4.8 have been delivered to Buyer. Except as set forth in Schedule 4.8, to Seller's Knowledge, a written request for renewal has been timely filed pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority with respect to any Franchise expiring within thirty (30) months after the date of this representation. Schedule 4.8 also sets forth Franchise Areas in which Seller operates without a written Franchise or Governmental Authorization.

4.9 Agreements.

1. Except as set forth in Schedule 4.9, as of the date as of this Agreement, with respect to the Seller's Assets or operation of the Seller's Systems, Seller is not a party to or bound by:
1. any contract for the purchase, sale or lease of real property or any option to purchase or sell real property;
2. any multiple dwelling unit agreements (covering one hundred (100) or more units), and written agreement with subscribers for cable television service or written hotel and motel agreement, except for such agreements as have been entered into in the ordinary course of business; or
3. any other contract, agreement, commitment, understanding or instrument, that is material to the Seller's Systems or the Seller's Assets, other than those instruments referred to in Sections 4.6(b), 4.7(b) and 4.10 and other than agreements and instruments involving payments, individually, of $10,000 or less or that are terminable on thirty (60) days notice or (collectively, with such other agreements described in clauses (a)(i) through (iii), and the Pole Attachment Agreements and other agreements and instruments referred to in Sections 4.6(b), 4.7(b) and 4.10, as well as such Agreements as are not required to be listed in any Schedule hereto, the "Agreements"). To Seller's Knowledge Seller has delivered to Buyer copies of all written Agreements that are identified in Schedule 4.9.

4.10 Pole Attachment Agreements; Related Agreements. Schedule 4.10 contains a list, as of the date hereof, of all contracts, agreements and understandings (other than the Governmental Authorizations listed in Schedule 4.8 and the Agreements described in Section 4.9) with respect to the Seller's Assets or Seller's Systems to which Seller is a party or by which it is bound relating to: (i) the use of any public utility facilities including, without limitation, all pole line, joint pole or master contracts for pole attachment rights and the use of conduits (herein called "Pole Attachment Agreements"), (ii) the use of any microwave or satellite transmission facilities or (iii) the sale of cablecast time to third parties for advertising or other purposes. Except as set forth in Schedule 4.10A, to Seller's Knowledge, Seller has delivered to Buyer copies of all Pole Attachment Agreements and other agreements and instruments referred to in Schedule 4.10.

4.11 Retransmission Consent and Must-Carry; Rate Regulation; Copyright Compliance.

1. Set forth in Schedule 4.11 is a list of the stations within the Seller's Systems that have elected "must-carry" or retransmission consent status pursuant to the Cable Act. To Seller's Knowledge, each station carried by the Seller's Systems is carried pursuant to a retransmission consent agreement, "must-carry" election or other programming agreement.
2. Seller has filed with the Copyright Office all required statements of account with respect to the Seller's Systems that were required to have been filed since July 1, 1999 in accordance with the Copyright Act of 1976 and regulations promulgated pursuant thereto (collectively referred to herein as the "Copyright Act"), and Seller has paid all royalty fees payable with respect to the Seller's Systems since July 1, 1999. Seller has delivered to Buyer copies of all statements of account referred to in this Section 4.11(b).
3. Seller has not received any written notice that, and to Seller's Knowledge is there no reason to believe that, since November 12, 1999 it or the Seller's Systems: (i) are not or have not been in compliance in all material respects with the Communications Act and all applicable rules of the FCC, except for such non-compliance which would not be reasonably expected to have a Material Adverse Effect; or (ii) have not made all material filings required to be made by it with the FCC in connection with Seller's Systems or provided all material notices to customers of Seller's Systems required under the Communications Act and the FCC's rules and regulations, other than such filings and notices, the failure of which to be made or provided would not be reasonably expected to have a Material Adverse Effect. Schedule 4.11 sets forth the cable television service rates charged in Seller's Systems. Seller has not, since November 12, 1999, received any notice that any of such rates are not permitted rates under the rules and regulations of the FCC. Schedule 4.11 also sets forth a list, as of the date hereof, of all pending rate complaints on file at the FCC with respect to Seller's Systems.

4.12 Litigation. Except as set forth in Schedule 4.12, there is no claim, legal action, arbitration or other legal, governmental, administrative or tax proceeding or any order, complaint, decree or judgment pending, or to Seller's Knowledge threatened or relating to the Seller's Systems other than (i) FCC and other proceedings generally affecting the cable television industry and not specific to Seller; and (ii) routine collection actions with respect to the payment by subscribers for services rendered by Seller and other proceedings and actions arising in the ordinary course of business that are covered by Seller's insurance policies.

4.13 Compliance with Laws. Except as may be disclosed pursuant to Section 4.8, Section 4.11, Section 4.12 or Section 4.16, Seller has not, since November 12, 1999, received any notice of any claim by any Governmental Authority, and Seller has no knowledge that the Seller's Systems have not been or are not in non- compliance with any Legal Requirement applicable to the Seller's Systems or the Seller's Assets.

4.14Employee Benefit Plans

1. All Employee Plans and Compensation Arrangements providing benefits to Employees or Employees of the Seller's Systems whose employment terminated since November 12, 1999 ("Systems Plans") are listed in Schedule 4.14(a). Except as disclosed in Schedule 4.14(a), there are no new Employee Plan or Compensation Arrangement or any amendment to an existing Employee Plan or Compensation Arrangement that will affect the benefits of Employees or former Employees of the Seller's Systems and that is to become effective after the date of this Agreement.
2. Each Employee Plan and Compensation Arrangement has been established, maintained, operated and administered in accordance with its own terms and, where applicable, ERISA, the IRC, and any other applicable Legal Requirement.
3. To Seller's Knowledge no lien has arisen under Section 412 of the IRC or Section 302 of ERISA in favor of any Systems Plan.

4.15 Labor Relations; Employees.

1. Seller is not a party to any collective bargaining agreement or other contract with any labor organization regarding any of the Employees of the Seller's Systems; Seller has not recognized any union or other collective bargaining representative of any group of Employees of the Seller's Systems; and no union or other collective bargaining representative has been certified as representing any of the Employees of the Seller's Systems.
2. There currently is no (i) unfair labor practice charge or complaint against Seller involving any Employee of the Seller's Systems pending before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) grievance or other claim involving any Employee of the Seller's Systems pending before any Governmental Authority against Seller, or (iii) arbitration proceeding arising out of or under any collective bargaining agreement pending before any Governmental Authority against Seller involving any Employee of the Seller's Systems;

Except with respect to ongoing disputes of a routine nature or involving immaterial amounts, Seller has paid in full to all of their Employees providing services to the Seller's Systems all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Employees.

4.16 Environmental Matters. Except as set forth in Schedule 4.16, and except for any such noncompliance of an insubstantial nature that has been remedied as required by applicable Environmental Laws: (a) Seller's operations and the Assets with respect to the Seller's Systems have complied and comply in all material respects with all applicable Environmental Laws; (b) Seller Nhas not used the Real Property for the manufacture, transportation, treatment, storage or disposal of Hazardous Substances except for gasoline and diesel fuel and such use of Hazardous Substances (in cleaning fluids, solvents and other similar substances) customary in the construction, maintenance and operation of cable television systems and in amounts or under circumstances that would not reasonably be expected to give rise to material liability forRemedial Action, and Except as set forth in Schedule 4.16, to Seller's Knowledge, no underground storage tank is located under any of the Real Property, and to Seller's Knowledge, none of the Real Property has been used as a gasoline service station or any other facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes. Seller has delivered to Buyer any existing assessments, studies, reports and surveys relating to the environmental condition of the Real Property, including but not limited to the presence or alleged presence of Hazardous Substances at or on the Real Property, that are in the possession or under the control of Seller.

4.17 Bonds; Letters of Credit. Schedule 4.17 sets forth a list of all franchise, construction, fidelity, performance and other bonds, guaranties in lieu of bonds and letters of credit posted by Seller in connection with its operation of the Seller's Systems.

4.18 Information on the Systems and Subscribers.

1. Schedule 4.18 sets forth a materially accurate statement to Seller's Knowledge, as of the date(s) set forth in said Schedule, of the following information with respect to the Seller's Systems: (i) the total number of Subscribers served at each level of basic and premium; (ii) the bandwidth capacity specified in MHz; (iii) the channel line-up and rate card and (iv) the plant miles.

4.19 Broker; Brokers' Fees. Except for Xxxxxxx & Associates, Inc., which has been retained by and whose fee shall be paid by Seller, neither Seller nor any Person acting on its behalf has dealt with any broker or finder in connection with the transactions contemplated by this Agreement or incurred any liability for any finders' or brokers' fees or commissions in connection with the transactions contemplated by this Agreement. Seller agrees to indemnify and hold harmless Buyer against any fee, commission, loss or expense arising out of any claim by any other broker or finder employed or alleged to have been employed by Seller.

5. Representations and Warranties of Buyer.

Buyer represents and warrants to Sellers that the following statements are true and correct:

5.1 Organization, Qualification and Power. Buyer is a limited liability company, duly organized, validly existing and in good standing in the State of Missouri, with all requisite power and authority to operate the Systems as they are now being operated and to execute and deliver this Agreement and carry out the transactions contemplated hereby. On the Closing Date, Buyer will be qualified to do business in all jurisdictions where the ownership and operation of the Assets and Systems requires such qualification.

5.2 Capacity; Due Authorization; Enforceability. All requisite limited liability company action required to be taken by Buyer for the execution, delivery and performance by Buyer of this Agreement and all Related Agreements to which Buyer is a party have been duly performed. Buyer has the full legal capacity and legal right, power and authority to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer and is, and this Agreement and each of the Related Agreements to which Buyer is a party, upon execution and delivery, will be, a legal, valid and binding obligation of Buyer, enforceable in accordance with its respective terms, except in each case to the extent that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application affecting the rights and remedies of creditors or secured parties, and that the availability of equitable remedies including specific performance and injunctive relief may be subject to equitable defenses and the discretion of the court before which any proceeding therefor may be brought.

5.3 Absence of Conflicting Agreements. The execution and delivery of this Agreement and the Related Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby (provided all of the Required Consents are obtained) will not (a) violate Buyer's articles of organization; (b) violate any Legal Requirement applicable to Buyer, the Assets on the Systems, or (c) conflict with or result in a breach of or default under any contract, note, mortgage or agreement to which Buyer is a party or by which Buyer is bound.

5.4 Litigation. There is no claim, legal action, arbitration or other legal, governmental, administrative or tax proceeding, or any order, complaint, decree or judgment pending, or, to Buyer's knowledge, threatened, that would prevent, limit, delay or otherwise interfere with Buyer's or Sellers' ability to consummate the transactions contemplated by this Agreement in accordance with the terms hereof.

5.5 Financial Capability. Buyer has the financial capability, including to obtain financing, necessary to consummate the transactions contemplated in this Agreement, in accordance with the terms hereof, including payment of the Purchase Price.

5.6 Brokers. Neither Buyer nor any Person acting on its behalf has dealt with any broker or finder in connection with the transactions contemplated by this Agreement or incurred any liability for any finders' or brokers' fees or commissions in connection with the transactions contemplated by this Agreement.

6. Covenants of Sellers and Buyer.

6.1 Continuity and Maintenance of Operations. From the date of this Agreement until the Closing Sellers (i) will operate their business in the ordinary course and carry on their business as currently conducted; (ii) will not purchase sell or dispose of any material assets nor incur any material liabilities; (iii) will not increase the compensation of any employee other than in the ordinary course (except as may be required by a collective bargaining agreement of which there are none affecting the Systems at the date of execution of this Agreement) (iv) will not offer promotional sales of video services without the consent of Buyer which shall not be unreasonably withheld (v) will not enter into any material agreement with any Franchise Authority without the consent of Buyer, which shall not be unreasonably withheld; and (vi) will maintain compliance with all state and federal requirements and filings. Risk of loss due to acts of God or other casualty between the date of this Agreement until the Closing shall be borne by Sellers.

6.2 Access to Sellers; Confidentiality.

1. Upon reasonable advance notice, Sellers shall afford to Buyer or authorized representatives of Buyer reasonable access during normal business hours to the Systems offices and properties and the operation thereof.
2. Until Closing Buyer (i) shall use reasonable efforts to, and to cause its representatives and the employees, representatives and agents of Buyer's equity and financing sources to hold in strict confidence all information furnished to any of them by Sellers in connection with the transactions contemplated by this Agreement that is not otherwise available to the public (the "Confidential Information"), and (ii) shall not, without the prior written consent of Sellers, release or disclose any Confidential Information to any other person, except (A) to the extent required by applicable law, (B) as necessary in connection with filings, approvals and rulings to be obtained from any governmental agency, including, but not limited to, the Federal Trade Commission ("FTC"), the Antitrust Division of the Department of Justice ("DOJ"), the SEC and the Internal Revenue Service (it being understood that any such filing may include the filing of a copy of this Agreement), (C) to Buyer's equity and financing sources and its representatives who are informed by Buyer of the confidential nature of the Confidential Information, (D) as necessary to obtain consents to the transfer of any Franchise or otherwise necessary for the consummation of the transactions contemplated by this Agreement, and (E) as otherwise permitted by the remainder of this Section. In the event Buyer or any person to whom Buyer transmits Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, Buyer shall provide Sellers with prompt notice so that Sellers may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section, or both. In the event that such protective order or other remedy is not obtained, or that Sellers waive compliance with the provisions of this Section, Buyer shall furnish only that portion of the Confidential Information which is legally required.

6.3 Notification. Each party shall promptly notify the other of any action, suit, proceeding or investigation that is instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality or propriety of any transaction contemplated by this Agreement.

6.4 No Public Announcement. Prior to the Closing Date, no party shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent required for Sellers to obtain the Partner Consents or any of the Required Consents, including but not limited to any filings with the SEC necessary in connection therewith.

6.5 Regulatory Filings. Buyer and Sellers acknowledge that this transaction is below the filing threshold of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and that no such filing is required.

6.6 Employees; Employee Benefits.

Subject to the following sentence, effective as of and contingent upon the Closing, Buyer shall make offers of employment to such Employees who render services to the Systems as Buyer shall determine, in its sole and absolute discretion (each Employee who accepts Buyer's offer of employment and who becomes an employee of Buyer effective as of the Closing hereinafter called a "Transferred Employee"). Not less than thirty (30) days prior to the Closing, Buyer shall notify Sellers in writing of the Employees to whom Buyer intends to offer employment, and Buyer shall make offers of employment to such Employees in accordance with the preceding sentence. Sellers shall retain liability for all obligations and liabilities owed to its Employees that relate to periods prior to the Closing Date.

6.7 Required Consents.

1. Following the execution hereof, until the Closing Date, each Seller shall use commercially reasonable efforts, and Buyer shall cooperate in good faith with each Seller, to obtain all Required Consents, including Required Consents under the Franchises, Licenses and Agreements. Each Seller and Buyer shall prepare and file, or cause to be prepared and filed, within fifteen (15) days after the date hereof (subject to extension for a period of up to an additional ten (10) days, if reasonably necessary for a party to complete its application), all applications (including FCC Forms 394 or other appropriate forms, to the extent such Seller determines they are necessary or appropriate) required to be filed with the FCC and any other Governmental Authority that are necessary for the assignment to Buyer, in connection with the consummation of the transactions contemplated by this Agreement, of the Governmental Authorizations. The parties shall also make appropriate requests, as soon as practicable after the date hereof, for any Required Consent required under any Agreement. Following the execution hereof, until the Closing Date, each Seller shall timely send all required renewal letters with respect to the franchises pursuant to Section 626(a) of the Cable Act with the proper Governmental Authority. Notwithstanding subsection (b)(i) hereof, and subject to subsection (b)(ii) hereof, nothing in this Section shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys' fees, filing fees or other normal costs of doing business) or the giving of any other consideration by Buyer or a Seller, provided that each Seller shall be liable for all obligations or liabilities under each Governmental Authorization or Agreement relating to such Seller during the period prior to the Closing Date.
2. Buyer agrees that if in connection with the process of obtaining any Required Consent, a Governmental Authority or other Person purports to require any condition or any change to a Franchise, License or Agreement to which such Required Consent relates that would be applicable to either Buyer or a Seller as a requirement for granting such Required Consent, which condition or change involves a monetary payment or commitment to such Governmental Authority or other Person, either Buyer or such Seller may elect, in its sole discretion, to satisfy such monetary payment or commitment, in which case, Buyer and such Seller will accept any condition or change in the License or Agreement to which such Required Consent relates to the extent provided herein.
1. Subject to the terms of subsection (i) above, each Seller shall not agree, without Buyer's prior written consent, which consent Buyer shall grant or withhold in its reasonably exercised discretion, to any adverse change) to the terms of any Governmental Authorization or Agreement as a condition to obtaining any Required Consent to the assignment of such Governmental Authorization or Agreement to Buyer. If in connection with the obtaining of any Required Consent, a Governmental Authority or other third party seeks to impose any condition or adverse change to any Governmental Authorization or Agreement to which such Required Consent relates that would be applicable to Buyer as a requirement for granting such Required Consent, such Seller shall promptly notify Buyer of such fact and such Sellers shall not agree to such condition or adverse change unless Buyer shall, in its reasonably exercised discretion, consent to such condition or change in writing.
3. Buyer shall promptly furnish to any Governmental Authority or other Person from which a Required Consent is requested such accurate and complete information regarding Buyer, including financial information relating to the cable and other media operations of Buyer, as a Governmental Authority or other Person may reasonably require in connection with obtaining any Required Consent.

6.8 Use of Transferor's Name. For a period of 180 days after the Closing Date, Buyer may continue (but only to the extent reasonably necessary) to operate the Systems using the name "Enstar" and all derivations and abbreviations of such name and related trade names and marks in use in the Systems on the Closing Date, such use to be in a manner consistent withthe way in which Sellers have used the marks. Within 180 days after the Closing Date, Buyer will discontinue using and will dispose of all items of stationery, business cards and literature bearing such name or marks. Notwithstanding the foregoing, Buyer will not be required to remove or discontinue using any such name or xxxx that is affixed to converters or other items in or to be used in customer homes or properties, or as are used in similar fashion making such removal or discontinuation impracticable for Buyer.

6.9 Delivery of Subscriber Information. Between the date of this Agreement and the Closing Date, promptly after the preparation thereof, Sellers shall deliver to Buyer true, correct and complete copies of (i) quarterly financial information, including a balance sheet and a statement of income and expenses (ii) quarterly statements of capital expenditures with respect to the Systems and (iii) subscriber counts for the Systems prepared by Sellers for their internal use.

6.10 Tax Matters. All transfer, documentary, sales, use, stamp, registration and other Taxes and fees (including any penalties and interest), excluding income taxes, incurred in connection with the transactions consummated pursuant to this Agreement with respect to the Assets conveyed by a Seller shall be shared equally by Buyer and such Seller. Buyer and each Seller will cooperate in all reasonable respects to prepare and file all necessary federal, state and local tax returns, tax information returns, reports and estimates and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.

6.11 Further Assurances; Satisfaction of Covenants. Each Seller and Buyer shall execute such documents and other papers and take or cause to be taken such further action as may be reasonably required to carry out the provisions hereof and to consummate and make effective the transactions contemplated hereby. Each Seller and Buyer shall each use commercially reasonable efforts to satisfy each of its covenants and obligations under this Agreement and to satisfy each condition to Closing it is required to satisfy hereunder.

6.12 Limited Partner Consents. As soon as reasonably practicable following the execution hereof, the Public Partnerships shall file with the SEC proposed proxy materials relating to the solicitation of the Limited Partner Consents. The public Sellers shall use reasonable efforts (i) to have such proxy materials cleared by the SEC (if applicable) so as to enable it to disseminate definitive proxy materials to its respective Limited Partners, (ii) to disseminate such materials, upon receipt of SEC clearance, to its respective Limited Partners and (iii) thereafter to obtain the Limited Partner Consents. Sellers shall give Buyer prompt notice when the Limited Partner Consents have been obtained and when any material development has occurred that causes substantial doubt as to whether the Limited Partner Consents will be obtained. The Limited Partner Consents are material consents.

6.13 Noncompetition Agreement. Each Seller agrees that prior to the third anniversary of the Closing Date it will not, without the written consent of Buyer, engage in activities that would constitute competition with Buyer with respect to such Seller's activities in any of the communities included within the Systems.

7. Conditions Precedent To Buyer's Obligations.

The obligations of Buyer to purchase and accept assignment, transfer and delivery of the Assets to be sold, assigned, transferred and delivered to Buyer hereby are subject to the satisfaction or waiver, at or prior to the Closing Date (as provided herein), of the following conditions:

7.1 Representations and Warranties of Sellers. As to the representations and warranties of a Seller set forth in Section 4, (1) each of those representations and warranties set forth in Section 4 which is expressly stated to be made solely as of the date of this Agreement or another specified date shall be true and correct in all respects as of such date, and (2) each of the other representations and warranties of a Seller set forth in Section 4 shall be true and correct in all respects at and as of the time of the Closing as though made at and as of that time, provided, that for purposes of each of clauses (1) and (2) above, the representations and warranties shall be deemed true and correct in all respects to the extent that the effect of the inaccuracies in suchrepresentations and warranties as of the applicable times does not constitute a Material Adverse Effect.

7.2 Covenants. Sellers shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing.

7.3 Consents. The Material Consents shall have been obtained

7.4 Judgment. There shall not be in effect on the date on which the Closing is to occur any judgment, decree, order or other prohibition having the force of law that would prevent or make unlawful the Closing; provided, that the Buyer shall have used commercially reasonable efforts to prevent the entry of any such judgment, decree, order or other legal prohibition and to appeal as expeditiously as possible any such judgment, decree, order or other legal prohibition that may be entered.

7.5 Delivery of Certificates and Documents. Each Seller shall have furnished to Buyer the following:

1. a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the partnership agreements of such Seller; (ii) all actions taken by and on behalf of such Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller;
2. a certificate of an executive officer of Enstar, certifying on behalf of such Seller that the conditions set forth in Sections 7.1 7.2 and 7.3 have been met;
3. the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by such Seller;
4. the Indemnity Escrow Agreement, duly executed by such Seller;
5. a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by such Seller to Buyer;
6. copies of all Material Consents obtained on or prior to Closing;

(g) an Opinion of Counsel of Seller in the form of Exhibit F attached hereto; and

(h) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.

7.6 Partner Consents. The Partner Consents shall have been obtained .. Notwithstanding anything contained herein to the contrary, in the event that the Partner Consents relating to the Primary Systems have been obtained, this condition shall be deemed satisfied for a Partial Closing with respect to the Systems and Sellers for which Partner Consents have been obtained.

7.7 Material Adverse Changes. There shall have been no material adverse changes in the business, financial condition or prospects of the Assets or the Systems since the date of this Agreement.

7.8 Seller will cause one of its affiliates to agree to enter into a master advertising sales agreement a form of which is attached hereto as Exhibit G with Buyer which covers the Systems on terms mutually agreeable to the parties.

7.9 Satisfactory completion of Buyer's due diligence investigation and acquisition audit.

8. Conditions Precedent to Sellers' Obligations.

A Seller's obligation to sell, assign, transfer and deliver the Seller's Assets to Buyer hereunder are subject to the satisfaction or waiver at or prior to the Closing Date (as provided herein) of the following conditions:

8.1 Representations and Warranties of Buyer. As to the representations and warranties of Buyer set forth in Section 5, (1) each of those representations and warranties set forth in Section 5 which is expressly stated to be made solely as of the date of this Agreement or another specified date shall be true and correct in all respects as of such date, without regard to Nthe materiality or Material Adverse Effect qualifiers set forth therein, and (2) each of the other representations and warranties of Buyer set forth in Section 5 shall be true and correct in all respects at and as of the time of the Closing as though made at and as of that time, without regard to the materiality or Material Adverse Effect qualifiers set forth therein; provided that for purposes of each of clauses (1) and (2) above, the representations and warranties shall be deemed true and correct in all respects to the extent that the aggregate effect of the inaccuracies in such representations and warranties as of the applicable times does not constitute a Material Adverse Effect.

8.2 Covenants. Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing.

8.3 Material Consents. The Material Consents issued by Governmental Authorities shall have been obtained Buyer acknowledges that Sellers may not be able to obtain long term franchises for all franchise areas therefore Sellers shall only be required to use commercially reasonable efforts to transfer current franchises, obtain a permit or temporary franchise to grant Buyer the authority to operate in the communities not currently under franchise, until a long term franchise agreement can be obtained by Buyer after the Closing. Buyer agrees to accept the franchise for the City of Xxxxxxxxx, as is and Sellers shall have no obligations with the respect to transferring that franchise.

8.4 Judgment. There shall not be in effect on the date on which the Closing is to occur any judgment, decree, order or other prohibition having the force of law that wouldprevent or make unlawful the Closing; provided that Sellers shall have used commercially reasonable efforts to prevent the entry of any such judgment, decree, order or other legal prohibition and to appeal as expeditiously as possible any such judgment, decree, order or other legal prohibition that may be entered.

8.5 Partner Consents. The Partner Consents shall have been obtained. Notwithstanding anything contained herein to the contrary, in the event that the Partner Consents relating to the Primary Systems have been obtained, this condition shall be deemed satisfied for a Partial Closing with respect to the Systems and Sellers for which Partner Consents have been obtained.