ENSTAR COMMUNICATIONS CORPORATION February 3, 2003
Exhibit 2.1
ENSTAR COMMUNICATIONS CORPORATION
February 3, 2003
Xx. Xxxxxxx X. Xxxxxxxx
President
Cumberland Cellular, Inc.
X.X. Xxx 00
Xxxxxxxxx, Xxxxxxxx 00000
Re: Asset Purchase Agreement by and between Cumberland Cellular, Inc. and Enstar Cable of Cumberland Valley, dated as of October 8, 2002
Ladies and Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement by and between Cumberland Cellular, Inc. a corporation organized under the laws of the Commonwealth of Kentucky ("Buyer"), and Enstar Cable of Cumberland Valley, a Georgia general partnership ("Seller,") dated as of October 8, 2002 (the "Purchase Agreement"). Capitalized terms used and not otherwise defined in this letter 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, Seller and Buyer agree that the Purchase Agreement is hereby amended and supplemented as follows:
- In Section 1.1, the definition of "Outside Closing Date" is hereby amended to read as follows: "Outside Closing Date" means March 31, 2003.
- Section 3.3 is hereby amended to add subparagraph 3.3(a)(iii)(E) which shall read in its entirety as follows: "(E) seventy dollars ($70.00) multiplied by the number of equivalent basic Subscribers on the Closing Date."
Except as herein expressly amended, the Purchase Agreement shall remain in full force and effect in accordance with its terms.
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 COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Kelly__________________________
Xxxxx X. Xxxxx
Senior Vice President - Treasurer
As general partner of and on behalf of:
Enstar Income/Growth Program 5A, L.P.
Enstar Income/Growth Program 5B, L.P.
Each a general partner of Seller
ENSTAR CABLE OF CUMBERLAND VALLEY
ACCEPTED AND AGREED TO:
Cumberland Cellular, Inc.
By: /s/ Xxxxxxx X. Magruder____________________
Xx. Xxxxxxx X. Xxxxxxxx
President
