Enstar Communications Corporation June 6, 2003
Exhibit 2.1
Enstar Communications Corporation
June 6, 2003
Telecommunications Management, LLC
Attn: Xxxxx Xxxxxxxx
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
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Re: |
Asset Purchase Agreement 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") dated as of November 8, 2002 |
Ladies and Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement by and among Sellers and Buyer dated as of November 8, 2002 as amended (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, Sellers and Buyer agree that the Purchase Agreement is hereby amended and supplemented as follows:
1. Section 3.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
"The aggregate purchase price payable for the Assets shall be Fourteen Million Four Hundred Eighty Seven Thousand One Hundred and Fifty Three Dollars ($14,487,153), 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 1."
2. Schedule 1 to the Purchase Agreement is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.
3. Sellers and Buyer agree that upon execution of this letter agreement Buyer shall make a second installment of the deposit in the amount of $250,000 into the Deposit Escrow Account. When so deposited, Sellers waive any default created by Buyer's failure to make such deposit by May 15, 2003.
Except as herein expressly amended, the Purchase Agreement, as amended, 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:
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As general partner of and on behalf of: Enstar Income Program II-2, L.P., As general partners of and on behalf of: Enstar IV/PBD Systems Venture As general partners of and on behalf of: Enstar Cable of Cumberland Valley
ACCEPTED AND AGREED TO: By: Name: |
Schedule 1
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Enstar Communications Corp |
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Asset Sale to CableDirect |
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Primary Systems: |
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Allocation of |
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Partnership |
System |
Purch Price |
Purchase Price |
Indemnity Amt |
Minimum Subs |
Sub Adjust Amt |
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Six A |
Xxxx, TN |
$1,477,600 |
10.20% |
$76,500 |
1,847 |
$800 |
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IV - PBD |
Dexter, MO |
$3,052,800 |
21.07% |
$158,025 |
3,816 |
$800 |
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II - 2 |
Malden, MO |
$1,651,200 |
11.40% |
$85,500 |
2,064 |
$800 |
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84 - 1 |
Brownsville/ Cov/Bolivar,TN |
$2,754,703 |
19.01% |
$142,575 |
4,722 |
$583 |
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Ten |
Ripley, TN |
$1,804,000 |
12.45% |
$93,375 |
2,255 |
$800 |
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IV - 3 |
Xxxxxx, KY |
$1,303,200 |
9.00% |
$67,500 |
1,629 |
$800 |
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$12,043,503 |
16,333 |
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Contingent Systems: |
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00 - 0 |
Xxxx Xxxx, XX |
$750,750 |
5.18% |
$38,850 |
1,365 |
$550 |
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Eleven |
Ashdown, Ark |
$647,900 |
4.47% |
$33,525 |
1,178 |
$550 |
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Eight |
Chesterfield, SC |
$231,550 |
1.60% |
$12,000 |
421 |
$550 |
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Seven |
Pageland, SC |
$352,000 |
2.43% |
$18,225 |
640 |
$550 |
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Cumberland |
Pomme de Terre, MO |
$461,450 |
3.19% |
$23,925 |
839 |
$550 |
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$2,443,650 |
4,443 |
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Total - All Systems |
$14,487,153 |
100.00% |
$750,000 |
20,776 |
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