July 15, 2003

EXHIBIT 2.3

EXECUTION COPY

July 15, 2003

Xxx Xxxxxxxx

Verizon Media Ventures Inc.

c/o Verizon Communications Inc.

0000 Xxxxxx xx xxx Xxxxxxxx

New York, New York 10036

Dear Xx. Xxxxxxxx:

Verizon Media Ventures Inc., a Delaware corporation (“Seller”), and Knology New Media, Inc., a Delaware corporation (“Buyer”), are parties to that certain Asset Purchase Agreement dated July 15, 2003 (“Purchase Agreement”).

Section 7.8(c) of the Purchase Agreement sets forth the obligation of Seller to “cooperate fully with Buyer in obtaining necessary Consents, including helping to arrange and facilitate Xxxxx’s negotiations with Franchising Authorities or any other Governmental Entity and other third parties with respect to the Consents.” Seller and Xxxxx desire to further clarify such obligation of Seller in this letter agreement (“Letter Agreement”). Xxxxxx and Xxxxx also desire to further clarify the documents that embody the entire agreement of Seller and Buyer with respect to the subject matter of the Purchase Agreement, the Ancillary Agreements (including this Letter Agreement) and the Non-Disclosure Agreement.

In furtherance of the foregoing, Xxxxxx and Xxxxx have agreed to the following:

1. All capitalized terms used but not defined in this Letter Agreement have the meanings given to them in the Purchase Agreement. In addition, this Letter Agreement constitutes an “Ancillary Agreement” under the Purchase Agreement, notwithstanding anything to the contrary in the Purchase Agreement.

2. In further clarification of Seller’s obligations under Section 7.8(c) of the Purchase Agreement, Seller and Buyer agree that Seller shall bear any costs required to remedy any item of noncompliance existing prior to the applicable Closing by Seller with the terms of the Franchises; provided, however, Seller shall not be required to pay more than $1,000,000.00, in the aggregate, pursuant to this provision.

3. (a) If on or after November 3, 2003, a Florida Franchising Authority informs Buyer or Seller in writing that it has material concerns regarding Buyer’s “Financial Fitness” (as such term is defined in the Cable Act) to receive the Florida Franchises (as a transferee or otherwise),

Verizon Media Ventures, Inc.

July 15, 2003

Page 2

then Buyer (or any transferee of Buyer’s rights and obligations under the Agreement with respect to the purchase of the Florida System) may arrange to receive, within eleven (11) days of Buyer being informed in writing of such determination, a contribution of cash, assets or financing commitments, or a combination thereof, that have an aggregate fair market value of at least $8,500,000 (the “Capital Contribution”). Upon making any Capital Contribution, Buyer shall notify the Florida Franchising Authority of such event. If such Capital Contribution is received by Buyer or its transferee within such eleven (11) day period, then Buyer and its transferee shall have no further liabilities or obligations pursuant to this Section 3.

(b) If on or after November 3, 2003, a Florida Franchising Authority informs Buyer or Seller in writing that it has material concerns regarding Buyer’s “Financial Fitness” (as such term is defined in the Cable Act) to receive the Florida Franchises as a transferee, but Buyer does not receive the Capital Contribution contemplated by Section 3(a) above within eleven (11) days of Buyer being informed in writing of such determination, and thereafter any Florida Franchising Authority refuses in a final determination to approve the transfer of the Franchises to Buyer due solely to its determination that Buyer lacks “Financial Fitness” (as defined in the Cable Act) to receive the Florida Franchises (as a transferee or otherwise), then Seller may, upon prompt written notice to Buyer, elect to terminate the Agreement with respect to the sale of the Florida System, whereupon Seller shall be paid the Escrow Amount as liquidated damages in full and complete satisfaction of any and all obligations, indemnities and agreements, and any breach of any representation, warranty or covenant, of Buyer under the Agreement with respect to the sale of the Florida System.

4. Seller and Buyer further agree that the Purchase Agreement (including all schedules and exhibits thereto and certificates delivered thereunder), the Ancillary Agreements (including this Letter Agreement) and the Non-Disclosure Agreement embody the entire agreement and understanding between Seller and Buyer with respect to the subject matter thereof and hereof and supersede all prior agreements and understandings related to the subject matter thereof and hereof. There are no representations, warranties, covenants, promises or agreements on the part of Seller or Buyer to the other which are not explicitly set forth therein and herein.

5. Other than as expressly set forth above, nothing contained herein shall constitute a waiver or modification of, impair or otherwise affect any obligations or any rights of Seller or Buyer under the Purchase Agreement or the Ancillary Agreements, all of which shall remain in full force and effect. This Letter Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, and may be delivered via facsimile

[Signatures appear on following page]

If this Letter Agreement accurately reflects the agreement of Seller and Xxxxx, please execute this Letter Agreement where indicated below and return a copy to the undersigned.

Very truly yours,
KNOLOGY NEW MEDIA, INC.
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		President and CEO

Accepted and Agreed to:
VERIZON MEDIA VENTURES, INC.
By:		/s/ Xxxx X. Xxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxx
Title:		Executive Director

[Counterpart Signature Page to Side Letter Agreement]