Amendment to Asset Purchase Agreement between Multimedia Acquisition Corp. and Enstar Entities (September 29, 2000)

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment updates the Asset Purchase Agreement dated August 8, 2000, between Multimedia Acquisition Corp. (the buyer) and several Enstar entities (the sellers). The amendment increases the purchase price, updates related schedules, clarifies the treatment of digital ad insertion equipment, and modifies certain indemnification obligations. All other terms of the original agreement remain unchanged. The amendment is effective upon acceptance and signature by both parties.

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EX-10.1 2 c58526ex10-1.txt AMENDMENT DATED SEPTMEMBER 29, 2000 1 EXHIBIT 10.1 ENSTAR COMMUNICATIONS CORPORATION 12444 Powerscourt Drive - Suite 100 St. Louis, Missouri 63131 September 29, 2000 VIA ELECTRONIC MAIL Multimedia Acquisition Corp. 1059 East 10th Street Hazleton, Pennsylvania ###-###-#### Attention: Terrence J. Herron, Vice President Re: Enstar Communications Corporation Ladies and Gentlemen: Reference is hereby made to that certain Asset Purchase Agreement by and among Multimedia Acquisition Corp. ("Buyer"), and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD Systems Venture, Enstar Cable of Cumberland Valley and Enstar Cable of Macoupin County (collectively, "Sellers," and each individually, a "Seller"), dated as of August 8, 2000 (the "Purchase Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Purchase Agreement. For and in consideration of the mutual covenants set forth in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows: 1. Purchase Price. (a) Section 3.1 of the Purchase Agreement is hereby amended by replacing the Purchase Price of "Ninety-Four Million Nine Hundred Twenty-Nine Thousand Four Hundred Dollars ($94,929,400)" with a Purchase Price of "Ninety-Five Million Five Hundred Seventy-Four Thousand Six Hundred ($95,574,600)." (b) Schedule 1.1A to the Purchase Agreement is hereby replaced by Schedule 1.1A attached hereto, which Schedule is deemed to be incorporated into the Purchase Agreement and made a Schedule thereto for all purposes. (c) In consideration for the increase in the Purchase Price set forth in subsection (a) above that is allocated to Enstar II-2 and Enstar IV on Schedule 1.1A, as attached hereto, Sections 3.3(a)(i) of the Purchase Agreement is hereby amended to delete 2 the adjustments to the Purchase Price set forth in subsections (C) and (D) thereof, and Section 3.6 of the Purchase Agreement is hereby deleted. 2. Digital Ad Insertion Equipment. (a) Schedule 2.1(b)(viii) to the Purchase Agreement is hereby amended by adding the following, as an Excluded Asset, as item (d): "(d) Digital ad insertion equipment located at any headend serving any of the Systems (with Sellers hereby representing that the initial cost of such equipment is accurately set forth in all material respects in Schedule 3.3(a)(ii))." (b) Section 3.3(a)(ii) of the Purchase Agreement is hereby amended by adding the following item (H): "(H) the cost of the digital ad insertion equipment located at headends serving any of such Seller's Systems, which cost is set forth in Schedule 3.3(a)(ii)." Schedule 3.3(a)(ii), which is attached hereto, is hereby incorporated into the Purchase Agreement and made a Schedule thereto for all purposes. 3. Performance of Settlement Agreement. Section 6.17 of the Purchase Agreement is hereby amended by adding the following language at the end of the first sentence, following the word "hereunder": ", provided, that Buyer shall have no obligation to indemnify a Seller with respect to any claim by any former customer of such Seller under Section 8.1.2 of the Settlement Agreement, which claim shall have been paid by Seller or any Affiliate of such Seller (or any third party hired by Charter to administer the distribution of benefits) directly to such former customer." 4. Except as expressly set forth herein, the Purchase Agreement shall remain in full force and effect. [The remainder of this page is intentionally left blank.] 3 Please indicate your acceptance of the foregoing terms by signing this letter in the space provided below and returning it to the undersigned. Very truly yours, ENSTAR INCOME PROGRAM II-1, L.P. ENSTAR INCOME PROGRAM II-2, L.P. ENSTAR INCOME PROGRAM IV-3, L.P. ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. ENSTAR IX, LTD. ENSTAR XI, LTD. ENSTAR IV/PBD SYSTEMS VENTURE ENSTAR CABLE OF CUMBERLAND VALLEY ENSTAR CABLE OF MACOUPIN COUNTY By: Enstar Communications Corporation, as ultimate General Partner of each of the foregoing By: /s/ Ralph G. Kelly ------------------------------ Ralph G. Kelly Senior Vice President ACCEPTED AND AGREED TO: MULTIMEDIA ACQUISITION CORP. By: /s/ Terrence J. Herron -------------------------------------------- Name: Terrence J. Herron Title: Vice President 4 SCHEDULE 1.1A ALLOCATION OF PURCHASE PRICE AND INDEMNITY FUND; MINIMUM SUBSCRIBER NUMBERS & ADJUSTMENT AMOUNTS
MINIMUM SUBSCRIBER SUBSCRIBER ADJUSTMENT SELLER OR GROUP LOCATION PURCHASE PRICE PERCENT INDEMNITY FUND NUMBER AMOUNT - --------------- -------- -------------- ------- -------------- ------ ------ Enstar Six-A Flora, IL $12,444,000 13.1% $557,119 6,172 $2,000 Enstar IV/PBD Mt. Carmel, IL $4,654,000 4.9% $208,360 2,277 $2,000 SOUTHERN ILLINOIS 8,449 $2,000 SELLER GROUP Enstar II-2 Hillsboro, IL $12,648,000 13.3% $566,252 6,194 $2,000 Enstar Cable of Macoupin, IL $9,074,000 9.6% $406,244 4,487 $2,000 Macoupin County Enstar IV-3 Shelbyville, IL $7,354,000 7.7% $329,239 3,627 $2,000 Enstar II-1 Taylorville, IL $13,846,000 14.6% $619,887 6,793 $2,000 NORTHERN ILLINOIS SELLER GROUP 21,101 $2,000 Enstar II-2 Malden, MO $3,122,600 3.0% $129,045 2,200 $1,419 Enstar IV/PBD Dexter, MO $4,455,000 4.3% $181,319 3,900 $1,142 Enstar V-A, V-B Pomme de $1,429,500 1.5% $63,999 900 $1,129 Terre, MO Enstar IX Mobile, AL $789,000 0.8% $35,324 1,450 $500 Enstar Cable of Monticello, KY $24,049,500 25.3% $1,076,699 14,350 $1,669 Cumberland Valley Enstar XI Ashdown, AR $1,709,000 1.8% $76,512 1,650 $1,000 -------- TOTAL $95,574,600 100.0% $4,250,000 54,000 ========
5 Schedule 3.3(a)(ii) Cost of Digital Ad Insertion Equipment
Cost of Seller Headend Equipment ------ ------- --------- Enstar Cable of Cumberland Valley Monticello, KY $57,180.91 Enstar Cable of Cumberland Valley Russell Springs, KY $57,180.91 TOTAL CUMBERLAND VALLEY: $114,361.82 Enstar Income Program II-1, L.P. Litchfield/Gillespie, IL $23,546.00 Enstar Income Program II-1, L.P. Taylorville, IL $31,842.00 TOTAL ENSTAR II-1: $55,388.00 Enstar Income Program II-2, L.P. Hillsboro, IL $23,546.00 Enstar Income Program II-2, L.P. Jerseyville, IL $23,546.00 Enstar Income Program II-2, L.P. Malden, MO $23,546.00 TOTAL ENSTAR II-2: $70,638.00 Enstar Income/Growth Program Six-A, L.P. Flora, IL $23,546.00 Enstar Income/Growth Program Six-A, L.P. Salem, IL $23,546.00 Enstar Income/Growth Program Six-A, L.P. Fairfield, IL $23,546.00 TOTAL ENSTAR SIX-A: $70,638.00 Enstar IV/PBD Systems Venture Dexter/Bloomfield, MO $40,318.00 Enstar IV/PBD Systems Venture Mt. Carmel, IL $23,546.00 TOTAL ENSTAR IV/PBD: $63,864.00 Enstar Cable of Macoupin County Carlinville, IL $23,546.00 TOTAL ENSTAR MACOUPIN: $23,546.00