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 EnstarIncome Program II-2, L.P., a Georgia limited partnership; Enstar IncomeProgram 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., aGeorgia limited partnership; Enstar VII, L.P., a Georgia limited partnership;Enstar VIII, L.P., a South Carolina limited partnership; Enstar X, L.P., aGeorgia 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 televisionSystems in and around the communities of Fulton, KY, Brownsville, Covington,Bolivar, Bradford, Dyer and Ripley, TN, Dexter, Malden, and Pomme de Terre, MO,Ashdown, AR, Snow Hill, NC and Pageland and Chesterfield, SC as moreparticularly described in Schedule 1 hereto (the "Systems");

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

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

NOW, THEREFORE, in consideration of the representations andwarranties and the mutual covenants and agreements herein contained, and othergood and valuable consideration, the receipt and adequacy of which are herebyacknowledged, Sellers and Buyer do hereby agree as follows:

Definitions
.

1.1Terms Defined in this Section. In addition to the terms defined elsewhere inthis Agreement, the following terms shall have the following meanings when usedherein with initial capitalletters:

"Accounts Receivable" means the sum of 97% of the book valueof all subscriber accounts receivable that are outstanding as of the closingdate and no part of which is more than sixty (60) days past due; provided, thatno payment shall be made for subscriber accounts that are inactive on theClosing Date, regardless of their aging (with an account being past due one dayafter the first day of the period to which the applicable billing relates): plus90% of the book value of all advertising and other accounts receivable that areoutstanding 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 otherPerson 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 ofa Person, whether through the ownership of voting securities or votinginterests, by contract or otherwise.

"Basic Cable Service" means the tier of cable televisionservice that includes the retransmission of local broadcast signals as definedby the Cable Act which defines "cable service" specifically as *"(A) theone-way transmission to subscribers of (i) video programming, or (ii) otherprogramming service, and (B) subscriber interaction, if any, which isrequired for the selection or use of such video programming or other programmingservice."*
"Business Day" means any day other than Saturday, Sundayor a day on which banking institutions in St. Louis, Missouri or New York, NewYork 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 etseq., all other provisionsof the Cable Communications Policy Act of 1984 and the provisions of the CableTelevision Consumer Protection and Competition Act of 1992, and the provisionsof the Telecommunications Act of 1996 amending Title VI of the CommunicationsAct 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 totime.

"Communications Act" means the Communications Act of 1934, asamended by the Cable Communications Policy Act of 1984, the Cable TelevisionConsumer Protection and Competition Act of 1992 and the provisions of theTelecommunications Act of 1996 amending Title VI of the Communications Act of1934, and as may be further amended, and the rules and regulations, policies andpublished decisions of the FCC thereunder, as in effect from time to time.

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

"Contingent Systems" means the cable television Systems ownedand 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 depositedby Buyer with the Escrow Agent pursuant to the Deposit Escrow Agreement tosecure Buyer's performance of its covenants and obligations hereunder. Thedeposit amount shall be deposited as follows: $100,000 at the time of thecompletion and presentation to Buyer of the final Schedules and Exhibits to theAsset Purchase Agreement; $100,000 ninety (90) days after execution of the AssetPurchase Agreement; $150,000 upon approval of franchise transfers of PrimarySystems (as defined in this Asset Purchase Agreement); and $150,000 upon LimitedPartner approval of transfer of Primary Systems.

"Deposit Escrow Agreement" means the Deposit Escrow Agreementamong Buyer, Sellers and the Escrow Agent, substantially in the form ofExhibit 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 asdefined in Section 3(3) of ERISA (other than a Multiemployer Plan) to whichSellers or any of its ERISA Affiliates contributes or has any obligation tocontribute 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, adverseclaim, voting agreement, restriction on transfer or any exception to or defectin title.

"Enstar" means Enstar Communications Corporation, a Georgiacorporation.

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

"Environmental Laws" means any and all federal, state orlocal laws, statutes, rules, regulations, ordinances, orders, decrees and otherbinding obligations: (i) related to releases or threatened releases of anyHazardous Substance to soil, surface water, groundwater, air or any otherenvironmental media; (ii) governing the use, treatment, storage, disposal,transport or handling of Hazardous Substances; or (iii) related to theprotection of the environment and human health. Such Environmental Laws shallinclude, but are not limited to, RCRA, CERCLA, EPCRA, the Clean Air Act, theClean 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 orprovisions thereof related to clauses (i), (ii) or (iii) above.

"ERISA" means the Employee Retirement Income Security Act of1974, as amended, and the rules and regulations thereunder, as in effect fromtime to time.

"ERISA Affiliate" means, with respect to Sellers,(i) any corporation which at, or at any time before, the Closing Date is orwas a member of the same controlled group of corporations (within the meaning ofSection 414(b) of the IRC) as Sellers; (ii) any partnership, trade orbusiness (whether or not incorporated) which, at or any time before, the ClosingDate is or was under common control (within the meaning of Section 414(c) of theIRC) with Sellers; (iii) any entity, which at, or at any time before, theClosing Date is or was a member of the same affiliated service group (within themeaning of Section 414(m) of the IRC) as Sellers, any corporation described inclause (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 wasrequired to be aggregated with Sellers under Section 414(o) of the IRC.

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

"Expanded Basic Service" means the tier of cable televisionservice offered separately from Basic Cable Service and for a charge in additionto that charged for Basic Cable Service, and that can only be purchased bysubscribers that also receive Basic Cable Service, but not including any a lacarte programming tier or other programming offered on a per channel or perprogram basis.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"Franchise" means all franchise agreements and similargoverning agreements, instruments and resolutions and franchise-related statutesand ordinances or acknowledgement of a Governmental Authority that are necessaryor required in order to operate a Seller's Systems and to provide cabletelevision services in a Seller's Systems.

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

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

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

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

"Governmental Authorizations" means, collectively, allFranchises and other authorizations, agreements, Licenses and permits for andwith respect to the construction and operation of a Seller's Systems obtainedfrom any Governmental Authority.

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

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

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

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

"Leases" means the Personal Property Leases and the RealProperty 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 byany Governmental Authority, including judicial decisions applying common law orinterpreting any other Legal Requirement.

"License" means any license, permit or other authorization(other than a Franchise) issued by a Governmental Authority, including, but notlimited to, the FCC, used in the operation of the Systems (including but notlimited to TV translator station licenses, microwave licenses (including but notlimited to Cable Television Relay Services "CARS") and TVRO earth stationregistrations).

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

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

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

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

"Multiemployer Plan" means a plan, as defined in Section3(37) or 4001(a)(3) of ERISA, to which Sellers or any trade or business thatwould be considered a single employer with Sellers under Section 4001(b)(1) ofERISA contributed, contributes or is required to contribute.

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

"Outside Closing Date" means June 30, 2003.

"Partner Consents" means, collectively, the Limited PartnerConsents, the written consents of the General Partners and the written consentof Robert T. Graff to the extent such are necessary for the consummation of thetransactions contemplated by this Agreement by each of the Sellers in accordancewith the terms hereof, which shall be in form and substance satisfactory toSellers.

"Past Practices" means the practices used since November 12,1999, in the Systems and in any cable Systems directly or indirectly controlledby Enstar that is of comparable size to the Systems and is located in ageographic 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 andgovernmental 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 theaffected property; (iv) as to interests in Real Property, any easements,rights-of-way, servitudes, permits, restrictions and minor imperfections orirregularities in title that are reflected in the public records and that do notindividually or in the aggregate materially interfere with the right or abilityto 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 ownedand operated by Sellers in and around the communities of Fulton, KY,Brownsville, Covington, Bolivar, Bradford, Dyer and Ripley, TN, and Dexter andMalden, 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. andEnstar Income Program IV-2, L.P. Enstar Income/Growth Program 5A, L.P. andEnstar Income/Growth Program 5B, L.P. 

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

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

"Release" means any release, spill, emission, leaking,pumping, injection, deposit, disposal, discharge, dispersal, leaching ormigration into the indoor or outdoor environment or into or out of any RealProperty (owned, leased or used by easement), including the movement ofcontaminants through or in the air, soil, surface water or groundwater above, inor 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 theindoor or outdoor environment, (ii) prevent the Release or threat ofRelease or minimize the further Release of contaminants so they do not migrateor endanger public health or welfare of the indoor or outdoor environment or(iii) perform pre-remedial studies and investigations and post-remedialmonitoring and care.

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

"SEC" means the United States Securities and ExchangeCommission.

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

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

"Subscriber" means an active customer of one of the Systemswho subscribes for Basic Cable Service in a single household (excluding "secondconnections", as such term is commonly understood in the cable televisionindustry, and any account duplication), commercial establishment or in a multi-unit dwelling (including motels and hotels), and has paid the applicable fullnon-discounted rate for at least one month's Basic Cable Service (includingdeposit and installation charges of not less than $19.95) or in the event thatan installation charge was not collected, two months of the applicable full non-discounted rate for Basic Cable Service; provided, however, that the number ofcustomers in a multi-unit dwelling or commercial establishment that obtainsservice on a "bulk-rate" basis shall be determined on a Systems-by-Systems basisby dividing the gross bulk-rate revenue for Basic Cable Service and ExpandedBasic Service (but not revenues from tier or premium services, installation orconverter rental) attributable to such multi-unit dwelling or commercialestablishment in each Systems by the basic subscription rate for individualhouseholds within such Systems for the highest level of Basic Cable Service andExpanded Basic Service offered by such Systems. For purposes of this definition,an "active customer" shall mean any customer whose account does not have anoutstanding balance more than 60 days past due (with an account being past dueone day after the first day of the period to which the applicable billingrelates), does not have a disconnect pending, has not had service terminated,has not been obtained by offers made, promotions conducted or discounts givenduring the 120 days immediately preceding the Closing or otherwise outside theordinary course of business, or does not come within the definition of"Subscriber" because such account (or any part thereof) has been compromised orwritten off other than in the ordinary course of business consistent with pastpractice.

"Systems" means the cable television systems owned andoperated by Sellers in and around the communities of Fulton, KY, Brownsville,Covington, Bolivar, Bradford, Dyer and Ripley, TN, Dexter, Malden, and Pomme deTerre, MO, Ashdown, AR, Snow Hill, NC and Pageland and Chesterfield, SC. Eachindividual cable television system shall be referred to herein as a"System."

"Taxes" or "Tax" means and includes, without limitation, allnet 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 theAssets, as applicable, by federal, foreign, state or local law, together withany 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 LimitedPartners are entitled to vote to approve or disapprove the transactionscontemplated by this Agreement (including any valid extensions of suchperiod).
2.  Saleof Assets; Assumption of CertainLiabilities
2.1Sales ofAssets.Subject to the terms, provisions and conditionscontained in this Agreement, and on the basis of the representations andwarranties herein set forth, on the Closing Date, each Seller agrees to sell,assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase andacquire from each Seller, all right, title and interest of such Seller in theAssets (as defined herein), free and clear of all Encumbrances other thanPermitted Encumbrances. The "
Assets
" shall mean all of the assets(tangible and intangible, real and personal), owned, leased or held by eachSeller that relate directly or indirectly to and are used or usable inconnection with the operation of the Systems; 
provided
, that the Assetsshall not include any of the "Excluded Assets," as defined inSection 2.1(b). The Assets shall include, without limitation, thefollowing: 

all of Sellers' rights under the Agreements, Franchises,Licenses and Governmental Authorizations and any other instruments relating tooperation of the Systems, and all intangibles relating to operation of theSystems, including, but not limited to, all claims and goodwill, if any, withrespect to the operation of the Systems; 

all tangible personalty, electronic devices, trunk anddistribution 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 inthe operation of the Systems. 

all realty, towers, fixtures, leasehold and otherinterests in Real Property;

all accounts receivable of Sellers relating to itsoperation of the Systems; and

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 Systemsand reports and records concerning suppliers, customers, subscribers and otherscustomarily maintained in the management and operation of theSystems.

Notwithstanding the foregoing, the Assets shall notinclude, and Buyer shall not acquire any interest in or to, any of the following(the "
Excluded Assets
"):

programming and retransmission consent agreements ofSellers other than those listed on 
Schedule 2.1(b)(i)
;

insurance policies of Sellers and rights and claimsthereunder;

bonds, letters of credit, surety instruments and othersimilar items and any stocks, bonds, certificates of deposit and similarinvestments of Sellers;

cash and cash equivalents of Sellers;

Sellers' copyrights, trademarks, trade names, servicemarks, service names, logos and similar proprietary rights, subject to Section6.8;

Sellers' minute books and other books and records relatedto internal matters and financial relationships with Sellers' lenders andaffiliates;

all Employee Plans, Multiemployer Plans and CompensationArrangements; 

the assets and properties set forth in 
Schedule2.1(b)(viii)
; 

software licenses, including master software licensesmaintained by affiliates of Sellers other than for operating Systems software;

agreements for management services, consulting servicesand other agreements with affiliate companies; and

xi.master advertising sales agreements which cover theSystems or ad insertion or other equipment at the headend owned by thirdparties.

2.2Assumed Liabilities. Subject to the terms, provisions and conditionscontained in this Agreement, and on the basis of the representations andwarranties herein setforth on the Closing Date, Buyer agrees to pay, dischargeand perform the following to the extent related to the Assets received by Buyer(the "AssumedLiabilities"):

liabilities and obligations under any Agreements,Governmental Authorizations, Licenses and other instruments included within theAssets and accruing and relating to the period from and after the ClosingDate;

liabilities and obligations of Sellers to the extentthere is a reduction in the Purchase Price pursuant to Section 3.3(a) withrespect thereto; and

liabilities and obligations arising out of Buyer'sownership or operation of the Systems from and after the Closing Date, except tothe extent that any such liability or obligation relates to any of the ExcludedAssets.

All other obligations and liabilities of Sellers, including(a) obligations with respect to the Excluded Assets, (b) any obligations underthe Agreements assumed by Buyer relating to the time period prior to or on theClosing Date and (c) any claims or pending litigation or proceedings relating tothe operation of the Systems prior to or on the Closing Date shall remain theobligations and liabilities of Sellers.
3.Closing.
3.1Purchase Price. The aggregate purchase price payable for the Assets shall beFifteen Million Two Hundred Ninety One Thousand Two Hundred and Nine Dollars($15,291,209), asadjusted at the Closing pursuant to Section 3.3(a) (thePurchase Price"), andas further adjusted post-Closing pursuant to Section 3.3(b) (as so adjusted, the"Adjusted PurchasePrice"). The Purchase Price shall be allocated amongthe Primary Systems and Contingent Systems as set forth in Schedule3.1.
3.2Manner 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 ofCharter Communications, 12405 Powerscourt DriveSt. Louis, Missouri 63131 on the last Business Day of the calendar month afterthe 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 theOutside Closing Date (such date on which the Closing actually occurs, the"Closing Date") or via fax, phone and overnight as the parties maymutually agree.At Closing, (a) Buyer shall deliverto 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 accruedthereon and (ii) the amount of the Indemnity Fund, in immediately availablefunds by wire, inter-bank or intra-bank transfer, in accordance with Sellers'written instructions, to be delivered to Buyer at least three (3) Business Daysprior to Closing; (b) Buyer and Sellers shall cause the Escrow Agent to deliverto Sellers the Deposit Amount and all interest and other earnings accruedthereon, in accordance with the terms of the Deposit Escrow Agreement, whichamount shall be credited against the Purchase Price; and(c) Buyer shall deliver the Indemnity Fund to the EscrowAgent, in accordance with the termsof the Indemnity Escrow Agreement and the Escrow Agent'sinstructions.
	(b)	In the event that the conditions set forth inSections 7.3, 7.6, 7.3, 8.3 and 8.5 hereof, but subject to Section 9.1, havebeen satisfied or waived with respect to the Primary Systems, the Closing shalltake place on the last Business Day of the calendar month after suchsatisfaction or waiver. In addition, in those Contingent Systems for which suchconditions have not been satisfied or waived at the Closing a later closingshall, occur as such conditions are satisfied or waived with respect to thoseContingent Systems (a "Partial Closing"). Any such Partial Closing will occurwithin six months of the Closing of the Primary Systems or Buyer shall have norequirement to complete those Partial Closings. In addition, the Pageland, SCand Chesterfield, SC systems must close simultaneously. For purposes of thisAgreement, the term "Closing" shall include Partial Closings. At a PartialClosing (a) Buyer shall deliver to Sellers the Purchase Price, as adjusted inaccordance with Section 3.3, with respect to the Systems subject to such PartialClosing, on a pro rata basis as set forth on Schedule 3.1; (b) the Escrow Agentshall deliver to Sellers the Deposit Amount with respect to the Systems subjectto 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 PartialClosing with respect to the Systems subject to such Partial Closing on a prorata basis as set forth on Schedule 3.1. The terms of this Agreement shall applyonly to the Systems and Sellers subject to such Partial Closing. Nothingcontained in this Section 3.2 shall be construed as a waiver of any of theconditions contained in Section 7 or 8 of this Agreement.

3.3 Adjustment of PurchasePrice.
The Purchase Price shall be subject to adjustment, as of11:59 p.m. (St. Louis, central time) on the Closing Date, to, among otherthings, reflect, in accordance with GAAP, the principle that all revenues andrefunds, and all costs, expenses and liabilities, attributable to the operationof the Systems for any period prior to such time on the Closing Date are for theaccount of Sellers, and all revenues and refunds, and all costs, expenses andliabilities (other than liabilities and obligations under contracts or otherobligations of Sellers that Buyer does not assume) attributable to the operationof the Systems from and after such time on the Closing Date are for the accountof Buyer. All such adjustments shall be allocated to the particular System andSeller to which they relate. The adjustments to be made to the Purchase Pricepursuant to this Section 3.3(a) shall consist of the following:

an increase or decrease, as of the date of Closing, inthat portion of the Purchase Price relating to a Seller by the amount suchSeller's total liabilities with respect to a System are in excess of (in whichthe case the Purchase Price will be decreased), or less than (in which case thepurchase price will be increased), the Seller's current asset with respect to aSystem, including the accounts receivable but excluding supplies and inventory;

an increase in the Purchase Price by an amount equal toall prepaid items relating to the ownership or operation of the Seller's Assetsor the Seller's Systems and for which Buyer will receive a benefit after theClosing, which prepaid items shall be prorated between a Seller and Buyer as ofthe Closing Date on the basis of the period covered by the respectiveprepayment, and shall be deemed to include, without limitation, all such prepaiditems attributable to: real and personal property taxes and assessments leviedagainst the Assets; real and personal property rentals; pole rentals; and powerand utility charges; and

a decrease in the Purchase Price by an amount equal tothe sum of:

the amount of all subscriber prepayments, credit balancesand deposits held by a Seller as of the Closing Date with respect to theSeller's Systems;

all accrued and unpaid expenses relating to the ownershipor operation of the Seller's Assets and the Seller's Systems, including accruedand unpaid real and personal property taxes, franchise fees (which accrued andunpaid expenses shall be prorated between a Seller and Buyer as of the ClosingDate on the basis of the period to which the respective expense relates, andshall be deemed to include, without limitation, accrued and unpaid expenses ofthe kind itemized in Section 3.3(a)(iii)(A) above); 

C. if the number of equivalent basic subscribers, of whichnone shall be more than two billing periods past due in payment for services, onthe closing date is less than that number set forth in Schedule 1 for eachSeller then the Purchase Price shall be reduced by an amount equal to thatset forth on Schedule 1multiplied by the difference between the minimum numberset forth and the number of equivalent basic subscribers; for purposes ofpayment to Sellers at Closing, any reductions to the Purchase Price pursuant tothis subsection shall be allocated among the Sellers in accordance with theminimum 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 faithestimate of the adjustments to the Purchase Price required under this Section3.3(a) above, calculated as of the Closing Date and prepared consistent withGAAP. The Pre-Closing Certificate shall be accompanied by reasonably detaileddocumentation supporting the calculations set forth therein. Buyer shall havethe right to challenge the content of the Pre-Closing Certificate within four(4) Business Days following delivery if Buyer believes, in good faith, that itis in error. Buyer and Sellers shall use good faith efforts to resolve anydisputes 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 PostClosing Adjustment to be resolved in accordance with the procedures documentedin the following paragraph.
Within 60 days after the Closing Date, Buyer shalldeliver to Sellers a certificate signed by Buyer (the "
Post-ClosingCertificate
"), which shall set forth Buyer's final adjustments to thePurchase Price to be made pursuant to Section 3.3(a), together with suchdocumentation as may be necessary to support Buyer's determination thereof; and,thereafter, Buyer shall provide Sellers with such other documentation relatingto the Post-Closing Certificate as Sellers may reasonably request. If Sellerswish to dispute the final adjustments to the Purchase Price to be made pursuantto 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 suchdocumentation as Buyer may reasonably request. If Sellers notify Buyer of theiracceptance of the amounts set forth in the Post-Closing Certificate, or ifSellers fail to deliver their report of any proposed adjustments within thethirty (30)-day period specified in the preceding sentence, the amounts setforth in the Post-Closing Certificate shall be conclusive, final and binding onBuyer and Sellers as of the last day of such thirty (30)-day period. If Buyerand Sellers cannot resolve any dispute within thirty (30) days after Buyer'sreceipt of Sellers' written objection, Buyer and Sellers, shall, within the ten(10) days following expiration of such thirty (30)-day period, appoint anindependent public accounting firm of national reputation as is agreed upon bythe parties to resolve the dispute, provided such firm is not the auditor foreither Buyer or Sellers. The cost of retaining such firm shall be borne one-halfby Buyer and one-half by Sellers (allocated on a pro rata basis among theSellers). Such firm shall report its determination in writing to Buyer andSellers, and such determination shall be conclusive and binding on Buyer andSellers and shall not be subject to further dispute or review.

If, as a result of any resolution reached by Buyer andSellers, or any determination made by an accounting firm, in either casepursuant to Section 3.3(b), Buyer is finally determined to owe any amount toSellers, or Sellers are finally determined to owe any amount to Buyer, theobligor shall pay such amount to the other party hereto within three (3)Business Days of such determination. Notwithstanding the foregoing, Buyer shallpay to Sellers or Sellers shall pay to Buyer, as the case may be, the amount duesuch 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, inimmediately available funds to an account or accounts specified in writing bythe obligee. Sellers acknowledge and agree that any amount determined to bepayable to Buyer pursuant to Section 3.3(b) shall be paid by Sellers and shallnot be limited by nor disbursed from the Indemnity Fund.

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

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

3.5Deposit Escrow Agreement. Concurrent with the execution hereof Buyer andSellers shall execute and deliver the Deposit Escrow Agreement in the form ofExhibit A, and Buyer shall deposit the Deposit Amount with the Escrow Agent inaccordance with the termsthereof.

3.6Purchase Price Allocation. Buyer and Sellers will use good faith efforts toagree on the allocation of the Purchase Price payable to Sellers among theAssets. As soon aspracticable following the date hereof, Buyer shall deliver to Sellers a proposedallocation. Buyer and Sellers shall file the form required to be filed underSection 1060 of the IRC consistent with such agreed upon allocation.4.  Representations and Warranties ofSellers.
Each Seller severally, and not jointly, hereby represents andwarrants to Buyer that the following statements are true and correct.

4.1Organization, Qualification and Power.
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 suchentity's formation as indicated in the preamble paragraph to this Agreement,withfull power and authority to own, lease or license itsproperties and assets and to carry on the business in which it is engaged in themanner in which such business is now carried on.

Each Seller that is a general partnership represents thatits General Partners are limited partnerships duly organized, validly existingand in good standing under the laws of the State of Georgia, with full power andauthority to carry on the business in which it is engaged in the manner in whichsuch business is now carried on. Enstar IV/PBD Systems Venture represents thatEnstar Income Program IV-1, L.P. and Enstar Income Program IV-2, L.P. are equalgeneral partners. Cable of Cumberland Valley represents that EnstarIncome/Growth Program 5A, L.P. and Enstar Income/Growth Program 5B, L.P. areequal general partners. 

Enstar is a corporation, duly incorporated, validlyexisting and in good standing under the laws of the State of Georgia, with fullpower and authority to carry on the business in which it is engaged in themanner in which such business is now carried on. Enstar is the sole generalpartner of each of, Enstar Income Program 1984-1, L.P., Enstar VII, L.P., EnstarVIII, L.P., Enstar X, L.P., Enstar XI, L.P. Enstar and Robert T. Graff are equalgeneral partners of Enstar Income Program II-2, L.P., Enstar Income ProgramIV-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. 

4.2Capacity; Due Authorization; Enforceability. Subject to obtaining thePartner Consents relating to such Seller, all requisite partnership actionrequired to be taken by Seller for the execution, delivery and performance bySeller of this Agreement and all Related Agreements to which it is a party havebeen duly taken.Seller has thefull legal capacity and legalright, power and authority to enter into this Agreement and any of the RelatedAgreements to whichSeller is a party and to consummate the transactionscontemplated hereby and thereby. Subject to obtaining the Partner Consentsrelating to such Seller, this Agreement has been duly executed and delivered bySeller,and this Agreement and each of the RelatedAgreements to which Seller is a party, upon execution and delivery, will be alegal, valid and binding obligation of Seller, enforceable in accordance withtheir respective terms, except in each case to the extent that such enforcementmay be subject to applicable bankruptcy,reorganization, insolvency, moratorium or similar laws ofgeneral application affecting the rights andremedies of creditors or secured parties, and that the availability of equitableremedies including specific performance and injunctive relief may be subject toequitable defenses and the discretion of the court before which any proceedingtherefor may bebrought.

4.3Absence of ConflictingAgreements.
The execution and delivery of this Agreement and theRelated Agreements to which Seller is a party and the consummation of thetransactions contemplated hereby and thereby provided that all of the RequiredConsents and the Partner Consents are obtained will not (a) violateSeller's partnership agreements; or (b) except as would not result in aMaterial Adverse Effect, violate any Legal Requirement applicable to Seller, theSeller's Assets or the Seller's Systems; (c) except as would not result ina Material Adverse Effect, conflict with or result in any breach of or defaultunder any contract, note, mortgage or agreement to which Seller is a party or bywhich Seller is bound.

Except for the Required Consents relating to Sellerlisted 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 theconsummation of the transactions contemplated in this Agreement and the RelatedAgreements in accordance with the terms hereof and thereof.

4.4Financial Statements; Absence of Undisclosed Liabilities; AccountsReceivable. Seller has delivered to Buyer true and correct copies of thefinancial statements identified in Schedule 4.4 relating to such Seller(collectively, the "Financial Statements"). The Financial Statements areinaccordance with thebooks and records of Seller and have been prepared in accordancewithGAAP and were audited at year end by Sellers certifiedpublic accountants. In addition, Sellers will provide updated financialsincluding the 2002 audited financials for the Public Partnerships, (excludingEnstar 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 ofbusiness and has not:
made any sale, assignment, lease or other transfer ofassets used or usable in connection with the Seller's Systems other than in theordinary course of business (unless such assets were unnecessary orobsolete);

made or promised any material increase in the salary orother compensation payable or to become payable to any Employee of Seller otherthan in the ordinary course of business including year end bonus and annualincrease or as contemplated under any employment arrangement currently ineffect; or

experienced any occurrence or been involved in anytransaction which, individually or in the aggregate, could reasonably beexpected to have a Material Adverse Effect.

4.6 RealProperty;Leases.

Schedule 4.6(a)
 contains a list of the parcels ofReal Property owned by Seller and used in the operation of the Seller's Systemswhich site shall be included in the Assets. 

Schedule 4.6(b)
 contains a list of the leasesunder which Seller is lessee of any Real Property owned by any third party("
Real Property Leases
"). Leases listed in 
Schedule 4.6(b)
 havebeen disclosed to Buyer.

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

4.7PersonalProperty.
Seller owns and has good title to all of its tangiblepersonal properties and intangible properties included within the Seller'sAssets.

Schedule 4.7(b)
 contains a list, as of the datehereof, of each lease or other agreement or right, under which Seller is lesseeof, or hold or operate, any machinery, equipment, vehicle or other tangiblepersonal property owned by a third party ("
Personal Property Leases
")other than such Personal Property Lease involving, individually, payments lessthan $10,000 or that is terminable on sixty (60) days notice or less.

4.8Governmental Authorizations.Identified in Schedule 4.8 are all of the Governmental Authorizations held bySeller and issued in connection with the Seller's Systems or the operationthereof or held by Seller or issued by any Governmental Authority with respectto the Seller's Systems authorizing Seller to install, construct, own or operatecable television systems within the jurisdiction of the issuing body orauthority thereof. Copies of all the Governmental Authorizations listed inSchedule 4.8 have been delivered to Buyer.Except as set forth inSchedule 4.8, to Seller's Knowledge, a written request for renewal hasbeen timely filed pursuant to Section 626(a) of the Cable Act with the properGovernmental 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 operateswithout a written Franchise or Governmental Authorization.

4.9Agreements.
Except as set forth in 
Schedule 4.9
, as of thedate as of this Agreement, with respect to the Seller's Assets or operation ofthe Seller's Systems, Seller is not a party to or boundby:

any contract for the purchase, sale or lease of realproperty or any option to purchase or sell real property;

any multiple dwelling unit agreements (covering onehundred (100) or more units), and written agreement with subscribers for cabletelevision service or written hotel and motel agreement, except for suchagreements as have been entered into in the ordinary course of business;or

any other contract, agreement, commitment, understandingor 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 andother 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 instrumentsreferred to in Sections 4.6(b), 4.7(b) and 4.10, as well as such Agreements asare not required to be listed in any Schedule hereto, the "
Agreements
").To Seller's Knowledge Seller has delivered to Buyer copies of all writtenAgreements that are identified in 
Schedule 4.9
. 

4.10Pole Attachment Agreements; Related Agreements. Schedule 4.10contains a list, as of the date hereof, of all contracts, agreements andunderstandings (other than the Governmental Authorizations listed in Schedule4.8 and the Agreements described in Section 4.9) with respect to theSeller's Assets or Seller's Systems to which Seller is a party or by which it isbound relating to: (i) the use of any publicutility facilities including, without limitation, all pole line,joint pole or master contracts forpole attachment rights and the use of conduits (herein called"Pole AttachmentAgreements"), (ii) the use of any microwave or satellite transmissionfacilities or (iii) the sale of cablecast time to third parties foradvertising or other purposes. Except as set forth in Schedule 4.10A, toSeller's Knowledge, Seller has delivered to Buyer copies of all Pole AttachmentAgreements and other agreements and instruments referred to in Schedule4.10.

4.11Retransmission Consent and Must-Carry; Rate Regulation; CopyrightCompliance.
Set forth in 
Schedule 4.11
 is a list of thestations within the Seller's Systems that have elected "must-carry" orretransmission consent status pursuant to the Cable Act. To Seller's Knowledge,each station carried by the Seller's Systems is carried pursuant to aretransmission consent agreement, "must-carry" election or other programmingagreement.

Seller has filed with the Copyright Office all requiredstatements of account with respect to the Seller's Systems that were required tohave been filed since July 1, 1999 in accordance with the Copyright Act of 1976and regulations promulgated pursuant thereto (collectively referred to herein asthe "
Copyright Act
"), and Seller has paid all royalty fees payable withrespect to the Seller's Systems since July 1, 1999. Seller has delivered toBuyer copies of all statements of account referred to in this Section4.11(b).

Seller has not received any written notice that, and toSeller's Knowledge is there no reason to believe that, since November 12, 1999it or the Seller's Systems: (i) are not or have not been in compliance inall material respects with the Communications Act and all applicable rules ofthe FCC, except for such non-compliance which would not be reasonably expectedto have a Material Adverse Effect; or (ii) have not made all materialfilings required to be made by it with the FCC in connection with Seller'sSystems or provided all material notices to customers of Seller's Systemsrequired under the Communications Act and the FCC's rules and regulations, otherthan such filings and notices, the failure of which to be made or provided wouldnot be reasonably expected to have a Material Adverse Effect.
Schedule 4.11
 sets forth the cable television service rates chargedin Seller's Systems. Seller has not, since November 12, 1999, received anynotice that any of such rates are not permitted rates under the rules andregulations of the FCC. 
Schedule 4.11
 also sets forth a list, as ofthe date hereof, of all pending rate complaints on file at the FCC with respectto Seller's Systems.

4.12Litigation. Except as set forth in Schedule 4.12, there is no claim,legal action, arbitration or other legal, governmental, administrative or taxproceeding or any order, complaint, decree or judgment pending, or to Seller'sKnowledge threatened or relating to the Seller's Systems other than (i) FCCand other proceedings generallyaffecting the cabletelevision industry and notspecific to Seller; and (ii) routine collection actions with respect to thepayment by subscribers for services rendered by Seller and other proceedings andactions arising in the ordinary course of business that are covered by Seller'sinsurancepolicies.

4.13Compliance 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 Sellerhas 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 theSeller'sAssets.

4.14Employee BenefitPlansAll Employee Plans and Compensation Arrangementsproviding benefits to Employees or Employees of the Seller's Systems whoseemployment terminated since November 12, 1999 ("
Systems Plans
") arelisted in 
Schedule 4.14(a)
. Except as disclosed in 
Schedule4.14(a)
, there are no new Employee Plan or Compensation Arrangement or anyamendment to an existing Employee Plan or Compensation Arrangement that willaffect the benefits of Employees or former Employees of the Seller's Systems andthat is to become effective after the date of this Agreement.

Each Employee Plan and Compensation Arrangement has beenestablished, maintained, operated and administered in accordance with its ownterms and, where applicable, ERISA, the IRC, and any other applicable LegalRequirement. 

To Seller's Knowledge no lien has arisen under Section412 of the IRC or Section 302 of ERISA in favor of any SystemsPlan.

4.15Labor Relations; Employees.
Seller is not a party to any collective bargainingagreement or other contract with any labor organization regarding any of theEmployees of the Seller's Systems; Seller has not recognized any union or othercollective bargaining representative of any group of Employees of the Seller'sSystems; and no union or other collective bargaining representative has beencertified as representing any of the Employees of the Seller's Systems.

There currently is no (i) unfair labor practicecharge or complaint against Seller involving any Employee of the Seller'sSystems pending before the National Labor Relations Board, any state laborrelations board or any court or tribunal, (ii) grievance or other claiminvolving any Employee of the Seller's Systems pending before any GovernmentalAuthority against Seller, or (iii) arbitration proceeding arising out of orunder any collective bargaining agreement pending before any GovernmentalAuthority against Seller involving any Employee of the Seller'sSystems;

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

4.16Environmental Matters. Except as set forth in Schedule 4.16, andexcept for any such noncompliance of an insubstantial nature that has beenremedied as required byapplicable Environmental Laws:(a) Seller's operations and the Assets with respect to the Seller's Systemshave complied and comply in all material respects with all applicableEnvironmental Laws; (b) SellerNhas not used the Real Property forthe manufacture, transportation, treatment, storage or disposalof Hazardous Substances except forgasoline and diesel fuel and such use of Hazardous Substances (in cleaningfluids, solvents and other similar substances) customary in the construction,maintenance and operation of cable television systems and in amounts or undercircumstances that would not reasonably be expected to give rise to materialliability forRemedial Action, and Except as setforth in Schedule 4.16, to Seller's Knowledge, no underground storagetank is located under any of the Real Property, and to Seller's Knowledge, noneof the Real Property has been used as a gasoline service station or any otherfacility for storing, pumping, dispensing or producing gasoline or anyother petroleum products or wastes. Seller has delivered toBuyer any existing assessments, studies, reports and surveys relating to theenvironmental condition of the Real Property, including but not limited to thepresence or alleged presence of Hazardous Substances at or onthe RealProperty, that are in the possession or under the control of Seller.

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

4.18Information on the Systems and Subscribers.

Schedule 4.18
 sets forth a materially accuratestatement 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 totalnumber of Subscribers served at each level of basic and premium; (ii) thebandwidth capacity specified in MHz; (iii) the channel line-up and rate card and(iv) the plant miles.

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

5.Representations and Warranties ofBuyer.

Buyer represents and warrants to Sellers that the followingstatements are true and correct:
5.1Organization, 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 nowbeing operated and to execute and deliver this Agreement and carry out thetransactions contemplated hereby. On theClosingDate, Buyer will be qualified to do business in all jurisdictions where theownership and operation of the Assets and Systems requires such qualification.
5.2 Capacity; Due Authorization; Enforceability. Allrequisite limited liability company action required to be taken by Buyer for theexecution, delivery and performance by Buyer of this Agreement and all RelatedAgreements to which Buyer is a party have been duly performed.Buyer has the full legal capacity and legal right, powerand authority to enter into this Agreement and the Related Agreements and toconsummate the transactions contemplated hereby and thereby. This Agreement hasbeen duly executed and delivered by Buyer and is, and thisAgreementand each of the Related Agreements to which Buyer is a party, upon execution anddelivery, will be, a legal, valid and binding obligation of Buyer, enforceablein accordance with its respective terms, except in each case to the extent thatsuch enforcement may be subject to applicable bankruptcy, reorganization,insolvency, moratorium or similar laws of general application affecting therights and remedies of creditors or secured parties, and that the availabilityof equitable remedies including specific performance and injunctive relief maybe subject to equitable defenses and the discretion of the court before whichany proceeding therefor may bebrought.

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

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

5.5Financial Capability. Buyer has the financial capability, including toobtain financing, necessary to consummate the transactions contemplated in thisAgreement, in accordance with the terms hereof, including payment of thePurchasePrice.

5.6 Brokers. Neither Buyer nor any Person acting onits behalf has dealt with any broker or finder in connection with thetransactions contemplated by this Agreement orincurred any liability for anyfinders' or brokers' fees or commissions in connection with the transactionscontemplated by this Agreement.

6.Covenants of Sellers andBuyer.

6.1Continuity and Maintenance of Operations.From the date of this Agreement until the ClosingSellers (i) will operate their business in the ordinary course and carry ontheir business as currently conducted; (ii) will not purchase sell or dispose ofany material assets nor incur any material liabilities; (iii) will not increasethe compensation of any employee other than in the ordinary course (except asmay be required by a collective bargaining agreement of which there are noneaffecting the Systems at the date of execution of this Agreement) (iv) will notoffer promotional sales of video services without the consent of Buyer whichshall not be unreasonably withheld (v) will not enter into any materialagreement with any Franchise Authority without the consent of Buyer, which shallnot be unreasonably withheld; and (vi) will maintain compliance with all stateand federal requirements and filings. Risk of loss due to acts of God or othercasualty between the date of this Agreement until the Closing shall be borne bySellers.

6.2Access to Sellers;Confidentiality.
Upon reasonable advance notice, Sellers shall afford toBuyer or authorized representatives of Buyer reasonable access during normalbusiness hours to the Systems offices and properties and the operation thereof.

Until Closing Buyer (i) shall use reasonable effortsto, and to cause its representatives and the employees, representatives andagents of Buyer's equity and financing sources to hold in strict confidence allinformation furnished to any of them by Sellers in connection with thetransactions contemplated by this Agreement that is not otherwise available tothe public (the "
Confidential Information
"), and (ii) shall not,without the prior written consent of Sellers, release or disclose anyConfidential Information to any other person, except (A) to the extentrequired 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 AntitrustDivision of the Department of Justice ("
DOJ
"), the SEC and the InternalRevenue Service (it being understood that any such filing may include the filingof a copy of this Agreement), (C) to Buyer's equity and financing sourcesand its representatives who are informed by Buyer of the confidential nature ofthe Confidential Information, (D) as necessary to obtain consents to thetransfer of any Franchise or otherwise necessary for the consummation of thetransactions contemplated by this Agreement, and (E) as otherwise permittedby the remainder of this Section. In the event Buyer or any person to whom Buyertransmits Confidential Information pursuant to this Agreement becomes legallycompelled to disclose any of the Confidential Information, Buyer shall provideSellers with prompt notice so that Sellers may seek a protective order or otherappropriate remedy or waive compliance with the provisions of this Section, orboth. In the event that such protective order or other remedy is not obtained,or that Sellers waive compliance with the provisions of this Section, Buyershall furnish only that portion of the Confidential Information which is legallyrequired.

6.3Notification.Eachparty shall promptly notify the other of any action, suit, proceeding orinvestigation that is instituted or threatened against such party torestrain, prohibit orotherwise challenge the legality or propriety of any transaction contemplated bythis Agreement.

6.4 NoPublic Announcement. Prior to the Closing Date, no party shall, without theapproval of the other, make any press release or other public announcementconcerning the transactions contemplated by thisAgreement, except as and to the extentrequired for Sellers to obtain the Partner Consents orany of the Required Consents, including but not limited to any filings with theSEC necessary in connection therewith.
6.5Regulatory Filings. Buyer and Sellers acknowledge that this transaction isbelow the filing threshold of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and that no suchfiling is required.

6.6Employees; Employee Benefits.

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

6.7Required Consents.
Following the execution hereof, until the Closing Date,each Seller shall use commercially reasonable efforts, and Buyer shall cooperatein good faith with each Seller, to obtain all Required Consents, includingRequired Consents under the Franchises, Licenses and Agreements. Each Seller andBuyer 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 anadditional ten (10) days, if reasonably necessary for a party to complete itsapplication), all applications (including FCC Forms 394 or other appropriateforms, to the extent such Seller determines they are necessary or appropriate)required to be filed with the FCC and any other Governmental Authority that arenecessary for the assignment to Buyer, in connection with the consummation ofthe transactions contemplated by this Agreement, of the GovernmentalAuthorizations. The parties shall also make appropriate requests, as soon aspracticable after the date hereof, for any Required Consent required under anyAgreement. Following the execution hereof, until the Closing Date, each Sellershall timely send all required renewal letters with respect to the franchisespursuant to Section 626(a) of the Cable Act with the proper GovernmentalAuthority. Notwithstanding subsection (b)(i) hereof, and subject tosubsection (b)(ii) hereof, nothing in this Section shall require the expenditureor 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 anyother consideration by Buyer or a Seller, provided that each Seller shall beliable for all obligations or liabilities under each Governmental Authorizationor Agreement relating to such Seller during the period prior to the ClosingDate. 

	Buyer agrees that if in connection with the processof obtaining any Required Consent, a Governmental Authority or other Personpurports to require any condition or any change to a Franchise, License orAgreement to which such Required Consent relates that would be applicable toeither Buyer or a Seller as a requirement for granting such Required Consent,which condition or change involves a monetary payment or commitment to suchGovernmental Authority or other Person, either Buyer or such Seller may elect,in its sole discretion, to satisfy such monetary payment or commitment, in whichcase, Buyer and such Seller will accept any condition or change in the Licenseor Agreement to which such Required Consent relates to the extent providedherein.

Subject to the terms of subsection (i) above, each Sellershall not agree, without Buyer's prior written consent, which consent Buyershall grant or withhold in its reasonably exercised discretion, to any adversechange) to the terms of any Governmental Authorization or Agreement as acondition to obtaining any Required Consent to the assignment of suchGovernmental Authorization or Agreement to Buyer. If in connection with theobtaining of any Required Consent, a Governmental Authority or other third partyseeks to impose any condition or adverse change to any GovernmentalAuthorization or Agreement to which such Required Consent relates that would beapplicable to Buyer as a requirement for granting such Required Consent, suchSeller shall promptly notify Buyer of such fact and such Sellers shall not agreeto such condition or adverse change unless Buyer shall, in its reasonablyexercised discretion, consent to such condition or change inwriting.

Buyer shall promptly furnish to any GovernmentalAuthority or other Person from which a Required Consent is requested suchaccurate and complete information regarding Buyer, including financialinformation relating to the cable and other media operations of Buyer, as aGovernmental Authority or other Person may reasonably require in connection withobtaining any Required Consent.

6.8 Useof Transferor's Name. For a period of 180 days after the Closing Date, Buyermay continue (but only to the extent reasonably necessary) to operate theSystems using the name "Enstar" and all derivations and abbreviations of suchname and related trade names and marks in use in the Systems on the ClosingDate, such use to be in a manner consistent withtheway in which Sellers have used the marks. Within 180 days after the ClosingDate, Buyer will discontinue using and will dispose of all items of stationery,business cards and literature bearing such name or marks. Notwithstanding theforegoing, Buyer will not be required to remove or discontinue using any suchname or mark that is affixed to converters or other items in or to beused in customer homes orproperties, or as are used in similar fashion making such removal ordiscontinuation impracticable forBuyer.

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

6.10 TaxMatters. All transfer, documentary, sales, use, stamp, registration andother Taxes and fees (including any penalties and interest), excluding incometaxes, incurred in connection with the transactions consummated pursuant to thisAgreement with respect to the Assets conveyed bya Seller shall be shared equally byBuyer and such Seller. Buyer and each Seller will cooperate in all reasonablerespects to prepare and file all necessary federal, state and local tax returns,taxinformation returns, reports and estimates and otherdocumentation with respect to all such transfer, documentary, sales, use, stamp,registration and other Taxes andfees.

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

6.12Limited Partner Consents. As soon as reasonably practicable following theexecution hereof, the Public Partnerships shall file with the SEC proposed proxymaterials relating to the solicitation of the Limited Partner Consents. Thepublic Sellers shall use reasonable efforts (i) to have such proxymaterials cleared by the SEC (if applicable) so as toenable it to disseminate definitive proxy materials to its respective LimitedPartners, (ii) to disseminate such materials, upon receipt of SEC clearance, toits respective Limited Partners and (iii) thereafter to obtain the LimitedPartner Consents. Sellers shall give Buyer prompt notice when the LimitedPartner Consents have been obtained and when any material developmenthas occurred that causessubstantial doubt as to whether the Limited Partner Consents will beobtained.The Limited Partner Consents are materialconsents.

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

7.  Conditions Precedent To Buyer'sObligations.

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

7.1Representations and Warranties of Sellers. As to the representations andwarranties of a Seller set forth in Section 4, (1) each of those representationsand warranties set forth in Section 4 which is expressly stated to be madesolely as of the date of this Agreement or anotherspecified 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 inSection 4 shall be trueand correct in all respects at and as of the time of the Closing as though madeat 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 andcorrect in all respects to the extent that the effect of the inaccuracies insuchrepresentations and warranties as of theapplicable times does not constitute a Material AdverseEffect.

7.2Covenants. Sellers shall have performed and complied with all covenants andagreements required by this Agreement to be performed or complied with by itprior to or at theClosing.

7.3Consents. The Material Consents shall have beenobtained

7.4Judgment. There shall not be in effect on the date on which the Closing isto occur any judgment, decree, order or other prohibition having the force oflaw that would prevent or make unlawful the Closing; provided, that theBuyer shall have used commercially reasonableefforts to prevent the entry of any such judgment, decree, order or other legalprohibition and to appeal as expeditiously as possible any such judgment,decree, order or other legal prohibition that may beentered.
7.5Delivery of Certificates and Documents. Each Seller shall have furnished toBuyer thefollowing:
a certificate of the Secretary or Assistant Secretary ofEnstar as to (i) the partnership agreements of such Seller; (ii) allactions taken by and on behalf of such Seller and the General Partners toauthorize the execution, delivery and performance of this Agreement and theRelated Agreements and (iii) the incumbency of officers signing this Agreementand any Related Agreement on behalf of such Seller;

a certificate of an executive officer of Enstar,certifying on behalf of such Seller that the conditions set forth in Sections7.1 7.2 and 7.3 have been met; 

the Bill of Sale and Assignment and Assumption Agreement,duly executed by such Seller;

the Indemnity Escrow Agreement, duly executed by suchSeller;

a deed, in form and substance reasonably satisfactory toSeller and Buyer, conveying title to each parcel of Real Property owned by suchSeller to Buyer;

copies of all Material Consents obtained on or prior toClosing; 

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

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

7.6 Partner Consents. ThePartner Consents shall have beenobtained.. Notwithstanding anything contained herein to thecontrary, in the event that the Partner Consents relating to the Primary Systemshave been obtained, this condition shall be deemed satisfied for a PartialClosing with respect to the Systems and Sellers for which Partner Consents havebeen obtained.

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

7.8 Seller will cause one of its affiliates to agree to enterinto a master advertising sales agreement a form of which is attached hereto asExhibit G with Buyer which covers the Systems on terms mutually agreeable to theparties. 

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

8.  Conditions Precedent to Sellers'Obligations.

A Seller's obligation to sell, assign, transfer and deliverthe Seller's Assets to Buyer hereunder are subject to the satisfaction or waiverat or prior to the Closing Date (as provided herein) of the followingconditions:

8.1Representations and Warranties of Buyer. As to the representations andwarranties of Buyer set forth in Section 5, (1) each of those representationsand warranties set forth in Section 5 which is expressly stated to be madesolely as of the date of this Agreement or another specified date shall be trueand correct in all respects as of such date, without regardtoNthemateriality or Material Adverse Effect qualifiers set forth therein, and (2)each of the otherrepresentations and warranties of Buyer set forth inSection 5 shall be true and correct in all respects at and as of the time of theClosing as though made at and as of that time, without regardto the materiality or MaterialAdverse Effect qualifiers set forth therein; provided that for purposes of eachof clauses (1) and (2) above, the representations and warranties shall be deemedtrue and correct in all respects to the extent that the aggregate effect of theinaccuracies in such representations and warranties as of the applicable timesdoes not constitute a Material AdverseEffect.

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

8.3Material Consents. The Material Consents issued by Governmental Authoritiesshall have been obtained Buyer acknowledges thatSellers may not be able to obtain long term franchises for all franchise areastherefore Sellers shall only be required to use commercially reasonable effortsto transfer current franchises, obtain a permit or temporary franchise to grantBuyer the authority to operate in the communities not currently under franchise,until a long term franchise agreement can be obtained by Buyer after theClosing. Buyer agrees to accept the franchise for the City of Covington, as isand Sellers shall have no obligations with the respect to transferring thatfranchise. 

8.4Judgment. There shall not be in effect on the date on which the Closing isto occur any judgment, decree, order or other prohibition having the force oflaw that wouldprevent or make unlawful the Closing;provided that Sellers shall have used commerciallyreasonable efforts to prevent the entry of any suchjudgment, decree, order or other legal prohibition and to appeal asexpeditiously as possible any such judgment, decree, order or other legalprohibition that may beentered.

8.5 Partner Consents. ThePartner Consents shall have beenobtained. Notwithstandinganything contained herein to the contrary, in the event that the PartnerConsents relating to the Primary Systems have been obtained, this conditionshall be deemed satisfied for a Partial Closing with respect to the Systems andSellers for which Partner Consents have been obtained.