**EXHIBIT2.3**

 

[*] Confidential treatment has been requested for the informationindicated pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended. The copy on file as an exhibit omits the information subject to theconfidentiality request. Such omitted information has been filed separatelywith the Commission.

 

**EXECUTIONCOPY**

 

 

July 15, 2003

 

 

Ron Lataille

Verizon Media Ventures Inc.

c/o Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York  10036

 

Dear Mr. Lataille:

 

Verizon Media Ventures Inc., a Delaware corporation (“**Seller**”), and Knology New Media, Inc., aDelaware 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 forththe obligation of Seller to “cooperate fully with Buyer in obtaining necessaryConsents, including helping to arrange and facilitate Buyer’s negotiations withFranchising Authorities or any other Governmental Entity and other third partieswith respect to the Consents.”  Sellerand Buyer desire to further clarify such obligation of Seller in this letteragreement (“**Letter Agreement**”).  Seller and Buyer also desire to furtherclarify the documents that embody the entire agreement of Seller and Buyer withrespect to the subject matter of the Purchase Agreement, the AncillaryAgreements (including this Letter Agreement) and the Non-Disclosure Agreement.

 

In furtherance of theforegoing, Seller and Buyer have agreed to the following:

 

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

# ** **

# **2.**               In further clarificationof Seller’s obligations under Section 7.8(c) of the Purchase Agreement, Sellerand Buyer agree that Seller shall bear any costs required to remedy any item ofnoncompliance existing prior to the applicable Closing by Seller with the termsof the

# ** **

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# **Franchises; provided, however, Seller shall not berequired to pay more than $[ * ], in the aggregate, pursuant to this provision.**

# ** **

# **3.**               (a)  [ * ].

 

(b)  [ * ].

 

# **4.**               Seller and Buyer furtheragree that the Purchase Agreement (including all schedules and exhibits theretoand certificates delivered thereunder), the Ancillary Agreements (includingthis Letter Agreement) and the Non-Disclosure Agreement embody the entireagreement and understanding between Seller and Buyer with respect to thesubject matter thereof and hereof and supersede all prior agreements andunderstandings 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 otherwhich are not explicitly set forth therein and herein.

# ** **

# **5.**               Other than as expresslyset forth above, nothing contained herein shall constitute a waiver ormodification of, impair or otherwise affect any obligations or any rights ofSeller or Buyer under the Purchase Agreement or the Ancillary Agreements, allof 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 willconstitute one and the same instrument, and may be delivered via facsimile

 

***[Signatures appear on following page]***

 

 

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If this LetterAgreement accurately reflects the agreement of Seller and Buyer, please executethis Letter Agreement where indicated below and return a copy to theundersigned.

 
|                             | Very truly yours,           |
|----------------------------------|-----------------------------|
|                             |                        |
|                             | **KNOLOGY NEW MEDIA, INC.** |
|                             |                        |
|                             | By:                         |  /s/ | Rodger L. Johnson |   |
|                             | Name:                       |   | Rodger L. Johnson |   |
|                             | Title:                      |   | President and CEO |   |
|                             |                        |
|                             |                        |
| Accepted and Agreed to:          |                        |
|                             |                        |
| **VERIZON MEDIA VENTURES, INC.** |                        |
|                             |                        |
| By:                              |  /s/                   | John P. Fitzgerald |   |   |
| Name:                            |                        | John P. Fitzgerald |   |   |
| Title:                           |                        | Executive Director |   |   |
|                                  |                             |  |  |  |  |  |  |  |  |

 

 

**[CounterpartSignature Page to Side Letter Agreement]**

 

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