ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.44
This
Assignment and Assumption Agreement (this
“Assignment”), dated as of August 15,
2007, is from Old UGC, Inc., a Delaware corporation formerly known as UnitedGlobalCom, Inc. (the
“Assignor”), and UnitedGlobalCom, Inc, a Delaware corporation (the “Assignee”), and
relates to that certain Split Dollar Life Insurance Agreement (the “Split Dollar
Agreement”) made effective on February 15, 2001, between Assignor and Xxxx X. Xxxxxxxxx, Xxxx
X. Xxxxxx and Xxxxx X. Xxxxxxx, as trustees under The Xxxx X. Xxxxxxxxx 2001 Trust, dated February
12, 2001 (the “Trust”). Capitalized terms used but not defined herein have the meanings
given to them in the Split Dollar Agreement.
RECITALS:
WHEREAS, the Assignor desires to assign all of its rights and delegate all of its obligations
under the Split Dollar Agreement to Assignee and Assignee desires to accept such assignment and to
assume all obligations of the Assignor under the Split Dollar Agreement; and
WHEREAS, the Trust desires to consent to the assignment by the Assignor to Assignee of all of
its rights and the delegation of its obligations under the Split Dollar Agreement in accordance
with this Assignment and to the release of all obligations of the Assignor owed to the Trust under
the Split Dollar Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the Assignee all of the Assignor’s right, title and
interest in, to and under the Split Dollar Agreement, including the Corporation’s Interest in each
Policy and any and all interests of the Assignor in any collateral assignments referred to in
Section 3 of the Split Dollar Agreement that have been executed in favor of Assignor.
(b) The Assignee hereby assumes each and every obligation of the Assignor under the Split
Dollar Agreement and hereby agrees for the benefit of the Trust to perform each such obligation.
(c) As a result of the foregoing assignment and assumption and in accordance with Section 7 of
the Split Dollar Agreement, the Assignee shall be substituted for the Assignor as a party to the
Split Dollar Agreement and all obligations of the Assignor owed under the Split Dollar Agreement
are hereby released and forever discharged.
2. Governing Law. This Assignment shall be governed by and construed in accordance with the
laws of the State of Colorado, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws.
3. Entire Agreement; Binding Effect. This Assignment contains the entire understanding by and
among the parties hereto with respect to the subject matter hereof and shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective duly authorized officers as of the day and year first above written.
| OLD UGC, INC. |
||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | VP | |||
| UNITEDGLOBALCOM, INC. |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxxxx | |||
| Title: | SVP | |||
CONSENT TO ASSIGNMENT AND RELEASE
Xxxx X. Xxxxxxxxx, Xxxx X. Xxxxxx and Xxxxx X. Xxxxxxx, as trustees under the Trust, hereby
consent on behalf of the Trust to (i) the assignment by the Assignor to Assignee of all of its
rights and the delegation of all of its obligations under the Split Dollar Agreement in accordance
with the foregoing Assignment; (ii) the substitution of the Assignee for the Assignor as a party to
the Split Dollar Agreement; and (iii) the release and discharge of all obligations owed by the
Assignor under the Split Dollar Agreement.
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx, as trustee under The Xxxx X. Xxxxxxxxx 2001 Trust dated February 12, 2001 | ||||
| /s/ Xxxx X. Xxxxxxxxx | ||||
| Xxxx X. Xxxxxxxxx, as trustee under The Xxxx X. Xxxxxxxxx 2001 Trust dated February 12, 2001 | ||||
| /s/ Xxxxx X. Xxxxxxx | ||||
| Xxxxx X. Xxxxxxx, as trustee under The Xxxx X. Xxxxxxxxx 2001 Trust dated February 12, 2001 | ||||
