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ASSIGNMENT AND ASSUMPTION
OF
ASSET PURCHASE AND SALE AGREEMENT
This Assignment and Assumption of Asset Purchase and Sale Agreement
(this "Assignment") is made as of October 27, 1997, and is by and between
NORTHLAND CABLE TELEVISION, INC., a Washington corporation ("Assignor"), and
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP, a Washington limited
partnership ("Assignee").
RECITALS
A. InterMedia Partners of Carolina, L.P., a California limited
partnership ("InterMedia") and Xxxxx Cable Systems, L.P., a California limited
partnership ("Xxxxx"), currently are engaged in the business of providing cable
television service in and around the communities of (1) the City of Aiken, the
Town of Burnettown, the Town of New Ellenton, the Town of Jackson, and nearby
unincorporated areas of Aiken County, the City of Greenwood, the Town of Ninety
Six, and nearby unincorporated areas of Greenwood and Laurens counties, the Town
of Xxxx Shoals, the Town of Xxxxxx, and nearby unincorporated areas of
Xxxxxxxxx, Xxxxxxx and Abbeville counties, the Town of XxXxxxxxx and nearby
unincorporated areas of XxXxxxxxx County, the Town of Saluda and nearby
unincorporated areas of Saluda County, and the Town of Edgefield, the Town of
Xxxxxxxx, and nearby unincorporated areas of Edgefield County (the
"Greenwood/Aiken Area Systems"), and (2) the City of Bennettsville, the City of
McColl, the Town of Clio, the Town of Xxxxx, and nearby unincorporated areas of
Marlboro County, the City of Barnwell, the Town of Blackville, the Town of Elko,
the Town of Williston, the Town of Xxxxxxxx and nearby unincorporated areas of
Xxxxxxxx County, the City of Bamberg, the City of Denmark, and nearby
unincorporated areas of Bamberg County, and the Town of Allendale, the Town of
Fairfax, and nearby unincorporated areas of Allendale County (the
"Bennettsville/Xxxxxxxx/Xxxxxxx/Allendale Area Systems"), all in the State of
South Carolina.
B. Assignor has entered into that certain Asset Purchase and Sale
Agreement dated as of August 27, 1997 (the "Agreement") with InterMedia and
Xxxxx to purchase substantially all of the assets of InterMedia and Xxxxx used
or useful in connection with the Greenwood/Aiken Area Systems and the
Bennettsville/Barnwell/Xxxxxxx/Allendale Area Systems.
C. Pursuant to Section 12.2 of the Agreement, Assignor desires to assign
all of its rights pursuant to the Agreement relating to the
Bennettsville/Xxxxxxxx/Bamberg/Allendale Area Systems to Assignee, and Assignee
desires to accept such assignment and to assume all associated obligations, all
as more particularly described below.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
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1. Assignment and Assumption. Assignor hereby assigns to Assignee all of
its rights under the Agreement relating to the purchase of all of the assets of
InterMedia and Xxxxx associated with the
Bennettsville/Xxxxxxxx/Bamberg/Allendale Area Systems, and Assignee hereby
assumes all obligations relating to such rights.
2. Payment of Purchase Price by Assignee. In accordance with the
purchase price negotiated with InteMedia and Xxxxx and set forth on Schedule 2.3
of the Agreement, the purchase price to be paid by Assignee for its purchase of
the Bennettsville/Barnwell/Bamberg/Allendale Area Systems is Twenty Million Five
Hundred
Thousand Dollars ($20,500,000).
3. Adjustments and Prorations. All pre- and post-Closing adjustments and
prorations which are to be made under Sections 2.3 and 2.4 of the Agreement with
respect to the Bennettsville/Barnwell/Xxxxxxx/Allendale Area Systems shall be
applied to the purchase price associated with the purchase of such systems. In
the event that any such proration is not attributable to any particular cable
television system, such proration or adjustment shall be applied to the purchase
prices to be paid by each of Assignor and Assignee prorata in accordance with
the proportionate share of the aggregate purchase price to be paid by Assignor
and Assignee.
4. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Washington.
DATED as of the date first mentioned above.
ASSIGNOR: NORTHLAND CABLE TELEVISION, INC.
By ______________________________________
Xxxxx X. Xxxxxx, Vice President
ASSIGNEE: NORTHLAND CABLE PROPERTIES SIX
LIMITED PARTNERSHIP
By: Northland Communications Corporation,
Its Managing General Partner
By ______________________________________
Xxxxx X. Xxxxxx, Vice President
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