ASSIGNMENT AND ASSUMPTION AGREEMENT
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This Agreement ("Agreement") is made on June 26, 1997 among Booth
Communications Carolinas, Inc., a Michigan corporation ("BCC"), and The
Helicon Group, L.P., a Delaware limited partnership ("The Helicon Group").
Capitalized terms not otherwise defined in this Agreement will have the
meanings given to them in the Purchase Agreement (as defined in Recital A
below).
RECITALS
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A. HPI Acquisition Co. LLC., a Delaware limited liability company,
BCC, Booth Communications Carolinas Assets, Inc., a Michigan corporation, and
Booth American Company, a Michigan corporation, are parties to an Asset
Purchase Agreement dated November 21, 1996 (the "Purchase Agreement"),
pursuant to which HPI has agreed to buy, and BCC and BCCA have agreed to
sell, the Purchased Assets. In connection therewith, HPI asked that BCC
transfer the franchise agreements listed on Schedule A attached hereto (the
"Franchise Agreements") to The Helican Group, an affiliate of HPI.
B. This Agreement is executed and delivered at the Closing pursuant
to the agreement of the parties, in good faith and in order to protect the
value of the Franchise Agreements.
Therefore, the parties agree as follows:
1. BCC assigns and The Helicon Group assumes all of BCC's rights and
liabilities under the Franchise Agreements. The Helicon Group assumes no
liabilities or obligations of BCC, other than those set forth in the
Franchise Agreements arising after the date hereof.
2. This Agreement will inure to the benefit of and be binding upon
The Helicon Group and BCC and their respective successors and assigns.
BOOTH COMMUNICATIONS CAROLINAS, INC.,
a Michigan corporation
By: /s/ Xxxxx X. Xxxxx, XX
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Name: Xxxxx X. Xxxxx, XX
Title: President and Chief Executive Officer
THE HELICON GROUP, L.P.,
By: Xxxx Investments, Inc.
Its: General partner
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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SCHEDULE A
HIGH COUNTRY
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(1) Franchise granted by the Town of Blowing Rock, State of North
Carolina, for the benefit of BCC dated August 1, 1995.
(2) Franchise granted by Watauga County, State of North Carolina, for the
benefit of Booth American Company dated June 5, 1995, as assigned to
BCC.
(3) Franchise granted by the Town of Xxxxx, State of North Carolina, for
the benefit of Booth American Company dated January 28, 1993, as
assigned to BCC.
(4) Franchise granted by the town of Beech Mountain, the State of North
Carolina, for the benefit of Alpine Cablevision, Inc. dated June 14,
1983, as assigned to Booth American Company and then BCC.
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