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EXHIBIT 4.13
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 20, 1997, among
XxxXxxxxx Holdings, L.P. ("Assignor"), Xxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxxxx and
Xxxxxxx X. Xxxxxx (each an "Assignee").
WITNESSETH:
WHEREAS, Assignor is a party to the Stockholders, Registration Rights and
Voting Agreement, dated as of April 8, 1993 (the "Agreement"), among American
Media, Inc. (formerly Enquirer/Star Group, Inc.) (the "Company"), Assignor,
Boston Ventures Limited Partnership III, Boston Ventures Limited Partnership
IIIA and, for limited purposes, The Scottish Investment Trust PLC and CBC
Capital Partners, Inc.;
WHEREAS, each Assignee is a general partner of Assignor;
WHEREAS, on the date hereof, Assignor has distributed its shares of common
stock of the Company to the Assignees in the following proportions:
Xxxxx X. Xxxxxxxx -- 80%;
Xxxxxxx Xxxxxxxxxx -- 10%; and
Xxxxxxx X. Xxxxxx -- 10%;
WHEREAS, Assignor desires to assign to the Assignees its rights and certain
obligations under the Agreement; and
WHEREAS, each Assignee desires to accept such assignment and obligations;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Assignor hereby assigns all of its rights in and under the
Agreement to the Assignees in the proportions set forth above.
2. Each Assignee hereby assumes the obligations of Assignor under the
Agreement (with the exception of the obligations contained in Section 6
thereof) from and after the date hereof.
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IN WITNESS WHEREOF, the parties hereto set their hands as of the date first
above written.
XXXXXXXXX HOLDINGS, L.P.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
General Partner
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
/s/ XXXXXXX XXXXXXXXXX
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Xxxxxxx Xxxxxxxxxx
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Accepted and agreed to as of
the date first above written:
BOSTON VENTURES LIMITED PARTNERSHIP III
By Boston Ventures Company Limited
Partnership III, its General
Partner
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: SLP
BOSTON VENTURES LIMITED PARTNERSHIP IIIA
By Boston Ventures Company Limited
Partnership III, its General
Partner
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: SLP
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