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EXHIBIT 2.18
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
September 15, 1995, is made and entered into by and between Xxxxx Intercable,
Inc., a Colorado corporation ("JIC"), and Xxxxx Cable Holdings, Inc., a Colorado
corporation ("JCH").
RECITALS
A. JCH is a wholly-owned subsidiary of JIC and was formed to be the
principal legal entity within JIC to own and operate cable television systems in
the United States. In furtherance of this purpose, JIC intends to convey to JCH
certain cable television systems that it owns, as well as the stock of the JIC
subsidiaries which own cable television systems.
B. JIC is party to: (i) that certain Purchase and Sale Agreement, dated as
of August 11, 1995 (the "Tampa Purchase Agreement"), with Cable TV Fund 12-BCD
Venture ("12-BCD"), pursuant to which JIC agreed to purchase from 12-BCD the
assets of the cable television system operating in Tampa, Florida; (ii) that
certain Purchase and Sale Agreement, dated as of August 11, 1995 (the
"Orangeburg Purchase Agreement"), with Xxxxx Cable Income Fund 1-B, Ltd. ("Fund
1-B"), pursuant to which JIC agreed to purchase from Fund 1-B the assets of the
cable television system operating in and around Orangeburg, South Carolina;
(iii) that certain Purchase and Sale Agreement, dated as of August 11, 1995 (the
"Carmel Purchase Agreement"), with IDS/Xxxxx Growth Partners 87-A, Ltd.
("87-A"), pursuant to which JIC agreed to purchase from 87-A the assets of the
cable television systems operating in and around Carmel, Indiana; (iv) that
certain Purchase and Sale Agreement, dated as of September 5, 1995 (the "Ripon
Purchase Agreement"), with Xxxxx Spacelink Income/Growth Fund 1-A, Ltd. ("Fund
1-A"), pursuant to which JIC agreed to purchase from Fund 1-A the assets of the
cable television system operating in and around Ripon, Wisconsin; (v) that
certain Purchase and Sale Agreement, dated as of September 5, 1995 (the
"Manitowoc Purchase Agreement"), with Cable TV Joint Fund 11 ("Fund 11"),
pursuant to which JIC agreed to purchase from Fund 11 the assets of the cable
television system operating in Manitowoc, Wisconsin; (vi) that certain Purchase
and Sale Agreement, dated as of September 5, 1995 (the "Lake Geneva Purchase
Agreement"), with Xxxxx Spacelink Income/Growth Fund 1-A, Ltd. ("Fund 1-A"),
pursuant to which JIC agreed to purchase from Fund 1-A the assets of the cable
television system operating in and around Lake Geneva, Wisconsin; (vii) that
certain Purchase and Sale Agreement, dated as of September 5, 1995 (the "Lodi
Purchase Agreement"), with Xxxxx Spacelink Income Partners 87-1, L.P. ("87-1"),
pursuant to which JIC agreed to
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purchase from 87-1 the assets of the cable television systems operating in and
around Lodi, Ohio; (viii) that certain Asset Exchange Agreement, dated as of
August 11, 1995 (the "TWEAN Exchange Agreement"), with Time Warner
Entertainment-Advance/Xxxxxxxx Partnership ("TWEAN"), pursuant to which JIC has
agreed to convey to TWEAN substantially all of the assets relating to the cable
television systems operating in and around Tampa, Florida, Orangeburg, South
Carolina, and Carmel, Indiana, and $3.5 million in cash, and TWEAN agreed to
convey to JIC substantially all of the assets relating to the cable television
systems operating in and around Prince George's County, Maryland and Fairfax
County (Reston), Virginia; and (ix) that certain Asset Exchange Agreement, dated
as of September 1, 1995 (the "TWE Exchange Agreement"), with Time Warner
Entertainment Company, L.P. ("TWE"), pursuant to which JIC agreed to convey to
TWE substantially all of the assets relating to the cable systems operating in
and around Hilo, Hawaii, Lodi, Ohio, Manitowoc, Wisconsin, Lake Geneva,
Wisconsin, Kenosha, Wisconsin and Ripon, Wisconsin, and TWE agreed to convey to
JIC substantially all of the assets of the cable television systems operating in
and around Savannah, Georgia, and $4 million in cash.
C. JIC wishes to assign its rights and obligations under the Tampa Purchase
Agreement, Orangeburg Purchase Agreement, Carmel Purchase Agreement, Ripon
Purchase Agreement, Manitowoc Purchase Agreement, Lake Geneva Purchase
Agreement, Lodi Purchase Agreement, TWEAN Exchange Agreement and TWE Exchange
Agreement (collectively, the "JIC Agreements") to JCH, and JCH is willing to
accept such assignment and assume such obligations.
AGREEMENTS
In consideration of the mutual promises and covenants hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, JIC and JCH hereby agree as follows:
1. Assignment and Assumption. Subject to the terms and conditions of this
Agreement: (a) JIC hereby assigns, conveys and transfers to JCH all of its
right, title and interest under the JIC Agreements, and (b) JCH hereby assumes
and shall pay, discharge and perform all of the obligations and duties of JIC
under the JIC Agreements.
2. Further Assurances. JIC and JCH shall execute and deliver such further
instruments as may be reasonably necessary to carry out the terms of this
Agreement.
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3. Governing Law. The validity, performance and enforcement of this
Agreement shall be governed by the internal laws of the State of Colorado,
without giving effect to the principles of conflicts of law of such State.
XXXXX INTERCABLE, INC.
By: Xxxx X. Xxxxxx
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Title: Group Vice President/Operations
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XXXXX CABLE HOLDINGS, INC.
By: Xxxxxx X. Xxxx
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Title: Acting Vice President
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