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EXHIBIT 2.2
JOINDER AND ASSUMPTION AGREEMENT
THIS JOINDER AND ASSUMPTION AGREEMENT (this "Agreement") is made as of
June 30, 2000 (the "Effective Date") by IMG Holdings, Inc., a Delaware
corporation ("IMGH"), Independent Media Holdings, Inc., a Delaware corporation
("Holdings"), and Independent Media Group, Inc., a Wisconsin corporation ("IMG";
collectively, IMGH, Holdings and IMG are referred to herein, jointly and
severally, as the "Joining Parties") in favor of Liberty Group Michigan
Holdings, Inc., a Delaware corporation (the "Buyer"). Capitalized terms used
herein without definition shall have the respective meanings ascribed to them in
that certain Asset Purchase Agreement, dated as of June 29, 2000, by and among
the Midwest Publishing Statutory Trust, a Connecticut statutory trust (the
"Trust"), and the Buyer (the "Purchase Agreement").
R E C I T A L S
WHEREAS, the Trust and the Buyer are parties to the Purchase Agreement,
pursuant to which the Buyer has agreed to purchase substantially all of the
assets of the Joining Parties relating to the Business;
WHEREAS, the Trust, the Buyer and Cooperatieve Centrale
Raffeisen-Boerenleenbank B.A., New York Branch are parties to an Escrow
Agreement, dated as of June 30, 2000 (the "Escrow Agreement");
WHEREAS, the Trust has become the sole stockholder of IMGH pursuant to
that certain Agreement and Plan of Merger, dated as of June 30, 2000 (the
"Merger Agreement"), between the Trust, MPST Corporation, a Delaware corporation
and a wholly owned subsidiary of the Trust, IMGH and certain stockholders of
IMGH;
WHEREAS, IMGH is the sole stockholder of Holdings, which is the sole
stockholder of IMG;
WHEREAS, as of June 30, 2000, IMG has become successor by merger to IMG
Michigan Newspapers, Inc. ("IMGM") which was a previously wholly-owned
subsidiary of IMG;
WHEREAS, it is a condition to the consummation of the Purchase
Agreement that upon the Trust's acquisition of IMGH, the Joining Parties enter
into an agreement pursuant to which they become parties to the Purchase
Agreement;
WHEREAS, it is a covenant in the Escrow Agreement that, upon the
Trust's acquisition of IMGH, the Joining Parties enter into an agreement
pursuant to which they become parties to the Escrow Agreement;
WHEREAS, the Joining Parties will derive substantial benefits from the
consummation of the transactions contemplated by the Purchase Agreement and the
Escrow Agreement;
NOW THEREFORE, in consideration of the terms and conditions contained
herein and of other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
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1. Joinder.
(a) Each of the Joining Parties hereby agrees to become, and hereby
does become, a party to the Purchase Agreement, in the capacity of a Seller, as
if such Joining Party had executed the Purchase Agreement, to the full extent
under and possessing all of the rights, obligations, covenants, agreements and
liabilities of a "Seller" and a "Seller Group Entity" as such terms are used in
the Purchase Agreement.
(b) Each of the Joining Parties hereby agrees to become, and hereby
does become, a party to the Escrow Agreement as if such party had executed the
Escrow Agreement.
2. Assumption. Each Joining Party hereby agrees to assume, and hereby
does assume, each and every obligation, covenant, agreement and liability of the
"Sellers" and the "Seller Group Entities" set forth in the Purchase Agreement.
Each Joining Party agrees to jointly and severally assume the Trust's
liabilities, covenants, agreements and obligations under the Escrow Agreement.
3. Effect of Agreement. It is hereby agreed that, except as specifically
provided herein, this Agreement does not in any way amend, modify, alter, affect
or otherwise impair the terms, conditions and other provisions of the Purchase
Agreement or the Escrow Agreement, or the obligations of the Trust thereunder,
and all terms, conditions and other provisions of the Purchase Agreement and the
Escrow Agreement shall remain in full force and effect. Nothing contained in
this Agreement shall release, or be deemed to release, the Trust from any of its
obligations or liabilities under the Purchase Agreement or the Escrow Agreement.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which taken
together shall be deemed to constitute one and the same instrument.
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6. Headings. Section headings are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purposes.
7. Rights of Enforcement. Each of the Trust and the Joining Parties
hereby agrees that the Buyer is a third-party beneficiary of this Agreement and
is entitled to enforce this Agreement and the Purchase Agreement as modified in
accordance herewith against each of them in accordance with their respective
terms.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
INDEPENDENT MEDIA GROUP
HOLDINGS, INC.
By:
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Name: Larry J. Austin
Title: President
INDEPENDENT MEDIA HOLDINGS, INC.
By:
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Name: Larry J. Austin
Title: President
INDEPENDENT MEDIA GROUP, INC.
By:
---------------------------------
Name: Larry J. Austin
Title: President
Acknowledged as of June __, 2000
MIDWEST PUBLISHING STATUTORY TRUST
By: First Union National Bank, not in its
individual capacity but solely as
its trustee
By:
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Name:
Title:
LIBERTY GROUP MICHIGAN HOLDINGS, INC.
By:
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Name:
Title:
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