**Exhibit 2.4**

 

**ASSIGNMENT AND ASSUMPTION AGREEMENT**

 

This Assignment and AssumptionAgreement (this “***Agreement***”) is made as of August 31,2007, by and among **TUCKER BROADCASTING OFTRAVERSE CITY, INC.,** a Delaware corporation (“***Assignee***”),and **BARRINGTON TRAVERSE CITY LLC,** aDelaware limited liability company ( “***Assignor***”).

 

**W I T N E S S E T H:**

 

**WHEREAS**,Assignor is party to that certain Asset Purchase Agreement, dated as of thedate hereof, by and between Assignor, Max Media LLC and MTC License LLC (MaxMedia LLC and MTC License LLC, collectively, “***Seller***”)(the “***Station Purchase Agreement***”),pursuant to which Assignor has agreed to purchase certain assets of the Sellerrelated to the television broadcast stations WGTU, channel 29, TraverseCity/Cadillac, Michigan (“***WGTU***”) andWGTQ, channel 8, Sault Ste. Marie, Michigan (“***WGTQ***”and together with WGTU, the “***Stations***”)each serving the Traverse City, Michigan market; and

 

**WHEREAS**,Assignor desires to assign to Assignee certain of Assignor’s rights under theStation Purchase Agreement and Assignee is willing to accept assignment of suchrights and obligations.

 

**NOW,THEREFORE**, in consideration of the foregoing and forother good and valuable consideration, the receipt and sufficiency of which theparties acknowledge, Assignor and Assignee, intending to be legally bound,hereby agree as follows:

 

1.             ***DefinedTerms; Interpretation***. Except as otherwise set forth herein, capitalized terms used herein havethe meanings assigned to them in the Station Purchase Agreement.

 

2.             ***Assignmentand Assumption***.  Effectiveas of the date hereof, (a) Assignor hereby conveys, assigns, and transfersto Assignee, its successors and permitted assigns, Assignor’s rights topurchase the Purchased Assets under and pursuant to the Station PurchaseAgreement and delegates to Assignee all of its duties and obligations to beperformed, or arising on or after the date hereof under the Station PurchaseAgreement, excluding any obligations pursuant to Section 2.7 of theStation Purchase Agreement or otherwise with respect to the Escrow Agreement,and (b) Assignee hereby accepts the above assignment of rights anddelegation of duties and obligations and agrees to be bound by and to assumesuch duties and obligations.

 

3.             ***Termination*.**  This Agreement may be terminated as follows:

 

(a)  prior to the Closingof the Station Purchase Agreement, upon the mutual written agreement ofAssignor and Assignee;

 

(b) automatically andwithout further action of the parties upon termination of the Station PurchaseAgreement for any reason;

 

*provided*that except as otherwise provided herein, termination of this Agreement shallnot relieve any party of any liability for breach or default under thisAgreement prior to the date of termination.

 

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4.             ***Representations and Warrantiesof Assignor. ***Assignorrepresents and warrants to Assignee as of the date hereof and as of the ClosingDate that:

 

(a)  Assignor has thelegal right and requisite power and authority to make and enter into thisAgreement and the Station Purchase Agreement, and to perform its obligationshereunder and thereunder and to comply with the provisions hereof andthereof.  The execution, delivery andperformance of this Agreement and the Station Purchase Agreement by Assignorhas been duly authorized by all necessary company action on its part.  The execution, delivery and performance ofthis Agreement by Assignor does not and will not contravene the charter, bylawsor other organizational documents of Assignor. This Agreement and the Station Purchase Agreement, have been dulyexecuted and delivered by Assignor and constitute the valid and bindingobligation of Assignor enforceable against it in accordance with its terms,except as such enforcement may be limited by applicable bankruptcy, insolvency,moratorium or other similar laws affecting the rights of creditors generallyand except that the availability of equitable remedies, including specificperformance, is subject to the discretion of the court before which anyproceeding therefor may be brought.

 

(b) The execution,delivery and performance of this Agreement and the Station Purchase Agreementby Assignor and the compliance by Assignor with the provisions hereof andthereof, do not and will not (with or without notice or lapse of time, or both)conflict with, or result in any violation of, or default under, or give rise toany right of termination, cancellation or acceleration of any obligation underany loan or credit agreement, note, bond, mortgage, indenture, lease or otheragreement, instrument, permit, concession, franchise, license, judgment, order,decree, statute, law, ordinance, rule or regulation applicable to Assignoror any of its properties or assets, other than any such conflicts, violations,defaults, or other effects which, individually or in the aggregate, do not andwill not prevent, restrict or impede Assignor’s performance of its obligationsunder and compliance with the provisions of this Agreement, the StationPurchase Agreement and the other transaction documents executed in connectionherewith and therewith.

 

(c)  Subject to obtainingthe necessary FCC Consent, no consent, approval, order or authorization of, orregistration, declaration or filing with, any governmental or regulatoryauthority or any other person or entity (other than any of the foregoing whichhave been obtained and, at the date in question, are then in effect) isrequired under existing laws as a condition to the execution, delivery orperformance of this Agreement by Assignor.

 

5.             ***Representations andWarranties of Assignee.*** Assignee represents and warrants to Assignor as of the date hereof andas of the Closing Date that:

 

(a) Assignee has the legalright and requisite power and authority to make and enter into this Agreement,and to perform its obligations hereunder and under the Station PurchaseAgreement and to comply with the provisions hereof and thereof.  The execution, delivery and performance ofthis Agreement and the Station Purchase Agreement by Assignee have been dulyauthorized by all necessary corporate action on its part.  The execution, delivery and performance ofthis Agreement and the Station Purchase Agreement by Assignee does not and willnot contravene the charter, bylaws or other organizational documents ofAssignee.  This Agreement has been dulyexecuted and delivered by Assignee and constitutes the valid and bindingobligation of Assignee enforceable against it in accordance with its terms,except as such enforcement may be limited by applicable bankruptcy, insolvency,moratorium or other similar laws affecting the rights of creditors generallyand except that the availability of equitable 

 

 

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remedies, including specific performance, is subject to the discretionof the court before which any proceeding therefor may be brought.

 

(b) The execution,delivery and performance of this Agreement and the Station Purchase Agreementby Assignee and the compliance by Assignee with the provisions hereof andthereof, do not and will not (with or without notice or lapse of time, or both)conflict with, or result in any violation of, or default under, or give rise toany right of termination, cancellation or acceleration of any obligation underany loan or credit agreement, note, bond, mortgage, indenture, lease or otheragreement, instrument, permit, concession, franchise, license, judgment, order,decree, statute, law, ordinance, rule or regulation applicable to Assigneeor any of its properties or assets, other than any such conflicts, violations,defaults, or other effects which, individually or in the aggregate, do not andwill not prevent, restrict or impede Assignee’s performance of its obligationsunder and compliance with the provisions of this Agreement, the StationPurchase Agreement and the other transaction documents executed in connectionherewith and therewith.

 

(c)  Subject to obtainingthe necessary FCC Consent, no consent, approval, order or authorization of, orregistration, declaration or filing with, any governmental or regulatoryauthority or any other person or entity (other than any of the foregoing whichhave been obtained and, at the date in question, are then in effect) isrequired under existing laws as a condition to the execution, delivery orperformance of this Agreement and the Station Purchase Agreement by Assignee.

 

(d)  Assignee is legally,financially and otherwise qualified under the Communications Act and the FCC Rules toacquire the Purchased Assets from Seller. There is no fact or condition known to Assignee that would, under theCommunications Act and the FCC Rules, disqualify Assignee as owner and operatorof the Stations.  There are no suits,arbitration, administrative charges or other legal proceedings, claims orgovernmental investigations pending or, to Assignee’s knowledge, threatenedagainst Assignee affecting its qualification to hold an FCC license or itsability to purchase and acquire the Purchased Assets nor, to Assignee’sknowledge, is there any basis for any such suit, arbitration, administrativecharge or other legal proceedings, claim or governmental investigation.  Assignee has not been operating under orsubject to, or in default with respect to, any order, writ, injunction ordecree of any court or federal, state, municipal or other governmental department,commission, board, agency or instrumentality which would have an adverse effecton Assignee’s ability to enter into this Agreement or consummate thetransactions contemplated hereby or by the Station Purchase Agreement.

 

6.             ***FurtherAssurances***.  Each party tothis Agreement agrees to execute, acknowledge, deliver, file and record, and tocause to be executed, acknowledged, delivered, filed and recorded, such furthercertificates, instruments, and documents and to do, and cause to be done, allsuch other acts and things, as may be required by law, or as may, in thereasonable opinion of the other party hereto, be necessary or advisable tocarry out the purposes of this Agreement.

 

7.             ***BindingEffect; Amendments***.  ThisAgreement shall be binding upon and shall inure to the benefit of the partieshereto and their respective legal representatives, successors and assigns.  No modification, amendment or waiver of anyprovision of, or consent or approval required by, this Agreement, nor anyconsent to or approval of any departure herefrom, shall be effective unless itis in writing and signed by the party against whom enforcement of any suchmodification, amendment, waiver, consent or approval is sought.

 

 

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8.             ***GoverningLaw***.  Construction andinterpretation of this Agreement shall be governed by the laws of the State ofNew York, excluding any conflicts or choice of law rule or principle thatmight otherwise refer construction or interpretation of this Agreement to thesubstantive law of another jurisdiction.

 

9.             ***Assignment*. **This Agreement and all of the provisionshereof shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and permitted assigns, but, except as provided forherein, neither this Agreement nor any of the rights, interests or obligationshereunder shall be assigned by Assignee without the prior written consent ofAssignor, such consent to be in its sole and absolute discretion.  Without the consent of Assignee, Assignor mayassign its rights and obligations under this Agreement to any other party orparties; *provided* that Assignor shall not therebybe released of its obligations hereunder.

 

10.           ***StationPurchase Agreement Controlling***. Notwithstanding any other provisions of this Agreement to the contrary, nothingcontained herein shall in any way supersede, modify, replace, amend, change,rescind, waive, exceed, expand, enlarge or in any way affect the provisions,including warranties, covenants, agreements, conditions, representations madeby Assignor or, in general, any of the rights and remedies of Seller, or any ofthe obligations of Assignor owed to Seller set forth in the Station PurchaseAgreement.  This Agreement is subject toand controlled by the terms of the Station Purchase Agreement.

 

11.           ***Counterparts.***  This Agreement may be executed in any numberof counterparts, and each such counterpart hereof shall be deemed to be anoriginal instrument, but all such counterparts together shall constitute but oneagreement.  Delivery of an executedcounterpart of a signature page of this Agreement by facsimile or otherelectronic transmission shall be effective as delivery of a manually executedoriginal counterpart of this Agreement.

 

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**IN WITNESSWHEREOF**, each of the parties has caused thisAssignment and Assumption Agreement to be duly executed and delivered as of theday and year first above written.

 
| **TUCKER  BROADCASTING OF TRAVERSE CITY, INC.** |                                         | **BARRINGTON  TRAVERSE CITY LLC** |
|-------------------------------------------------|----------------------------------------------|-----------------------------------|
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| By:                                             | /s/ Benjamin  W. Tucker                      |                              | ** ** | By: |   /s/ Paul M. McNicol |
|                                            | Name:  Benjamin W. Tucker   Title: President |                              |   |   | Name: Paul  M. McNicol   Title: Senior Vice President - Secretary |
|                                                 |                                              |                                   |  |  |  |  |

 

 

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