ASSIGNMENT AND ASSUMPTION AGREEMENT
AND CONSENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT, made as of December
31, 1998 between AUDIO BOOK CLUB, INC., a Florida corporation (the "Assignor"),
CH ACQUISITIONS CORP., a Delaware corporation and a newly formed, wholly-owned
subsidiary of the Assignor (the "Assignee"), and THE COLUMBIA HOUSE COMPANY, a
New York general partnership (the "Seller"). Capitalized terms used herein and
not defined shall have the meanings ascribed to them in that certain Asset
Purchase Agreement by and between Assignor and Seller dated as of December 30,
1998 (the "Asset Purchase Agreement").
R E C I T A L S
WHEREAS, the Assignor has entered into the Asset Purchase Agreement, the
Mailing Agreement, the Non-Compete Agreement and the Transitional Services
Agreement (collectively, the "Agreements"); and
WHEREAS, the Assignor has agreed to assign all of its rights and
obligations under the Agreements to the Assignee and the Assignee has agreed to
assume all of the obligations of the Assignor thereunder; and
WHEREAS, pursuant to each of Section 9.7 of the Asset Purchase Agreement,
Section 14 of the Mailing Agreement, Section 13 of the Non-Compete Agreement,
and Section 14 of the Transitional Services Agreement (collectively, the
"Assignment Provisions"), the Assignor may assign all of its rights under each
such Agreement and may delegate all of its obligations under each such Agreement
to an Affiliate;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
Assignment and Assumption of the Agreements.
(a) The Assignor hereby assigns to the Assignee all the Assignor's
rights under each of the Agreements and delegates to the Assignee all of
the Assignor's obligations under each of the Agreements.
(b) The Assignee agrees to perform all of the Assignor's obligations
under each of the Agreements arising after the date hereof; provided,
however, that the assignment and delegation by Assignor hereunder shall not
release Assignor from its obligations under each of the Agreements.
Consent of Seller. Seller hereby acknowledges that the Assignment
Provisions do not require the consent of Seller for the assignments contemplated
herein. Notwithstanding the foregoing, Seller hereby consents to this Agreement
and affirms that all of the rights and
powers of Assignor, and remedies available to it under the Agreements, shall
extend to and be enforceable by the Assignee.
Miscellaneous. This Agreement shall be construed and governed in accordance
with the laws of the State of New York. This Agreement may be executed and
accepted in separate counterparts, each of which shall be an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Assignor, the Assignee and Seller have duly
executed this Agreement as of the date first above written.
AUDIO BOOK CLUB, INC.,
as Assignor
By: _______________________________
Name:
Title:
CH ACQUISITIONS CORP.
as Assignee
By: _______________________________
Name:
Title:
THE COLUMBIA HOUSE COMPANY,
as Seller
By: _______________________________
Name:
Title:
