ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is made and
entered into as of February 25, 1997 by and between Devotion Limited, an Isle of
Man corporation ("Assignor") and Sarnia Investments Limited, an Isle of Man
corporation ("Assignee").
RECITALS
A. Assignor entered into an option agreement (the "Option Agreement"),
dated as of December 23, 1996, with Michaels Stores, Inc. ("Michaels") pursuant
to which Assignor agreed to purchase from Michaels and Michaels agreed to sell
to Assignor an option to acquire 1,333,333 newly issued and outstanding shares
(the "Option Shares") of Common Stock, par value $.10 per share, of Michaels on
the terms and subject to the conditions set forth in the Option Agreement.
B. Assignor desires to sell, assign, transfer and convey to Assignee and
Assignee desires to accept from Assignor, its right, title and interest in the
Option Agreement to the extent, but only to the extent, that such right, title
and interest relate to Assignor's right to purchase 283,333 of the Option Shares
(the "Transferred Option") pursuant to the Option Agreement.
C. Assignee is willing to assume and agree to perform the duties,
obligations, liabilities and undertakings of Assignor under and agree to be
bound by the terms and provisions of the Option Agreement to the extent, but
only to the extent, that such duties, obligations, liabilities and undertakings
and such terms and provisions relate to the Transferred Option.
Assignor and Assignee hereby agree as follows:
AGREEMENT
1. ASSIGNMENT OF TRANSFERRED OPTION. In exchange for $141,666.50 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor hereby sells, assigns, transfers, conveys and
delivers to Assignee and Assignee hereby accepts all right, title and interest
of Assignor in, to and under the Option Agreement to the extent, but only to the
extent, that such right, title and interest relate to the Transferred Option.
2. ASSUMPTION OF LIABILITY. Assignee hereby assumes and agrees to
perform all duties, obligations, liabilities, and undertakings of Assignor under
and agrees to be bound by the terms and provisions of the Option Agreement to
the extent, but only to the extent, that such duties, obligations, liabilities
and undertakings and such terms and provisions relate to the Transferred Option.
3. THIRD PARTY BENEFICIARY. Michaels is deemed to be a third party
beneficiary of Section 2 of this Agreement.
4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.
5. MODIFICATION AND WAIVER. No supplement, modification, waiver or
termination of this Agreement or any provisions hereof shall be binding unless
executed in writing by the person to be bound thereby. No waiver of any of the
provisions of this Agreement will constitute a waiver of any other provision
(whether or not similar), nor will such waiver constitute a continuing waiver
unless otherwise expressly provided.
6. COUNTERPARTS. Any number of counterparts of this Agreement and the
signature pages hereof may be executed. Each counterpart will be deemed to be
an original instrument and all counterparts taken together will constitute one
agreement.
7. INVESTMENT REPRESENTATION. Assignee represents that the acquisition
of the Transferred Option is being made for its own account, for investment, and
not with a view to the sale or distribution thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
ASSIGNOR:
DEVOTION LIMITED
/s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Director
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/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Secretary
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ASSIGNEE
GREENBRIAR LIMITED
/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
--------------------------------
Title: Director
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/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
--------------------------------
Title: Director
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