Assignment and Assumption Agreement
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made as of
the 1st day of May, 2009, by and between TW MEDIA HOLDINGS LLC, a Delaware limited liability
company (the “Assignor”), and TIME WARNER MEDIA HOLDINGS B.V., a besloten vennootschap met
beperkte aansprakelijkheid organized under the laws of the Netherlands (the “Assignee”).
RECITALS:
WHEREAS, Assignor and Assignee are parties to that certain Subscription Agreement, dated as of
March 22, 2009 (the “Subscription Agreement”) and attached hereto as Exhibit A;
WHEREAS, pursuant to Section 1.4 of the Subscription Agreement, the Assignor may assign its
rights and obligations under the Subscription Agreement to Assignee subject to the terms and
conditions contained therein; and
WHEREAS, pursuant to the Subscription Agreement, Assignor desires to assign and Assignee
desires to assume, under the terms and conditions set forth herein, the Assignor’s rights and
obligations under the Subscription Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth in this
Assignment Agreement and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Subscription Agreement.
Effective as of the date hereof, Assignor hereby sells, assigns, transfers, conveys and
delivers unto Assignee, its successors and assigns, all right, title, interest and obligations of
Assignor in, to and under the Subscription Agreement.
2. Assumption of Subscription Agreement.
Effective as of the date hereof, Assignee hereby assumes the Subscription Agreement, any and
all covenants, agreements, terms, provisions, obligations and conditions of the Subscription
Agreement on the part of Assignor to be performed or observed, directly or indirectly, from and
after the execution and delivery of this Assignment Agreement.
3. Liabilities.
Notwithstanding the foregoing, Assignor shall be and remain jointly and severally liable for
all of its own and Assignee’s obligations under the Subscription Agreement and under all documents
and instruments to be executed and delivered by the Assignor or the Assignee pursuant thereto.
4. Indemnity.
(a) Assignor hereby agrees to indemnify and defend Assignee against, and to hold Assignee
harmless from, any and all claims, liability, damages, costs and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements) incurred, sustained by or
sought against Assignee from and after the date hereof in connection with any of the terms,
agreements, covenants and conditions of the Subscription Agreement which, under the terms and
conditions thereof, were to be paid, performed, discharged or observed by Assignor thereunder prior
to the date hereof.
(b) Assignee agrees to indemnify and defend Assignor against, and to hold Assignor harmless
from, any and all claims, liability, damages, costs and expenses (including, without limitation,
attorney’s fees and disbursements) incurred, sustained by or sought against Assignor from and after
the date hereof in connection with any of the terms, covenants and conditions of the Subscription
Agreement which were to be paid, performed, discharged or observed by the tenant thereunder, to the
extent arising from and after the execution and delivery of this Assignment Agreement other than as
set forth in the Subscription Agreement.
5. No Third Party Beneficiaries.
Nothing contained in this Assignment Agreement is intended by the parties to expand the rights
and remedies of any third party against either party hereto as compared to the rights and remedies
which such third party would have had against such party had the parties hereto not consummated
this Assignment Agreement.
6. Miscellaneous.
(a) Definitions. Except as otherwise defined herein, all capitalized terms used in
this Assignment Agreement shall have the meaning ascribed to them in the Subscription Agreement.
(b) Successors and Assigns. This Assignment Agreement shall be binding upon, and
inure to the benefit of, Assignor, Assignee and their respective successors and assigns.
(c) Governing Law. This Assignment Agreement shall be construed, performed and
enforced in accordance with, and governed by, the laws of the State of New York, without giving
effect to the principles of conflicts of laws thereof.
(d) Entire Agreement. There are no oral promises, conditions, representations,
understandings, interpretations, or terms of any kind as conditions or inducements to the execution
hereof or in effect between the parties. No change or addition may be made to this Assignment
Agreement except by written agreement executed by both parties hereto.
(e) Counterparts. This Assignment Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument. This Assignment Agreement, once executed by a party, may
be delivered to the other party hereto by facsimile or electronic transmission of a copy of this
Assignment Agreement bearing the signature of the party so delivering this Assignment Agreement.
(f) Headings. The headings in this Assignment Agreement are for the purpose of
reference only and shall not limit or otherwise affect the meaning hereof.
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(g) No Other Documents. Assignor and Assignee hereby represent and warrant that no
other documents, instruments or agreements are necessary to effectuate the assignment contemplated
hereunder.
[Signature Page Follows]
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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment Agreement to be duly and
properly executed under seal as of the date and year first above written.
| ASSIGNOR: TW MEDIA HOLDINGS LLC |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President & Treasurer | |||
| ASSIGNEE: TIME WARNER MEDIA HOLDINGS B.V. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Director | |||
[Signature Page to TW Media and Designated Subscriber Assignment and Assumption Agreement]
Exhibit A
SUBSCRIPTION AGREEMENT
