EXHIBIT 10.1
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of February 2, 2000, (the
"Assumption Agreement") between Hotel Reservations Network, Inc., a Delaware
corporation (the "HRN"), and USA Networks, Inc., a Delaware corporation
("USAi").
W I T N E S S E T H:
WHEREAS, HRN and USAi are parties, along with other parties
named therein, to an Amended and Restated Asset Purchase Agreement, dated as of
February 2, 2000 (as amended or otherwise modified from time to time, the "Asset
Purchase Agreement");
WHEREAS, pursuant to Sections 7.9.2, 7.9.5 (with respect to
Section 7.9.2 only), 7.10.1 (with respect to the payment for the fiscal quarter
ended December 31, 1999), and 7.10.2 of the Asset Purchase Agreement, HRN is
obligated to make certain contingent payments (collectively the "Obligations")
to TMF Liquidating Trust, a Texas Trust, TMF, Inc., a Texas corporation, and HRN
Marketing Corp., a Florida corporation (collectively, the "Sellers").
WHEREAS, HRN is currently a wholly-owned subsidiary of USAi;
WHEREAS, HRN is considering a possible initial public offering
("IPO") of its Class A common stock; and
WHEREAS, USAi desires to assume the total amount of the
Obligations.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
USAi and HRN mutually covenant and agree:
ARTICLE I
ASSIGNMENT AND ASSUMPTION
Section 1.1. ASSIGNMENT AND ASSUMPTION. USAi hereby agrees to
assume, pay and perform the total amount of the Obligations of HRN; PROVIDED,
HOWEVER, USAi shall have no liability to HRN whatsoever for any other
obligations, liabilities or payments due under the Asset Purchase Agreement
except as expressly agreed to herein.
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Section 1.2. FURTHER ASSURANCES. Each of HRN and USAi shall
execute such additional documents and instruments and take such further action
as may be reasonably required or desirable to carry out the provisions hereof.
Section 1.3. EFFECTIVE TIME. This Assumption Agreement shall
only become effective upon the closing of HRN's IPO (the "Effective Time").
Prior to the Effective Time USAi may terminate this Assumption Agreement at any
time in its sole discretion and upon such termination USAi shall have no
obligation whatsoever hereunder.
ARTICLE II
MISCELLANEOUS
Section 2.1. GOVERNING LAW. This Assumption Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
Section 2.2. MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Assumption Agreement. Each signed copy shall be an
original, but all of them together represent the same agreement.
Section 2.3. SUCCESSORS AND ASSIGNS. This Assumption Agreement
shall inure to the benefit of and be binding upon the successors of USAi and
HRN.
Section 2.4. THIRD PARTY BENEFICIARIES. This Assumption
Agreement is solely for the benefit of USAi and HRN and no provisions of this
Assumption Agreement shall be deemed to confer upon any third parties any
remedy, claim, liability, reimbursement, or action in excess of those existing
without reference to this Assumption Agreement.
Section 2.5. HEADINGS. The Article and Section headings herein
have been inserted for convenience of reference only, are not intended to be
considered a party hereof and shall not modify or restrict any of the terms or
provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Assumption Agreement to be duly executed as of the date first written above.
HRN, INC.
By:____________________________
Name:
Title:
USA NETWORKS, INC.
By:_____________________________
Name:
Title:
