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EXHIBIT 10.81
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is made on the 8th day of July, 1997, by DMX
Inc., a Delaware corporation (hereinafter referred to as "ASSIGNOR"), and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, an individual (hereinafter referred to as "ASSIGNEE").
WHEREAS, Assignor has certain rights under (i) the Loan Agreement between
TCI-Euromusic, Inc., a Colorado corporation ("TCI-EUROMUSIC"), and
International Cablecasting Technologies Europe N.V., a Netherlands corporation
("ICT-NV"), dated May 19, 1993 (the "LOAN AGREEMENT") , (ii) the Debenture made
by way of deed between International Cablecasting Technologies - Europe (U.K.)
Limited, a United Kingdom company ("ICT-UK"), and TCI-Euromusic, dated May 19,
1993 (the "DEBENTURE"), and (iii) the Guaranty Agreement made by ICT-UK in
favor of TCI-Euromusic, dated May 19, 1993 (the "GUARANTY AGREEMENT");
WHEREAS, DMX-Europe N.V., a Netherlands corporation (formerly ICT-NV)
("DMX-NV"), is in default of the Loan Agreement, and DMX-Europe (UK) Limited, a
United Kingdom company (formerly ICT-UK) ("DMX-UK"), agreed to secure the
repayment of loans under the Loan Agreement by guaranteeing the full
performance and satisfaction thereof and by granting a security interest in
substantially all of its assets to TCI-Euromusic under the Guaranty Agreement.
WHEREAS, both DMX-NV and DMX-UK (collectively, the "COMPANIES") are
insolvent and about to be liquidated;
WHEREAS, Assignee has agreed to exercise his votes acquired hereunder as a
creditor in favor of the Companies being placed in creditors' voluntary
liquidation and desires to acquire the Assignor's rights under the Loan
Agreement, the Debenture, and the Guaranty Agreement in order to facilitate the
liquidation of the Companies;
WHEREAS, in Section 5.1.1 of the Subscription and Shareholders Agreement
between Assignor and Xtra Music Limited, a United Kingdom company ("XTRA"),
dated December 18, 1996 (the "SUBSCRIPTION AGREEMENT"), Assignor covenants that
it holds certain debt obligations of the Companies and that Assignor will use
its best efforts to obtain from the Companies the assets of the Companies (in
partial or complete satisfaction of the indebtedness of the Companies to
Assignor), and if any tangible assets are obtained by Assignor, Assignor will
promptly transfer such tangible assets to XTRA without receipt of any
additional consideration;
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NOW THEREFORE, based on the above premises and in consideration of the
mutual covenants and agreements contained herein, the parties agree as follows:
1. Assignment. Assignor hereby irrevocably sells, assigns and transfers to
Assignee all of its rights under the Loan Agreement, the Debenture, and the
Guaranty Agreement (the "Rights").
2. Liquidation of DMX-UK and DMX-NV. Assignee acknowledges and agrees that
the Rights are being assigned to him to facilitate the liquidation of the
Companies and agrees that he will, so far as he is able, take all steps
necessary to place the Companies in creditors' voluntary liquidation and
complete the liquidation as promptly as possible.
3. Without Recourse. Assignee acknowledges and agrees that Assignor's
assignment of the Rights to Assignee shall be without recourse to Assignor and
without any representations or warranties of any kind. Assignee further
acknowledges and agrees that Assignee is not relying, and will not rely, on
Assignor in any manner whatsoever or to any extent with respect to the
assignment of the Rights. Assignee specifically acknowledges and agrees that
the Companies are insolvent and in default of the Loan Agreement and the
Guaranty Agreement and that the Assignor has not made any representation about
the accuracy of any financial information concerning the Companies or their
assets, the potential or prospects of the business of the Companies or any
claims that might be asserted against Assignee by the Companies or any creditor
of the Companies.
4. Assignee's Assumption of Assignor's Obligation. Assignee acknowledges
that Section 5.1.1 of the Subscription Agreement creates certain obligations on
the part of Assignor to use its best efforts to obtain from the Companies the
assets of the Companies subject to payment to preferential creditors (in
partial or complete satisfaction of the indebtedness of the Companies to
Assignor) and to transfer such tangible assets to XTRA without receipt of any
additional consideration, and Assignee agrees to assume Assignor's obligations
under Section 5.1.1 of the Subscription Agreement.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
below on the date given above.
DMX INC.,
a Delaware corporation
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Its COO
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
an individual
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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