Exhibit 10.6
SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (HSN)
AGREEMENT (this "Agreement"), dated as of August 20, 2008, among
InterActiveCorp, a Delaware corporation ("IAC"), HSN, Inc., a Delaware
corporation (the "Company"), Liberty Media Corporation, a Delaware corporation
("Liberty"), and Liberty USA Holdings, LLC, a Delaware limited liability company
("Liberty Sub" and, together with Liberty, the "Liberty Parties").
RECITALS
WHEREAS, IAC, Barry Diller, Liberty and the other parties named therein entered
into that certain Spinco Agreement, dated as of May 13, 2008 (the "Spinco
Agreement");
WHEREAS, IAC,
Liberty Sub and Liberty entered into that certain Affiliate and
Assignment Agreement, dated as of August 20, 2008, pursuant to which Liberty Sub
assumed all of the rights, benefits, liabilities and obligations of each Liberty
Party (as defined in the Spinco Agreement) signatory to the Spinco Agreement
under the Spinco Agreement other than Liberty;
WHEREAS, the Spinco Agreement provides that, in connection with each Single-Tier
Spinoff of a Spinco consummated prior to the End Date, IAC will cause such
Spinco to enter into this Agreement with the Liberty Parties;
WHEREAS, IAC has determined to proceed with the Single-Tier Spinoff of the
Company and, in accordance with the terms of the Spinco Agreement, the parties
are entering into this Agreement; and
WHEREAS, capitalized terms not otherwise defined herein will have the meanings
specified in the Spinco Agreement.
NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged), the parties hereto agree as follows:
1.
ASSIGNMENT AND ASSUMPTION.
EFFECTIVE AS OF THE SPINOFF DATE WITH
RESPECT TO THE COMPANY, (I) IAC HEREBY TRANSFERS, ASSIGNS AND CONVEYS TO THE
COMPANY THOSE RIGHTS, BENEFITS, LIABILITIES AND OBLIGATIONS APPLICABLE TO THE
COMPANY IN ITS CAPACITY AS A SPINCO FOR PURPOSES OF THE SPINCO AGREEMENT (BUT,
FOR THE AVOIDANCE OF DOUBT, NOT WITH RESPECT TO ANY OTHER SPINCO) THAT ARE
SPECIFIED IN OR ARISE UNDER SECTIONS 3 (OTHER THAN SECTION 3(E)), 5 (OTHER THAN
IAC'S OBLIGATIONS TO MAKE THE DETERMINATIONS AND DELIVER THE CONSENTS PROVIDED
FOR IN SECTION 5(D) OF THE SPINCO AGREEMENT WITH RESPECT TO CERTAIN TRANSACTIONS
OCCURRING WITHIN TWO YEARS FOLLOWING A TAX-FREE SPINOFF, AND ITS OBLIGATION TO
PREPARE AND UPDATE THE INITIAL IAC LIST APPLICABLE TO THE COMPANY), 6, 7,
9(C) AND, TO THE EXTENT OF THE APPLICATION OF THE PROVISIONS OF SECTIONS 1 AND
10 TO THE AFOREMENTIONED SECTIONS, SECTIONS 1 AND 10 OF THE SPINCO AGREEMENT
(COLLECTIVELY, THE "APPLICABLE SPINCO PROVISIONS", AND SUCH RIGHTS AND BENEFITS,
COLLECTIVELY, THE "ASSIGNED RIGHTS", AND SUCH LIABILITIES AND OBLIGATIONS,
COLLECTIVELY, THE "ASSIGNED OBLIGATIONS"), (II) THE COMPANY ACCEPTS AND ASSUMES
THE ASSIGNED RIGHTS AND ASSIGNED OBLIGATIONS AND AGREES TO BE BOUND BY THE
ASSIGNED OBLIGATIONS AND TO PERFORM THE ASSIGNED OBLIGATIONS IN ACCORDANCE
THEREWITH AS IF THE COMPANY HAD EXECUTED AND DELIVERED THE SPINCO AGREEMENT, AND
(III) EACH LIBERTY PARTY ACKNOWLEDGES THAT THE COMPANY IS A SPINCO FOR PURPOSES
OF THE SPINCO AGREEMENT AND, AS SUCH, UPON THE SINGLE-TIER SPINOFF OF THE
COMPANY IS ENTITLED TO ALL OF THE ASSIGNED RIGHTS AS IF IT