ASSIGNMENT, ASSUMPTION AND CONSENT
THIS ASSIGNMENT, ASSUMPTION AND CONSENT is entered into as of the 24th
day of December, 1996 by and among American Radio Systems Corporation, a
Delaware corporation ("ARS"), The Xxxxx Organization, a California corporation
("Xxxxx"), and Entertainment Communications, Inc., a Pennsylvania corporation
("Entercom")
WHEREAS, Xxxxx and ARS entered into an Asset Purchase Agreement dated
July 24, 1996 (the "Xxxxx Agreement") regarding the acquisition by ARS of
specified assets of Xxxxx comprising radio stations KQPT(FM), KXOA-FM and
KXOA(AM), Sacramento, California (the "Stations"); and
WHEREAS, Xxxxx and ARS have entered into, and are operating under, a
certain Time Brokerage Agreement dated July 24, 1996 pursuant to which ARS has
agreed to provide programming and certain other services to Xxxxx with respect
to the operation of the Stations (the "TBA"); and
WHEREAS, ARS and Entercom entered into an Asset Purchase Agreement
dated October 18, 1996 (the "Entercom Agreement") pursuant to which ARS has
agreed to convey, subsequent to the consummation of its acquisition of the
Stations under the Xxxxx Agreement, certain assets comprising radio station
KXOA-FM; and
WHEREAS, ARS desires to assign to Entercom its rights under the TBA as
to KXOA-FM in the period prior to the consummation of its acquisition of the
Stations under the Xxxxx Agreement, and effective upon the Effective Date (as
defined therein) of the Time Brokerage Agreement to be entered into by and
between Entercom and ARS (the "Entercom TBA").
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the undersigned parties hereby agree as follows:
1. ARS assigns to Entercom, as of the Effective Date, its rights and
obligations under the TBA with respect only to KXOA-FM.
2. Entercom accepts, as of the Effective Date, the foregoing assignment
and assumes all such obligations, and agrees to indemnify and hold ARS harmless
from any loss, cost, liability or expense (including attorney's fees) resulting
from Entercom's failure to discharge such obligations.
3. Notwithstanding the foregoing, ARS is not assigning, and Entercom is
not assuming, the rights and obligations of ARS under Section 1.4 and 2.3 of the
TBA.
Entercom shall pay to ARS a monthly fee for the rights and obligations hereby
assigned in the amount and manner set forth in Schedule A to the Entercom TBA.
4. Xxxxx consents to the assignment by ARS of its rights under the TBA
as to KXOA-FM to Entercom.
5. ARS agrees and confirms that it retains all liabilities and
obligations under the TBA as to Xxxxx, including, without limitation, its
obligation to pay Xxxxx the monthly fee set forth in Section 1.4 of the TBA. ARS
agrees to indemnify and hold Entercom harmless from and against any loss, cost,
liability or expense (including attorneys' fees) resulting from any act or
omission resulting from ARS's failure to discharge the obligations of
"Programmer," as set forth in the TBA, prior to the Effective Date. ARS further
agrees to indemnify and hold Xxxxx harmless from and against any loss, cost,
liability or expense (including attorney's fees) resulting from any act or
omission resulting from ARS's or Entercom's failure to discharge the obligations
of "Programmer" as set forth in the TBA.
6. The TBA shall remain unmodified in all respects other than as set
forth in this Assignment, Assumption and Consent.
IN WITNESS WHEREOF, the parties hereto have executed this ASSIGNMENT,
ASSUMPTION AND CONSENT as of the date first above written.
AMERICAN RADIO SYSTEMS CORPORATION
By:_______________________________________
THE XXXXX ORGANIZATION
By:________________________________________
ENTERTAINMENT COMMUNICATIONS, INC.
By:________________________________________
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