ASSIGNMENT AND ASSUMPTION AGREEMENT
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Assignment Agreement, effective as of September 1, 1998, between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and 250 Rodeo,
Inc., a Delaware corporation ("250 Rodeo").
On August 19, 1998, Tracinda and Seven Network Limited, a company
organized under the laws of the commonwealth of Australia, entered into a
stock purchase agreement (the "Stock Purchase Agreement") providing, among
other things, for the purchase by Tracinda of 16,208,463 shares of common
stock of Metro-Xxxxxxx-Xxxxx Inc., a Delaware corporation, owned by Seven
Network Limited (the "Shares").
In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:
1. Pursuant to the terms of the Stock Purchase Agreement, Tracinda
transfers and assigns its right to purchase 6,500,000 of the Shares to 250
Rodeo.
2. 250 Rodeo accepts such transfer and assignment and agrees to assume
the obligations of Tracinda to purchase the 6,500,000 Shares pursuant to
the Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
TRACINDA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary/Treasurer
250 RODEO, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary/Treasurer