ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
December 10, 1999, by and among WGRC, INC., a Delaware corporation having its
principal place of business at 00 Xxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxx 00000
("WGRC"), and BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("BBC"),
and BENEDEK LICENSE CORPORATION, a Delaware corporation ("BLC"), each having its
principal place of business at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 (BBC
and BLC are collectively referred to as "Benedek").
WHEREAS, BBC and its wholly-owned subsidiary, BLC, own and operate
television station WWLP (TV), Channel 22, Springfield, Massachusetts and its
auxiliary facilities (the "Station"); and
WHEREAS, BBC has entered into an Asset Purchase Agreement dated as of
November 17, 1999, as the same may be amended from time to time, with The
Chronicle Publishing Company ("Chronicle") pursuant to which the purchaser
thereunder will acquire television stations WOWT(TV), Omaha, Nebraska and
KAKE-TV, Wichita, Kansas (together with its satellite stations, KUPK-TV, Garden
City, Kansas and KLBY(TV), Colby, Kansas) (collectively, the "Chronicle
Stations"), a true, correct and complete copy of which is attached hereto as
Annex A (the "Chronicle Agreement"); and
WHEREAS, Benedek and WGRC have agreed that WGRC will purchase the
Chronicle Stations and then immediately transfer the same to Benedek in exchange
for the Station in a transaction intended to qualify as a like-kind exchange
under Section 1031 of the Internal Revenue Code of 1986, as amended, as
contemplated herein; and
WHEREAS, in furtherance of the foregoing, BBC, BLC and WGRC have
entered into an Asset Exchange Agreement of even date herewith (the "Exchange
Agreement") (any capitalized term used herein without definition shall have the
meaning provided therefor in the Exchange Agreement); and
WHEREAS, as contemplated by the Exchange Agreement, BBC and BLC desire
to assign to WGRC, and WGRC desires to accept from BBC and BLC, all of their
right, title and interest in and to the Chronicle Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Assignment. Subject to Sections 3 and 5 hereof, BBC and BLC
do hereby assign to WGRC all of their right, title and interest in and to the
Chronicle Agreement, which assignment shall be effective immediately prior to
the Closing (as defined in the Exchange Agreement) (the "Effective Time").
2. Assumption. WGRC hereby accepts the assignment of the
Chronicle Agreement pursuant to Section 1 above and assumes all of the
obligations, liabilities and responsibilities, on the part of BBC and BLC
thereunder, effective as of the Effective Time; provided, however, that the
assumption of such obligations, liabilities and responsibilities by WGRC shall
not be effective until (a) Benedek has delivered a certificate to WGRC stating
that (i) the conditions contained in Section 7.1 of the Chronicle Agreement have
been satisfied and (ii) to the knowledge of Benedek, the conditions contained in
Section 7.2 of the Chronicle Agreement have been satisfied and (b) all of the
conditions of closing contained in Sections 10.9 and 10.10 of the Exchange
Agreement have been satisfied or waived.
3. Escrow Agreement. Benedek has deposited the sum of
$10,000,000 as an escrow deposit under the Chronicle Agreement pursuant to an
Escrow Agreement dated as of November 17, 1999 (the "Escrow Agreement") among
Benedek, Chronicle and Allfirst Brokerage Corporation, as escrow agent. Nothing
contained herein shall be deemed an assignment by Benedek of its right, title
and interest under the Escrow Agreement nor to the escrow funds deposited
thereunder. As between WGRC and Benedek, at the Closing Benedek shall be
entitled to the return of such escrow funds and all interest earned thereon.
4. Amendment and Modifications to the Chronicle Agreement.
Until the Effective Time, the Chronicle Agreement may be amended, modified or
supplemented only in a written agreement approved by BBC and BLC; provided that
no such amendment, modification or supplement may be made which could reasonably
be expected to adversely affect WGRC without the written consent of WGRC.
5. Termination. This Agreement and the assignment and
assumption contemplated hereby shall terminate if the Exchange Agreement is
terminated pursuant to the terms thereof prior to the Effective Time.
6. Notices. Any and all notices or other communications or
deliveries required or permitted to be given or made pursuant to any of the
provisions of this Agreement shall be deemed to have been duly given or made for
all purposes if sent by certified or registered mail, return receipt requested
and postage prepaid, hand delivery, overnight delivery service or telephone
facsimile:
If to WGRC, Inc., at:
WGRC, Inc.
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, President
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With a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
If to Benedek c/o Benedek Broadcasting Corporation at:
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: President
With a copy to:
Shack & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
or at such other address as any party may specify by notice given to the other
party in accordance with this Section. The date of the giving of any notice sent
by mail shall be three business days following the date of the posting of the
mail, the date delivered in person if delivered in person, the next business day
following delivery to an overnight delivery service or the date sent by
telephone facsimile.
7. Amendment and Modifications. This Agreement may be amended,
modified and supplemented only in a written agreement executed by each of the
parties hereto. No waiver of the provisions hereof shall be effective unless in
writing and signed by the party to be charged with such waiver. No waiver shall
be deemed a continuing waiver in respect of any subsequent breach or default,
either of similar or different nature, unless expressly so stated in writing.
8. Headings. The headings or captions under sections of this
Agreement are for convenience and reference only and do not in any way modify,
interpret or construe the intent of the parties or effect any of the provisions
of this Agreement.
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9. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that no party may assign any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of the other party hereto.
10. Governing Law. This Agreement shall be governed,
interpreted and construed in accordance with the laws of the State of New York
applicable to contracts to be performed entirely within that State. Should any
clause, section or part of this Agreement be held or declared to be void or
illegal for any reason, all other clauses, sections or parts of this Agreement
which can be effected without such illegal clause, section or part shall
nevertheless continue in full force and effect.
11. Counterparts. This Agreement may be executed in one or
more counterparts each of which when taken together shall constitute one
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year first above written.
WGRC, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
BENEDEK BROADCASTING CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President-Finance and Chief
Financial Officer
BENEDEK LICENSE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President-Finance and Chief
Financial Officer
