1
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "Agreement") is
made as of the 22nd day of September, 1999 by and among Metro Networks, Inc., a
Delaware corporation ("Assignor"), Westwood One, Inc., a Delaware corporation
("Assignee"), and Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx").
W I T N E S S E T H:
WHEREAS, Assignor and Xxxxxxxxxx have entered into that certain Stock
Loan and Pledge Agreement, dated as of October 16, 1996 (the "Agreement");
WHEREAS, Assignor desires to assign the Agreement to Assignee and Assignee
desires to assume the Agreement as more fully provided below;
WHEREAS, Xxxxxxxxxx has consented to such assignment and assumption; and
WHEREAS, Assignee and Xxxxxxxxxx desire to amend certain provisions of the
Agreement as more fully provided below.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
ASSIGNMENT, ASSUMPTION AND CONSENT
1.1 Assignor does hereby assign all of its right, title and interest and
obligations in and to the Agreement.
1.2 Assignee hereby accepts the foregoing assignment, assumes all of
Assignor's obligations pursuant to the Agreement and agrees to perform all the
terms of the Agreement on and after the date hereof.
1.3 Xxxxxxxxxx hereby consents to the assignment and assumption referred
to in Section 1.1 and 1.2 above.
ARTICLE II
AMENDMENTS
Assignee and Xxxxxxxxxx hereby agree that the Agreement shall be amended
as follows:
2
2.1 The term "Pledged Shares" in the Agreement shall be amended to mean
the 3,824,625 shares of Series A Convertible Preferred Stock of the Assignee
represented by Stock Certificate Number 1.
2.2 Notwithstanding Section 4.1 of the Agreement, the Assignee agrees
that it shall not exercise its right to terminate the Agreement prior to
September 22, 2004.
ARTICLE III
MISCELLANEOUS
3.1 This Agreement shall be binding upon and shall inure to the benefit
of Assignor, Assignee and Xxxxxxxxxx and their respective successors and
assigns.
3.2 All notices, requests and other communications hereunder shall be in
writing and shall be delivered in person or mailed by first class certified or
registered mail, return receipt requested, postage prepaid, by reputable
overnight mail or courier or by telecopier, in either case, with receipt
confirmed, addressed as follows:
If to Assignor or Assignee:
c/o Westwood One, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxxxx
If to the Xxxxxxxxxx:
Xxxxx Xxxxxxxxxx
c/o Weinstein, Xxxxx & Company
0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
with a copy to:
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx, Esq.
3.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of
conflicts of laws thereof.
3.4 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement.
-2-
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
METRO NETWORKS, INC.
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
WESTWOOD ONE, INC.
By: /s/ XXXX XXXXX
-------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
/s/ XXXXX XXXXXXXXXX
--------------------------------------
Xxxxx Xxxxxxxxxx
