Exhibit 10.61
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is made as of this
20th day of January, 1998 by and among Xxxxxx County Broadcasting, Inc., a Texas
corporation ("Assignor"), Cumulus Licensing Corp., a Nevada corporation
("Licensing") and Cumulus Broadcasting, Inc., a Nevada corporation
("Broadcasting" and together with Licensing, the "Assignee").
This Agreement is intended to effectuate Sections 2(v)(vi) and 5(a)(viii)
of the October 29, 1997 Asset Purchase Agreement (the "Purchase Agreement")
among Assignee, Big Country Broadcasting, Inc. ("Big Country") and Tye
Broadcasting, Inc. ("Tye"), pursuant to which Assignor's Purchase Option (as
defined in the Purchase Agreement) relative to Station KHXS-FM, Abilene, Texas
is to be assigned from Assignor, which is commonly owned with Big Country and
Tye, to Assignee. Assignor, pursuant to its Time Brokerage Agreement of
December 6, 1996 with IQ Radio, Inc. ("Licensee"), has exercised its Purchase
Option and entered into a Purchase Agreement (the "IQ Purchase Agreement") with
Licensee on November 20, 1997.
NOW, THEREFORE, in consideration of the above premises, the mutual promises
herein made and those made by Assignee, Big Country and Tye in the Purchase
Agreement, the parties hereto agree as follows:
1. Assignor hereby assigns to Assignee all of its rights under the IQ
Purchase Agreement.
2. Assignee agrees to be bound by the terms and provisions of the IQ
Purchase Agreement and, as Assignee, to perform all of the duties and
obligations, including the payment of the Purchase Price, as required of
"Purchaser" in the IQ Purchase Agreement, and hereafter holds Assignor harmless
with respect to any obligations whatsoever under the IQ Purchase Agreement
other than for any breach by Assignor of the IQ Purchase Agreement prior to the
date hereof.
3. Licensee acknowledges that at the Closing under the IQ Purchase
Agreement the Federal Communications Commission authorizations for Station
KHXS-FM shall be assigned to Licensing, and the other assets to be assigned
pursuant to the IQ Purchase Agreement shall be assigned to Broadcasting.
4. In lieu of the representations contained in Sections 3.1 and 3.2 of
the IQ Purchase Agreement, Assignee hereby represents to Licensee that
Broadcasting and Licensing are corporations, duly organized and in good standing
under the laws of the State of Nevada, and that Assignee's execution and
delivery of this Agreement, and the performance of its obligations under the IQ
Purchase Agreement, have been duly authorized by all necessary action on the
part of Broadcasting and Licensing.
5. The representations of "Purchaser" included in Section 3.3 of the IQ
Purchase Agreement are hereby certified to by Assignee as being true as to it.
6. The parties agree that the penultimate sentence of Section 1.3(a)3 of
the IQ Purchase Agreement shall be amended to add the words "to the extent
permitted by law and by the regulations of the FCC" at the end of such sentence.
7. The parties agree that the first sentence of Section 6.2 of the IQ
Purchase Agreement is amended to add the words "and contracts" immediately after
the word "leases" therein.
8. The parties agree that Exhibits A and B to the IQ Purchase Agreement
shall be the Exhibits A and B attached hereto.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXXXX COUNTY BROADCASTING, INC.
By:
------------------------------
Virginia Xxx Xxxx
Vice President
CUMULUS BROADCASTING, INC.
By:
------------------------------
Xxxxxxx Xxxxxxx
Chairman
CUMULUS LICENSING CORP.
By:
------------------------------
Xxxxxxx Xxxxxxx
Chairman
IQ Radio, Inc. hereby consents to the assignment of the IQ Purchase
Agreement as provided for above, agrees to perform all of its duties and
obligations under the IQ Purchase Agreement as so assigned and agrees to the
amendments to the IQ Purchase Agreement set forth herein.
IQ RADIO, INC.
Date: 1-20-97 By:
------------- ------------------------------
President
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXXXXX COUNTY BROADCASTING, INC.
By:
------------------------------
Virginia Xxx Xxxx
Vice President
CUMULUS BROADCASTING, INC.
By:
------------------------------
Xxxxxxx Xxxxxxx
Chairman
CUMULUS LICENSING CORP.
By:
------------------------------
Xxxxxxx Xxxxxxx
Chairman
IQ Radio, Inc. hereby consents to the assignment of the IQ Purchase
Agreement as provided for above, agrees to perform all of its duties and
obligations under the IQ Purchase Agreement as so assigned and agrees to the
amendments to the IQ Purchase Agreement set forth herein.
IQ RADIO, INC.
Date: By:
----------- ------------------------------
President
EXHIBIT A
LICENSEE does not own any equipment. LICENSEE owns the FCC licence and all
equipment is leased.
EXHIBIT B
Contracts for LICENSEE are listed below:
1. KRIG Equipment Lease
2. Xxxx Xxxxxxxx Contract
3. Imus In the Morning Contract
4. LMA Contract amount of payment for Xxxxx Xxxxxxxxx
5. KACU Tower Rental for KHXS
6. CNN Barter Agreement
