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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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇").
W I T N E S S E T H:
WHEREAS, Assignor and ▇▇▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇▇▇ has consented to such assignment and assumption; and
WHEREAS, Assignee and ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ hereby consents to the assignment and assumption referred
to in Section 1.1 and 1.2 above.
ARTICLE II
AMENDMENTS
Assignee and ▇▇▇▇▇▇▇▇▇▇ hereby agree that the Agreement shall be amended
as follows:
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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 ▇▇▇▇▇▇▇▇▇▇ 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.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
If to the ▇▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
c/o Weinstein, ▇▇▇▇▇ & Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
METRO NETWORKS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
WESTWOOD ONE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
