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EXHIBIT 2.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT, made and entered into as of the 22nd day of May, 1996,
by and between RAILCOM, LTD., a Georgia corporation (hereafter called
"Assignor"), and OUTDOOR SYSTEMS, INC., a Delaware corporation (hereinafter
called "Assignee").
W I T N E S S E T H:
WHEREAS, Assignor purchased certain assets (the "Assets") pursuant to
that certain Purchase Agreement between CSX Realty Development Corporation, The
Three Rivers Railway Company, The Atlantic Land and Improvement Company,
Winston-Salem Southbound Railway Company, Gainesville Midland Railroad Company,
and Richmond, Fredericksburg and Potomac Railway Company (collectively,
"Seller") and Assignor, dated January 23, 1996, as amended by the Amendment to
Purchase Agreement dated March 29, 1996, and as further amended by Second
Amendment to Purchase Agreement dated May 21st, 1996 (collectively, the
"Purchase Agreement"); and
WHEREAS, Assignor and Assignee are parties to that certain Asset
Purchase Agreement dated as of the 8th day of May, 1996, for the purchase and
sale of certain assets (hereinafter called the "Agreement"); and
WHEREAS, in accordance with the terms of the Agreement, the parties
hereto desire to effect the assignment to and assumption by Assignee of each of
the rights, obligations, contracts and agreements identified in Exhibit A and
incorporated by this reference herein (hereinafter called the "Agreements").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions and promises hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby covenant and agree as follows:
1. Assignor hereby assigns, conveys, transfers and sets over unto
Assignee the Agreements, to have and to hold together with any and all rights,
duties, obligations and appurtenances relating thereto.
2. Assignee hereby accepts the aforesaid assignment and transfer of
the Agreements and hereby assumes any and all duties, obligations and
commitments thereunder to stand in the name, place and stead of Assignor.
3. Assignor acknowledges and agrees that it remains liable to Seller
for all obligations under the Agreements, notwithstanding the assignment
reflected herein, except that since Assignor is assigning all of the Assets
shortly after acquiring them, Assignor, Seller (by consenting hereto) and
Assignee agree that:
(a) Assignor shall not have the primary obligation under the
last sentence of Paragraph 4.3 of the Purchase Agreement to make the initial
calculation of Excess Cash Flow and collect such amount from the owner(s) of the
Locations, and Assignee shall be primarily responsible for that obligation;
provided, however, in the event Assignee fails to perform any of these
obligations, Assignor shall do so; and provided, however, that nothing herein
shall affect Assignor's obligation to pay one-third (1/3) of Excess Cash Flow in
the event Assignee fails to do so.
(b) Provided that the owner(s) of the Assets obtains required
insurance coverage, Assignor shall not be required to provide duplicate
coverage.
(c) All capitalized terms used in this Paragraph 3 and not
defined in this Agreement shall have the meanings attributed to them in the
Purchase Agreement.
4. Assignee agrees to indemnify and hold harmless Assignor against any
obligations of Assignee under the Purchase Agreement and the Agreements on and
after the date of this Agreement.
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5. Assignor hereby warrants and will forever defend the right and
title to the Agreements unto Assignee against the claims of all persons owning,
holding or claiming by, through or under Assignor.
6. By consenting hereto, Seller agrees that all of Seller's
representations and warranties made in the Purchase Agreement which survive
closing and all other rights acquired by Assignee by and through this Assignment
shall inure to the benefit of Assignee and shall be enforceable by Assignee
directly against Seller.
IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Agreement, under seal, on the date and year first above written.
ASSIGNOR:
RAILCOM, LTD., a Georgia corporation
By: /S/ Wilds L. Pierce
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Wilds L. Pierce, President
Attest: /S/ Eugene N. Martini
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Eugene N. Martini, Secretary
[CORPORATE SEAL]
ASSIGNEE:
OUTDOOR SYSTEMS, INC., a Delaware corporation
By: /S/ William S. Levine
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_________________, Chairman
[CORPORATE SEAL]
Consented to and accepted this 22nd day of May, 1996. The
undersigned further acknowledge and agree that all notices to Assignee (in lieu
of to RailCom and its counsel) pursuant to Paragraph 10.8 of the Grant of
Easement (identified in Exhibit A) shall be directed to: Outdoor Systems, Inc.,
1702 East Highland, Suite 130, Phoenix, Arizona 85016, Attention: President;
with a copy to: Mark W. Forsling, Esq., Schreeder, Wheeler & Flynt, 1600 Candler
Building, 127 Peachtree Street, N.E., Atlanta, Georgia 30303.
CSX REALTY DEVELOPMENT CORPORATION, a Georgia corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
THE THREE RIVERS RAILWAY COMPANY, a Pennsylvania corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
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THE ATLANTIC LAND AND IMPROVEMENT COMPANY, a Virginia
corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
WINSTON-SALEM SOUTHBOUND RAILWAY COMPANY, a North Carolina
corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
GAINESVILLE MIDLAND RAILROAD COMPANY, a Georgia corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
RICHMOND, FREDERICKSBURG AND POTOMAC RAILWAY COMPANY,
a Virginia and Delaware corporation
By: /S/ Patricia J. Aftoora
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____________________, Vice President
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