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EXHIBIT 10.61
ASSIGNMENT OF LEASE
AND ASSUMPTION AGREEMENT
AND
ESTOPPEL CERTIFICATE
THIS ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT (the "Assignment") is
made as of October 6, 1997, by and between VCY AMERICA, INC., a non-stock,
not-for-profit Wisconsin corporation ("VCY"), and XXXXXX COMMUNICATIONS
CORPORATION, a Delaware corporation ("Xxxxxx") (as successor by assignment to
Xxxxxx Communications of Green Bay-14, Inc., a Florida corporation).
WHEREAS, VCY and Xxxxxx have entered into an Asset Purchase Agreement
dated as of April 30, 1997, as amended (the "Purchase Agreement"), pursuant to
which VCY has agreed to sell to Xxxxxx, and Xxxxxx has agreed to purchase from
VCY, substantially all of the assets used or useful in the business and
operations of television station WSCO(TV), Suring, Wisconsin (the "Station").
NOW, THEREFORE, for valuable consideration paid to VCY, the receipt and
sufficiency of which are hereby acknowledged, and in further consideration of
the mutual covenants and agreements contained in the Purchase Agreement, VCY
does hereby sell, transfer, and deliver to Xxxxxx, its successors and assigns
all of VCY's right, title and interest in and to the lease listed on Exhibit A
hereto (the "Lease"), free and clear of any claims, liabilities, security
interests, mortgages, liens, pledges, conditions, charges, or encumbrances of
any nature whatsoever, and on the terms specified in the Estoppel Certificate
executed by Xxx Xxxxxx as of October 3, 1997, a copy of which is attached
hereto.
Xxxxxx hereby accepts assignment of the Lease and agrees to assume and
undertake to pay, discharge, and perform all obligations and liabilities of VCY
under the Lease insofar as it relates to the time on and after the date hereof,
and arise out of events related to Xxxxxx'x operation of the Station on or after
the date hereof.
This assignment and assumption is in accordance with and is subject to
all of the representations, warranties, and covenants set forth in the Purchase
Agreement. All representations, warranties, and covenants set forth in the
Purchase Agreement shall survive the delivery of this Agreement of Lease and
Assumption Agreement (subject to the terms and conditions of the Purchase
Agreement).
This Agreement may be signed in counterparts with the same effect as if
the signature on each counterpart were upon the same instrument.
Capitalized terms used but not defined herein shall have the same
meanings as set forth in the Purchase Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed as of the date first written above.
VCY AMERICA, INC.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Vice President
XXXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
ESTOPPEL CERTIFICATE
NOW COMES Xxx Xxxxxx ("Winter") of X0000 Xxx. 00, Xxxxxx, XX 00000 and
represents that he is the owner of premises known as X0000 Xxx. 00, Xxxxxxxx,
XX, that he has entered into a valid and binding agreement with VCY America
Inc., a non-stock, not for profit Wisconsin corporation ("VCY"), to lease said
property pursuant to a lease agreement dated 1/1/97, a copy of which is attached
hereto (the "Lease"), and that he agrees to the assignment of VCY's interest as
a lessee to Xxxxxx Communications Corporation, pursuant to paragraph seven of
said Lease. The specific parcel to be leased has the following legal
description.
That part of the SW 1/4 and the SE 1/4 of Section 12,
Township 26 North, of Range 18 East, in Shawano County,
Wisconsin, bounded and described as follows: Commencing at the
South 1/4 corner of the said Section 12; thence N
03(degree)04'29" W along the 1/4 line 388.87 feet to the
place of beginning thence continue on the same line 930.00
feet to the one-sixteenth corner; thence S 87(degree)17'22" E
along the one-sixteenth line 2536.03 feet to the west line of
STH 32; thence S 02(degree)07'42" E along the said east line
30.11 feet; thence N 87(degree)17'22" W 1685.53 feet; thence
S 03(degree)04'29" E 899.85 feet; thence N 87(degree)17'22" W
850.00 feet to the place of beginning. Containing 19.216
acres.
The Lease is in full force and effect and is enforceable in accordance
with its terms. The Lease constitutes the entire agreement between the parties
and there are no amendments or modifications thereto. There are no defaults by
any party under the Lease.
Winter further agrees not to do or permit anything which would encumber
said property prior to the time of assignment of said lease. Winter acknowledges
and understands that this
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Certificate is being given as part of a transaction wherein Xxxxxx
Communications Corporation intends to purchase television station WSCO-TV from
VCY America, Inc., and that Xxxxxx Communications Corporation will reasonably
relying on the representations made by Winter herein.
Winter agrees with Xxxxxx Communications Corporation to enter into an
amendment to the Lease in recordable form incorporating the legal description of
the leased premises set forth herein. The Lease shall be hereby amended to
incorporate said legal description, and shall further be amended to provide for
lease payments from Xxxxxx Communications Corporation of $11,000.00.
Winter further agrees to the provisions of the attached Rider, which is
hereby incorporated by reference.
Dated this 3rd day of October, 1997.
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
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