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EXHIBIT 10.69.1
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EXHIBIT 10.69.1
PARTIAL ASSIGNMENT AND ASSUMPTION
OF LOAN AND OPTION AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF LOAN AND OPTION AGREEMENT is
made as of May 15, 1994, by and between The Christian Network, Inc., a Florida
non-profit corporation ("Assignor"), and Xxxxxx Communications of Tampa-66,
Inc., a Florida corporation ("Assignee").
A. Assignor and Bradenton Broadcast Television Company, Ltd., a
Florida limited partnership ("BBTC"), have entered into a Loan and Option
Agreement (the "Agreement") dated as of December 17, 1993, pursuant to which
Assignor agreed to loan funds to BBTC to construct Television Station WTBG-TV,
Channel 66, Bradenton, Florida (the "Station") and BBTC granted Assignor an
option to purchase the Assets as defined in the Agreement, including the
licenses, for the Station under certain terms and conditions.
B. Assignor desires to assign to Assignee all of its right,
title, interest, benefits, obligations and burdens under the Agreement relating
to the option to acquire the Station's Assets, as defined in the Agreement, and
Assignee desires to accept assignment of such right, title, interest and
benefits and to assume such obligations and burdens.
NOW, THEREFORE, in consideration of the premises, the mutual promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee agree as
follows:
1. Assignor does hereby sell, assign, transfer and convey to
Assignee all of Assignor's right, title, interest, benefits, obligations and
burdens in, to and under the Agreement, and all agreements, exhibits,
schedules, certificates and documents delivered
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pursuant to the Agreement, relating to the option to acquire the Station's
Assets, subject to the terms, conditions and covenants contained in the
Agreement.
2. Assignee hereby accepts all of Assignor's right, title,
interest and benefits, and assumes all of Assignor's obligations and burdens,
under the Agreement, and all agreements, exhibits, schedules, certificates and
documents delivered pursuant to the Agreement, relating to the option to
acquire the Station's Assets, subject to the terms, conditions and covenants
contained in the Agreement.
3. Upon the Closing (as defined in the Agreement), Assignee shall
pay to Assignor One Hundred Thousand Dollars ($100,000) and shall return to
Assignor the Amended and Restated Promissory Note in the principal amount of
One Million Four Hundred Thousand Dollars ($1,400,000) payable by Assignor to
Assignee, which Note shall be marked "cancelled."
IN WITNESS WHEREOF, the parties have caused this instrument to be
executed by their duly authorized officers as of the date first above written.
ASSIGNOR: The Christian Network, Inc.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Chairman
ASSIGNEE: Xxxxxx Communications of Tampa-66, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Secretary
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CONSENT
Pursuant to the Loan and Option Agreement, BBTC hereby consents to the
assignment by Assignor to Assignee all of Assignor's right, title, interest,
benefits, obligations and burdens in, to and under the Agreement, and all
agreements, exhibits, schedules, certificates and documents delivered pursuant
to the Agreement, relating to the acquisition of the option to acquire the
Station's Assets.
Bradenton Broadcast Television Company, Ltd.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
