EXHIBIT 10.62
GENERAL
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into as of April 13, 2000, by and between SIENA CAPITAL PARTNERS, L.P. (the
"Assignor") and XXXXXX XXXXXX and XXXX XXXXXX, in their individual capacities
(each an "Assignee" and collectively, the "Assignees").
WHEREAS, Assignor and PAISANO PUBLICATIONS, a California corporation
("Borrower") entered into that certain Securities Purchase Agreement (the
"Securities Purchase Agreement"), dated as of October 14, 1999, pursuant to
which Assignor made a loan (the "Loan") to Borrower in the original principal
amount of $275,000 (the "Loan Amount");
WHEREAS, the Loan is evidenced by that certain Increasing Rate Secured
Promissory Note (the "Note") issued by Borrower in the principal amount of the
Loan Amount; and
WHEREAS, Assignor wishes to sell, assign and transfer all of its rights,
titles and interests in and to the Loan, the Note, the Securities Purchase
Agreement, the Warrant Agreement and the Warrants and the other Loan Documents
(all as defined in the Securities Purchase Agreement) to Assignees.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignees and Assignor hereby
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise defined
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herein shall have the meanings ascribed to them in the Securities Purchase
Agreement.
Section 2. Assignment of Loan. The Assignor hereby absolutely sells,
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transfers, assigns and conveys to Assignee, without recourse and without
representation or warranty of any kind, all of its rights, titles and interests
in and to the Loan, including, without limitation, all of its rights, titles and
interests in and to the Note, the Warrant Agreement, the Warrants, the
Securities Purchase Agreement and the other Loan Documents.
Section 3. Assumption of Obligations. Assignees hereby assume any and all
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obligations of Assignor under the Securities Purchase Agreement and the other
Loan Documents to the extent of their respective share of the Loan purchased.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
of the date first above written.
Assignor:
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SIENA CAPITAL PARTNERS, L.P.
/s/ Xxxxx Xxxxx
By: _______________________________
Name: Xxxxx Xxxxx
Title: President
Assignees:
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/s/ Xxxxxx Xxxxxx
___________________________________
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxx
___________________________________
Xxxx Xxxxxx
