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EXHIBIT 10.79
TOWER SPACE AND SITE LEASE AGREEMENT
This Tower Space and Site Lease Agreement is made and entered into
this 1st day of November, 1999 by and between Xxx Enterprises, Incorporated
("Xxx"), Sandia Television Corporation ("Sandia Corp.") and ACME Television of
New Mexico, LLC ("ACME").
W I T N E S S E T H
WHEREAS, Lee, Sandia Corp. and Ramar Communications, Inc. ("Ramar")
entered into a Transmitter Building Lease Agreement dated December 12, 1994
(the "Transmitter Building Lease") allowing for the use and rental by Ramar of
a transmitter building located on Sandia Crest, Bernalillo County, N.M.
("Sandia Crest"); and
WHEREAS, Xxx and Ramar entered into a Tower Lease Agreement dated
December 12, 1994 (the "Tower Lease") allowing for the transmission of
television station KASY-TV (Channel 50) from Xxx'x tower located on Sandia
Crest; and
WHEREAS, Xxx and Ramar entered into an Equipment Lease Agreement dated
December 12, 1994 (the "Equipment Lease") allowing for the use and rental of
certain television equipment, including a transmitter and other broadcast
equipment; and
WHEREAS, ACME has entered into an agreement (the "KASY Purchase
Agreement) to purchase from Ramar, television station KASY-TV (Channel 50) and
all necessary permits and licenses necessary to transmit its signal and the
consummation of that transaction (the "Closing") is expected to occur on or
before December 3, 1999; and
WHEREAS, ACME desires to receive an assignment from Ramar of the
Transmitter Building Lease, the Tower Lease and the Equipment Lease, but only
as it pertains to certain transmission equipment; and
WHEREAS, Sandia Corp. and Xxx are agreeable to such assignments under
the terms and conditions set forth in this Agreement.
NOW; THEREFORE, for good and valuable consideration, the parties agree
as follows:
1. Tower Lease: Xxx hereby accepts the assignment of the Tower Lease
from Ramar to ACME effective as of the earlier of the Closing of the KASY
Purchase Agreement or December 3, 1999. Pursuant to Section 4(b) of the Tower
Lease, the parties agree, however, that the monthly rental amount shall equal
$2,232 as of November 1, 1999. The rent amount shall be adjusted annually to
match the "current market value" as defined in Section 4(b) of the Tower lease.
2. Transmitter Building Lease: Sandia Corp. and Xxx hereby accept the
assignment of the Transmitter Building Lease from Ramar to ACME effective as of
the earlier of the Closing of the KASY Purchase Agreement or December 3, 1999.
ACME agrees to abide
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by the terms of the Transmitter Building Lease and to assume and fulfill
Ramar's obligations thereunder. The rental amount shall be determined pursuant
to Section 4(b) of the Transmitter Building Lease. That amount is estimated at
$3,063.87 per month effective November 1, 1999.
3. Equipment Lease: Xxx hereby accepts the assignment of the Equipment
Lease from Ramar to ACME effective on the earlier of the Closing or December 3,
1999 until September 30, 2000. ACME may extend the Equipment Lease for an
additional one year period by providing Xxx with at least 60 days prior written
notice before the end of the original lease term.
a. The monthly rental amount will equal $3,000 effective
November 1, 1999.
b. Only the Transmitter Equipment, as defined in Exhibit A of
the Equipment Lease, shall be subject to this assignment. The
Studio Equipment, as defined in Exhibit A of the Equipment
Lease, shall not be included in the Equipment Lease and shall
revert to Xxx on or prior to December 3, 1999.
c. ACME agrees to abide by the terms of the Equipment Lease and
to assume and fulfill Ramar's obligations thereunder.
d. The purchase option described in Section 4 of the Equipment
Lease must be exercised by ACME at the end of the lease term
if either the Tower Lease or the Transmitter Building Lease
(described in Sections 1 and 2 above) are still in effect.
e. ACME may terminate the Equipment Lease by providing Xxx with
at least 30 days advance written notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
XXX ENTERPRISES, ACME TELEVISION OF NEW MEXICO, LLC
INCORPORATED
By: /s/ Xxxxxxx Xxxxx By:
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Xxxxxxx Xxxxx Xxx Xxxxx
President - Broadcast Group Executive Vice President
SANDIA TELEVISION CORPORATION
By:
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