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EXHIBIT 10.81
ASSIGNMENT AND ASSUMPTION OF TOWER LEASE
This ASSIGNMENT AND ASSUMPTION OF TOWER LEASE ("Assignment and
Assumption"), dated as of December 3, 1999, is entered into by and between Ramar
Communications II, Ltd. ("Assignor") and ACME Television of New Mexico, LLC
("Assignee").
WHEREAS, Assignor, ACME Television Licenses of New Mexico, LLC
("ACME"), and Assignee have entered into an Asset Purchase Agreement, dated as
of February 19, 1999, as amended pursuant to an Amendment dated July 30, 1999
and a Second Amendment dated November 1, 1999 (the "Purchase Agreement"),
pursuant to which Assignor has agreed to sell and assign, and ACME and Assignee
have agreed to purchase and acquire, certain assets used or useful in the
conduct of the business or operation of Television Station KASY-TV, Albuquerque,
New Mexico (the "Station").
NOW THEREFORE in consideration of the mutual covenants contained herein
and in the Purchase Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Assignor and
Assignee covenant and agree as follows:
1. Assignor hereby sells, assigns, transfers and conveys to
Assignee, all of Assignors' rights in and to that certain Tower Lease Agreement
by and between Ramar Communications, Inc. (predecessor-in-interest to Assignor)
and Xxx Enterprises, Incorporated dated December 12, 1994 (the "Lease").
2. Assignee hereby assumes and undertakes to pay, satisfy or
discharge the liabilities, obligations and commitments of Assignor arising and
accruing after 12:01 a.m., Mountain Time, on the Closing Date, under the Lease.
3. From time to time, at Assignee's or Assignor's request,
whether on or after the date hereof and without further consideration, Assignor
and Assignee shall execute and deliver or cause to be executed and delivered
such further instruments of conveyance, transfer and assumption as may be
reasonably necessary to convey, transfer and assume the Lease or for purposes of
recording this Assignment and Assumption.
4. This Assignment and Assumption is intended to evidence the
consummation of the transactions contemplated by the Purchase Agreement. This
Assignment and Assumption is made without representation or warranty except as
provided in and by the Purchase Agreement. This Assignment and Assumption is in
all respects subject to the provisions of the Purchase Agreement and is not
intended in any way to supersede, limit or qualify any provision of the Purchase
Agreement.
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5. Capitalized terms used but not defined herein shall have
the meanings given to them in the Purchase Agreement. Sections refer to sections
in the Purchase Agreement.
6. This Assignment and Assumption shall be governed in all
respects, including validity, interpretation and effect, by the internal laws of
the State of New Mexico, without regard or reference to the rules of conflicts
of law that would require the application of the law of any other jurisdiction.
7. This Assignment and Assumption may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8. This Assignment and Assumption shall be binding upon, and
inure to the benefit of Assignee and Assignor and their respective successors
and assigns.
IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption to be executed and delivered effective as of the date first written
above.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption to be executed and delivered effective as of the date first written
above.
RAMAR COMMUNICATIONS II, LTD.
By: XX Xxxxx LLC, its General Partner
By: Ramar Communications, Inc., Its Sole Member
By: Xxxx Xxxxx
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Xxxx Xxxxx, President
STATE OF TEXAS
COUNTY OF ___________
I HEREBY CERTIFY that on this ____ day of October, 1999, before me
personally appeared _________________, as _______________ of Ramar
Communications II, Ltd, a Texas limited partnership, who has produced
__________________ as identification, or who is personally known to me.
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NOTARY PUBLIC
My Commission Expires:
ACME TELEVISION OF NEW MEXICO, LLC
By: /s/ Xxx Xxxxx
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Xxx Xxxxx, Exec. Vice President & CFO
STATE OF _____________
COUNTY OF ___________
I HEREBY CERTIFY that on this ____ day of October, 1999, before me
personally appeared _________________, as _______________ of ACME Television of
New Mexico, LLC, a Delaware limited liability corporation, who has produced
__________________ as identification, or who is personally known to me.
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NOTARY PUBLIC
My Commission Expires:
