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Acme Communications Inc – IPO: ‘S-1’ on 7/30/99 – EX-10.62

On:  Friday, 7/30/99   ·   Accession #:  892569-99-2040   ·   File #:  333-84191

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/10/99   ·   Latest:  ‘S-1/A’ on 9/29/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/30/99  Acme Communications Inc           S-1                   17:824K                                   Bowne - Biv/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Form S-1 - Acme Communications, Inc.                 157    718K 
 2: EX-10.29    Joint Sales Agmt Dated 4/23/99 - Dp Media, Inc.        9     38K 
 3: EX-10.30    Option Agreement 4/23/99 - Dp Media, Inc.             12     48K 
 4: EX-10.40    Amend No.1 to 1st Amended & Restated Credit Agmt      12     43K 
 5: EX-10.41    Amend No.2 to 1st Amended & Restated Credit Agmt       6     20K 
 6: EX-10.42    Amend No.3 to 1st Amended & Restated Credit Agmt       9     31K 
 7: EX-10.43    Amend No.4 to 1st Amended & Restated Credit Agmt      10     36K 
 8: EX-10.53    Amended & Restated Investment and Loan Agreement      66    302K 
 9: EX-10.54    Form of Convertible Debenture Due June 30, 2008        3     13K 
10: EX-10.60    Lease Agt 1/1/97 Btwn Tom Winter & Vcy/America Inc     8     27K 
11: EX-10.61    Assignment & Assumption Lease - 10/6/97                3     14K 
12: EX-10.62    Assignment & Assumption of Lease 4/23/99               3     14K 
13: EX-10.71    Bridge Loan Agreement Dated 4/23/99                   14     57K 
14: EX-21.0     Subsidiaries of the Registrant                         1      8K 
15: EX-23.2     Consent of Kpmg Peat Marwick-Koplar Communications     1      7K 
16: EX-23.3     Consent of Kpmg Peat Marwick Re: Channel 32, Inc.      1      7K 
17: EX-27.1     Financial Data Schedule                                1      9K 


EX-10.62   —   Assignment & Assumption of Lease 4/23/99

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EXHIBIT 10.62 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT and ASSUMPTION OF LEASE, dated as of the 23rd day of April, 1999, is by and between PAXSON COMMUNICATIONS CORPORATION ("Assignor"), and ACME TELEVISION OF WISCONSIN, LLC ("Assignee"). WHEREAS, Assignor and Assignee are parties to a certain Asset Purchase Agreement, dated as of April 23, 1999; WHEREAS, Assignee and ACME Television Licenses of Wisconsin, LLC, will purchase from Assignor and certain of its affiliates substantially all of the assets used or useful in connection with the operation of WPGX-TV, Suring, Wisconsin (the "Station"); WHEREAS, Assignor is the lessee under a Lease (the "Lease"), dated January 1, 1997, by and between VCY/America, Inc. ("VCY") and Tom Winter ("Lessor"), subsequently assigned by VCY to Assignor, which Lease is attached hereto as Exhibit A; WHEREAS, pursuant to the Lease, Assignor leases from Lessor the property located in Shawano County, Wisconsin, more specifically described as N4251-Highway 32, Angelica, Wisconsin, the term of which is January 1, 1997 through December 31, 2002; WHEREAS, the above-described property is used as the tower site for the Station's transmission tower and related facilities; WHEREAS, Assignee desires to assume the above-referenced Lease for its use as the tower site for the Station, and agrees to assume the obligations and liabilities for the Lease; WHEREAS, Assignor desires to assign the Lease to Assignee; and WHEREAS, all consents required to assign the Lease have been obtained and are in full force and effect. NOW THEREFORE, for and in consideration of the assignment by Assignor to Assignee of the Lease, and in further consideration of and subject to the mutual covenants and agreements contained herein and in the Asset Purchase Agreement, the parties hereby agree as follows: 1. Assignor does hereby bargain, sell, assign, transfer, convey and deliver to Assignee and its successors and assigns all of Assignor's right, title and interest in and to the Lease, and the Assignee hereby accepts and assumes all said liabilities and obligations of the Assignor under the Lease, subject to the further provisions of this Assignment and Assumption of Lease and the Purchase Agreement. 2. Assignee shall not assume or be deemed to assume any debts, liabilities or obligations of Assignor with regard to the Lease that occurred prior to the date hereof, and Assignor shall not be responsible for any debts, liabilities or obligations of Assignee with regard to the Lease arising on and after this date.
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3. This Assignment and Assumption of Lease may be signed in counterpart originals, which collectively shall have the same legal effect as if all signatures had appeared on the same physical document. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date first written above. PAXSON COMMUNICATIONS CORPORATION By: /s/ William L. Watson ------------------------------- Name: William L. Watson Title: Vice President and Assistant Secretary CITY OF WASHINGTON DISTRICT OF COLUMBIA I hereby certify that on this 22nd day of April, 1999, William Watson personally appeared before me known and known by me to be the person executing the foregoing instrument, and he acknowledged said instrument by him executed to be his free act and deed in said capacity. /s/ Deborah Gorham --------------------------------------- Notary Public Print Name: Deborah Gorham My commission expires: October 31, 2003 -2-
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ACME TELEVISION OF WISCONSIN, LLC By: /s/ Thomas Allen ----------------------------------- Name: Thomas D. Allen Title: Executive Vice President and Chief Financial Officer STATE OF CALIFORNIA COUNTY OF ORANGE I hereby certify that on this 21 day of April, 1999, Thomas D. Allen appeared before me known and known by me to be the person executing the foregoing instrument, and he acknowledged said instrument by him executed to be his free act and deed in said capacity. /s/ John H. Wilson --------------------------------------- Notary Public Print Name: John H. Wilson My commission expires: May 31, 2002 -3-

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-1’ Filing    Date First  Last      Other Filings
10/31/032
12/31/02110-K,  8-K,  NT 10-K
5/31/023
8/2/99
Filed on:7/30/99
4/23/991
1/1/971
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Filing Submission 0000892569-99-002040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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