Acme Television LLC, et al. – ‘10-K’ for 12/31/98 – EX-10.7

As of:  Wednesday, 3/31/99   ·   For:  12/31/98   ·   Accession #:  892569-99-895   ·   File #s:  333-40277, 333-40281

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K for the Fiscal Year Ended Dec 31, 1998      45    250K 
 2: EX-10.7     Purchase Agreement                                     2     11K 
 3: EX-10.8     Option Agreement                                      11     27K 
 4: EX-10.9     Tower Lease Agreement                                 25     91K 
 5: EX-21.0     Subsidiaries                                           1      7K 
 6: EX-27.1     Finacial Data Schedule-Acme Intermediate Hldg, LLC     1      7K 
 7: EX-27.2     Financial Data Schedule for Acme Television, LLC       1      7K 

EX-10.7   —   Purchase Agreement

EX-10.7
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                                                                    EXHIBIT 10.7

PURCHASE AGREEMENT

     AGREEMENT entered into this 30th day of October, 1998, by and between
ROBERTS BROADCASTING OF NEW MEXICO, LLC, a Missouri limited liability company   
("Roberts") and ACME TELEVISION OF NEW MEXICO, LLC, a Delaware limited liability
company ("ACME").                                                               

 WITNESSETH:

       WHEREAS, Roberts has entered into a Purchase Agreement with Mark A. and
Marcia C. Preisler ("Preisler") dated August 27, 1998 providing for the purchase
by Roberts of certain real property known as 8341 Washington NE, Albuquerque,   
New Mexico (the "Property") as modified by a Purchase Agreement Addendum        
executed by Roberts on August 31, 1998 and by Preisler on August 27, 1998       
(collectively, the "Agreement"); and                                            

       WHEREAS, ACME desires to purchase the Property from Roberts and Roberts
is willing to sell the Property to ACME;                                        

     NOW THEREFORE, in consideration of the premises, the parties agree as
follows:                                                                        

        1.      Roberts agrees to sell to ACME, and ACME agrees to purchase from
Roberts, the Property and any and all rights and warranties (the "Related       
Rights") acquired by Roberts under the Agreement, except as otherwise           
specifically hereinafter set forth.                                             

      2.      The purchase price payable by ACME to Roberts for the Property
shall be $460,000.                                                              

       3.      The closing on the purchase of the Property by ACME shall occur
at Albuquerque Title Co., Inc., 2400 Louisiana Blvd., N.E., Bldg. 5, Suite 200, 
Albuquerque, New Mexico 87110 immediately after Roberts' closing with Preisler, 
which is currently scheduled for two o'clock p.m. on November 5, 1998, or at    
such other time and place as Roberts and ACME may agree.                        

        4.      Roberts and ACME each represent and warrant to the other that it
has no liability for real estate commission or similar obligations relating to  
the sale by Roberts to ACME contemplated                                        

EX-10.7
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hereby. Each party agrees to indemnify the other from any claims by others      
claiming a commission based on claims of having dealt with the indemnifying     
party.                                                                          

      5.      In the event that any Related Right contained in the Agreement
cannot be conveyed to ACME, then, at ACME's election, Roberts agrees to assert  
such Related Right in its own name, including through legal action to recover   
damages from Preisler with respect thereto. Roberts shall pay any such recovery 
to ACME. ACME shall reimburse Roberts for its reasonable costs and expenses with
respect to such recovery, including legal fees.                                 

       6.      This agreement is intended to compliment and not supersede that
certain Memorandum from Tom Allen to Michael Roberts dated August 14, 1998 and  
that certain letter agreement between Roberts and ACME dated September 29, 1998.

        7.      This agreement may be executed in two or more counterparts, each
of which shall be deemed an original instrument, but all such counterparts shall
constitute but one instrument.                                                  

       IN WITNESS WHEREOF, the undersigned have executed this agreement on the
date first above written.                                                       

                     ROBERTS BROADCASTING OF
             NEW MEXICO, LLC

                        By:  /s/ Steven C. Roberts
                                            ------------------------------------
                         Steven C. Roberts
              Member

                                ACME TELEVISION OF NEW MEXICO, LLC

                      By:  /s/ Thomas D. Allen
                                            ------------------------------------
                    Name:  Thomas D. Allen
                                              ----------------------------------
                              Title:  Executive Vice President
                                               ---------------------------------

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/99							10-Q,  10-Q/A
For Period End:		12/31/98							10-K/A
		11/5/98		1
		9/29/98		2
		8/31/98		1
		8/27/98		1
		8/14/98		2					10-Q
									List all Filings