Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Paxson Communications, Inc. Form 10-Q 21 142K
13: EX-10.100 Asset Purchase Agreement 40 175K
14: EX-10.101 Asset Purchase Agreement 41 177K
15: EX-10.102 Asset Purchase Agreement 45 190K
16: EX-10.103 Construction Agreement 9 37K
17: EX-10.104 Loan Agreement 29 120K
18: EX-10.105 Asset Purchase Agreement 44 184K
19: EX-10.106 Asset Purchase Agreement 42 176K
20: EX-10.107 Agreement and Plan of Merger 34 110K
21: EX-10.107.01 First Amendment to Agreement and Plan of Merger 3 17K
22: EX-10.108 Asset Purchase Agreement 41 174K
23: EX-10.109 Option Agreement 9 35K
24: EX-10.110 Subordinated Note 13 50K
25: EX-10.111 Asset Purchase Agreement 40 142K
26: EX-10.112 Asset Purchase Agreement 40 169K
27: EX-10.113 Time Brokerage Agreement 28 96K
28: EX-10.114 Purchase Agreement 17 63K
29: EX-10.115 Asset Purchase Agreement 32 138K
30: EX-10.116 Asset Purchase Agreement 32 148K
31: EX-10.117 Asset Purchase Agreement 32 144K
32: EX-10.118 Asset Purchase Agreement 33 147K
33: EX-10.119 Time Brokerage Agreement 16 70K
34: EX-10.120 Loan Agreement 28 109K
35: EX-10.121 Second Amendment to Asset Purchase Agreement 6 22K
36: EX-10.122 Asset Purchase Agreement 41 180K
37: EX-10.123 Asset Purchase Agreement 94 303K
38: EX-10.124 Loan Agreement 52 170K
39: EX-10.125 Time Brokerage Agreement 28 98K
40: EX-10.126 Option Agreement 18 64K
2: EX-10.89 Amended as Restated Promissory Note 6 25K
3: EX-10.90 First Anemdment to Loan Agreement 2 15K
4: EX-10.91 Asset Purchase Agreement 15 73K
5: EX-10.92 Asset Purchase Agreement 41 174K
6: EX-10.93 The Brokerage Agreement 29 97K
7: EX-10.94 Asset Purchase Agreement 38 173K
8: EX-10.95 First Amendment 2 15K
9: EX-10.96 Promissory Note 4 21K
10: EX-10.97 Stock Purchase Agreement 42 199K
11: EX-10.98 Asset Purchase Agreement 42 178K
12: EX-10.99 Asset Purchase Agreement 42 177K
41: EX-27 Financial Data Schedule (For SEC Use Only) 1 12K
EX-10.121 — Second Amendment to Asset Purchase Agreement
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EXHIBIT 10.121
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT is dated as of July
___, 1996, by and between LeSea Broadcasting Corporation, an Indiana
not-for-profit corporation, and Channel 55 of Milwaukee, Inc., a Florida
corporation ("Buyer").
RECITALS
A. Seller and The Christian Network, Inc., a Florida
not-for-profit corporation ("CNI"), have entered into an Asset Purchase
Agreement dated as of March 31, 1995, as amended through the date hereof (the
"Purchase Agreement"), under which CNI agreed, subject to the terms and
conditions set forth therein, to purchase from Seller substantially all the
assets used or useful in the business or operations of television station
WHKE-TV, Kenosha, Wisconsin (the "Station").
B. As contemplated by the Purchase Agreement, CNI, Seller and
First Union National Bank of Florida entered into an Escrow Agreement dated
March 31, 1995 (the "Escrow Agreement").
C. Pursuant to its right under the Purchase Agreement, CNI
assigned its rights and interests under the Purchase Agreement to Buyer.
D. Seller, Paxson Communications Corporation and CNI have entered
into a letter agreement dated June 2, 1995, concerning certain claims of John
R. Miller ("Miller") arising under the terms of an employment agreement between
Miller and Seller (the "Indemnity Agreement").
E. Seller and CNI have entered into a letter agreement dated
February 29, 1996, pursuant to which Buyer and Seller agreed to amend the
Purchase Agreement as set forth therein (the "First Amendment").
F. Seller and Buyer desire to further amend the Purchase
Agreement as set forth herein.
G. All capitalized terms used herein and not otherwise defined
herein shall have the same meanings assigned to them in the Purchase Agreement.
AGREEMENTS
In consideration of the above premises and the covenants and
agreements contained in the Purchase Agreement and this Second Amendment, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer,
intending to be legally bound, hereby agree as follows:
SECTION 1. CLOSING DATE; ACCOUNTING MATTERS
(a) Notwithstanding the requirements of Section 8.1(a) of the
Purchase Agreement, Seller and Buyer agree that the Closing shall take place at
10:00 a.m. on July ___, 1996.
(b) Section 2.1(g) of the Purchase Agreement is hereby deleted and
the following Section 2.1(g) is substituted in its place:
(g) The Accounts Receivable as of 11:59 p.m., Kenosha,
Wisconsin, time on the Closing Date ("Seller's
Receivables");
(c) Section 2.3(a) of the Purchase Agreement shall be amended to
provide that Seller shall be responsible for all expenses, costs and
liabilities allocable to the period ending on the Closing Date, and Buyer shall
be responsible for all expenses, costs and obligations allocable to the period
commencing on the day following the Closing Date.
(d) The first sentence of Section 2.5 shall be deleted in its
entirety and the following sentence shall be substituted in its place:
Buyer shall assume and undertake to pay, discharge and perform
all obligations and liabilities of Seller under the Licenses
and the Assumed Contracts insofar as they relate to the time
on and after the day following the Closing Date and arise out
of events related to Buyer's ownership of the assets or its
operation of the Station on or after the day following the
Closing Date.
SECTION 2. ASSIGNMENT OF ESCROW AGREEMENT
Seller hereby consents to the assignment by CNI to Buyer of CNI's
rights and interests under the Escrow Agreement.
SECTION 3. LIST OF ACCOUNTS RECEIVABLE
Notwithstanding the requirement of Section 8.2(h) to the contrary,
Buyer agrees that Seller shall prepare and deliver to Buyer the list of the
Station's accounts receivable contemplated by Section 8.2(h) no later than five
business days following the Closing Date.
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SECTION 4. CERTIFICATIONS
(a) Buyer hereby certifies to Seller that the total amount of
actual legal fees and related expenses incurred by Paxson Communications
Corporation and/or CNI in connection with the defenses undertaken pursuant to
Paragraph 1 of the Indemnity Agreement exceeds $125,000.
(b) Seller hereby certifies to Buyer that Exhibit A hereto
contains an accurate list of the license fees owed by Seller as of July 1,
1996, pursuant to the Viacom Program License Agreements set forth in Schedule
2.3 to the Purchase Agreement.
SECTION 5. TANGIBLE PERSONAL PROPERTY
Seller represents and warrants to Buyer that Exhibit B hereto lists
all material items of Tangible Personal Property other than (a) such items of
Tangible Personal Property that have been acquired since March 31, 1995 and (b)
such items of Tangible Personal Property that have been disposed of by Seller
in connection with the acquisition of replacement property of equivalent kind
and value. Upon Buyer's request, Seller shall cooperate with Buyer in the
preparation as soon as practicable following the Closing of a revised list of
Tangible Personal Property as of the Closing Date.
SECTION 6. PURCHASE PRICE
Buyer and Seller agree that the first sentence of Section 2.3 of the
Purchase Agreement shall be deleted and the following sentence shall be
substituted in its place:
2.3 Purchase Price. The Purchase Price for the Assets and
the covenants of Seller set forth in the Noncompetition Agreement
referred to in Section 6.14 shall be THREE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($3,500,000) adjusted as provided below:
SECTION 7. MISCELLANEOUS
7.1 Other Provisions. Except where inconsistent with the express
terms of this Amendment, all provisions of the Purchase Agreement as originally
entered into shall remain in full force and effect.
7.2 Governing Law. This Amendment shall be governed, construed, and
enforced in accordance with the laws of the State of Wisconsin (without regard
to the choice of law provisions thereof).
7.3 Rules of Construction. The rules of construction set forth in
the Purchase Agreement shall apply to this Amendment.
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7.4 Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns.
7.5 Further Assurances. The parties shall take any actions and
execute any other documents that may be necessary or desirable to the
implementation and consummation of this Amendment.
7.6 Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.
LESEA BROADCASTING CORP.
By: /s/ Peter Sumrall
-------------------------------
Name: Peter Sumrall
Title: Vice President
CHANNEL 55 OF MILWAUKEE, INC.
By: /s/ James L. West
------------------------------
James L. West
Chairman
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| EX-10.121 | Last Page of 6 | TOC | 1st | Previous | Next | ↓Bottom | Just 6th |
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EXHIBIT 10.122
================================================================================
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
PAXSON COMMUNICATIONS LPTV, INC.
AND
ELECTRON COMMUNICATIONS CORPORATION
* * *
JULY 1, 1996
================================================================================
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/13/96 |
| | 7/1/96 | | 3 | | 6 |
| For Period End: | | 6/30/96 |
| | 2/29/96 | | 1 |
| | 6/2/95 | | 1 |
| | 3/31/95 | | 1 | | 3 | | | 10-Q |
| List all Filings |
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