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-10.95 — First Amendment
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EXHIBIT 10.95
FIRST AMENDMENT
This FIRST AMENDMENT (the "Amendment") is dated as of February 29,
1996, by and between Channel 55 of Albany, Inc., a Florida corporation
("Buyer"), and Cornerstone Television, Inc., a non-profit corporation
("Seller").
WHEREAS, Buyer and Seller are parties to an Asset Purchase Agreement
(the "Purchase Agreement"), dated as of December 11, 1995; and
WHEREAS, Buyer and Seller desire to amend the terms of the Purchase
Agreement.
NOW, THEREFORE, in consideration of the agreements set forth herein
and in the Purchase Agreement and other valuable consideration the sufficiency
of which is hereby acknowledged, Buyer and Seller agree as follows:
1. Capitalized Terms. All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.
2. Amendments.
a. The first four lines of Section 2.3 of the Purchase
Agreement are hereby amended to read in their entirety as follows:
"2.3 Purchase Price. The Purchase Price for
the Assets shall be TWO MILLION FOUR HUNDRED NINETY THOUSAND
DOLLARS ($2,490,000), adjusted as provided below, plus FIFTY
THOUSAND DOLLARS ($50,000) in payment of the Noncompetition
Agreement:"
b. Section 2.4 of the Purchase Agreement is hereby
amended to read in its entirety as follows:
"2.4 Payment of Purchase Price. The Purchase
Price shall be paid by Buyer to Seller as follows: At the
Closing, Buyer shall pay to Seller (i) the sum of EIGHT
HUNDRED FORTY THOUSAND DOLLARS ($840,000), adjusted as
provided above, by wire transfer of immediately available
funds pursuant to wire instructions which shall be delivered
by Seller to Buyer, at least two days prior to the Closing
Date; and (ii) a Promissory Note and Guaranty in the form of
Schedule 2.4, in the principal amount of ONE MILLION SIX
HUNDRED FIFTY THOUSAND DOLLARS ($1,650,000).
-2-
3. Consent. Seller hereby consents to the transfer of all of the
capital stock of Buyer from The Christian Network, Inc. to Paxson
Communications Television, Inc. or an affiliate thereof.
4. Effect of Amendment. Except as expressly modified hereby, the
provisions of the Purchase Agreement shall remain unchanged and shall remain in
full force and effect.
5. Reference to Purchase Agreement. It shall not be necessary to
refer to this Amendment in any reference to the Purchase Agreement. Any
reference to the Purchase Agreement shall be deemed to be a reference to the
Purchase Agreement as amended hereby.
6. Governing Law. This Amendment shall be governed, construed
and enforced in accordance with the laws of the State of Florida (without
regard to the choice of law provisions thereof).
7. Counterparts. This Amendment may be executed in one or more
counterparts and each executed copy shall constitute an original.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the date first above written.
CHANNEL 55 OF ALBANY, INC.
By: /s/ William L. Watson
------------------------
Name: William L. Watson
Title: Secretary
CORNERSTONE TELEVISION, INC.
By: /s/ Oleen Eagle
-----------------------
Name: Oleen Eagle
Title: President
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 8/13/96 | | | | | | | None on these Dates |
| For Period End: | | 6/30/96 |
| | 2/29/96 | | 1 |
| | 12/11/95 | | 1 |
| List all Filings |
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