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Ion Media Networks Inc. – ‘10-Q’ for 6/30/96 – EX-10.107.01

As of:  Tuesday, 8/13/96   ·   For:  6/30/96   ·   Accession #:  950144-96-5239   ·   File #:  1-13452

Previous ‘10-Q’:  ‘10-Q’ on 5/15/96 for 3/31/96   ·   Next:  ‘10-Q’ on 11/14/96 for 9/30/96   ·   Latest:  ‘10-Q’ on 11/13/07 for 9/30/07

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

 8/13/96  Ion Media Networks Inc.           10-Q        6/30/96   41:2.7M                                   Bowne of Atlanta Inc/FA

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-10.107.01   —   First Amendment to Agreement and Plan of Merger

EX-10.107.011st Page of 3TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 10.107.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment"), is dated as of June 27, 1996, by and among Devon W. Paxson ("Devon"), Todd L. Paxson ("Todd" and together with Devon, individually, a "Stockholder" and collectively, the "Stockholders"), Pax Jax, Inc., a Florida corporation (the "PCC Subsidiary"), Paxson Communications Corporation, a Delaware corporation ("PCC"), and Todd Communications, Inc., a Florida corporation (the "Company"). RECITALS A. The parties hereto are parties to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 12, 1996, which provides for the merger of the Company with and into the PCC Subsidiary with the PCC Subsidiary being the surviving corporation. As part of such merger, all of the issued and outstanding shares of Common Stock, par value $1.00 per share, of the Company will be converted into the right to receive Class A Common Stock, par value $.001 per share, of PCC. B. The parties hereto desire to amend the Merger Agreement. AGREEMENTS In consideration of the above recitals and of the mutual agreements and covenants contained in this Amendment and in the Merger Agreement, the parties hereto, intending to be bound legally, agree as follows: 1. Amendment. Section 1.7(c) of the Merger Agreement is hereby amended in its entirety to read as follows: "(c) PCC Shares. The shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an aggregate number of shares of the Class A Common Stock, par value $.001 per share, of PCC (the "PCC Shares") equal to (i) $5,000,000, minus the principal amount outstanding of all indebtedness of the Company as of the Effective Time together with any unpaid interest or other unpaid charges accrued on such indebtedness on or before the Effective Time, divided by (ii) $11. The PCC Shares shall be apportioned between the Stockholders pro rata in accordance with their respective ownership interest in the Company immediately prior to the Effective Time. As of the Effective Time, all shares of Company Common Stock
EX-10.107.012nd Page of 3TOC1stPreviousNextBottomJust 2nd
-2- shall be no longer outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such share of Company Common Stock shall cease to have any rights with respect thereto except the right to receive the PCC Shares in the amount set forth herein. 2. 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). 3. Counterparts. This Amendment may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. 4. Effect of Amendment. Except as expressly modified hereby, the provisions of the Merger Agreement shall remain unchanged and shall remain in full force and effect. 5. Reference to Merger Agreement. It shall not be necessary to refer to this Amendment in any reference to the Merger Agreement. Any reference to the Merger Agreement shall be a reference to the Merger Agreement as amended hereby.
EX-10.107.01Last Page of 3TOC1stPreviousNextBottomJust 3rd
-3- IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. PAX JAX, INC. By: /s/ Lowell W. Paxson ----------------------------------- Name: Lowell W. Paxson Title: Chairman /s/ Todd L. Paxson --------------------------------------- Todd L. Paxson /s/ Devon W. Paxson -------------------------------------- Devon W. Paxson PAXSON COMMUNICATIONS CORPORATION By: /s/ Lowell W. Paxson ---------------------------------- Name: Lowell W. Paxson Title: Chairman TODD COMMUNICATIONS, INC. By: /s/ Devon W. Paxson ---------------------------------- Name: Devon W. Paxson Title: President

Dates Referenced Herein

Referenced-On Page
This ‘10-Q’ Filing    Date First  Last      Other Filings
Filed on:8/13/96None on these Dates
For Period End:6/30/96
6/27/961
4/12/961
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Filing Submission 0000950144-96-005239   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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