Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 @Entertainment, Inc. 185 1.02M
2: EX-2.1 Form of Contribution Agreement 20 57K
3: EX-2.2 Form of Purchase Agreement 10 33K
4: EX-3.1 Amended & Restated Certificate of Incorporation 18 73K
5: EX-3.2 Bylaws of @Entertainment, Inc. 40 174K
6: EX-3.3 Form of Shareholders Agreement 80 230K
7: EX-3.4 Termination Agreement 3 14K
8: EX-3.5 Form of Registration Rights Agreement 23 74K
9: EX-5 Opinion of Baker & McKenzie 2 13K
10: EX-8 Form of Opinion of Baker & McKenzie 1 10K
11: EX-9.1 Form of Voting Agreement 7 26K
12: EX-9.2 Side Letter 5 16K
15: EX-10.11 Employment Agreement 6 37K
16: EX-10.12 Stock Option Agreement 11 54K
17: EX-10.13 Form of Employment Agreement 5 37K
18: EX-10.14 Form of Employment Agreement 6 33K
19: EX-10.15 Stock Option Agreement 11 53K
20: EX-10.16 Form of Stock Option Plan 29 74K
21: EX-10.19 Agreement for Digital Transmission 96 233K
13: EX-10.2 Form of Management Agreement 3 12K
22: EX-10.20 Agreement for Digital Transmission 95 231K
23: EX-10.21 Agreement for Digital Transmission 95 235K
14: EX-10.3 Form of Service Agreement 12 38K
24: EX-11.1 Statement Re: Calculation of Per Share Earnings 1 10K
25: EX-15 Letter From Kpmg Peat Marwick LLP 1 10K
26: EX-21 List of Subsidiaries 1 11K
27: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 11K
28: EX-23.2 Consent of Kpmg Peat Marwick LLP 1 11K
29: EX-27 ƒ Financial Data Schedule 1 11K
Exhibit 3.4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT ("Termination Agreement"), entered into on this __
day of June 1997, by and between Poland Communications, Inc., a New York
corporation (the "Company"); Polish Investments Holding L.P., a limited
partnership organized under the laws of Delaware ("PIHLP"); ECO Holdings III
Limited Partnership, a limited partnership organized under the laws of Delaware
("ECO"); Roger M. Freedman, an individual resident of the State of Connecticut
("RMF"); Steele, LLC, a Connecticut limited liability company ("Steele"); the
AESOP Fund, L.P., a Delaware limited partnership ("AESOP"); The Cheryl Ann
Chase Marital Trust, a trust organized under the laws of Connecticut ("CACMT").
PIHLP, ECO, RMF, Steele, AESOP and CACMT shall hereinafter be referred to as
the Shareholders.
WHEREAS, the Shareholders have agreed that it would be in their
respective best interests to terminate that certain Shareholders' Agreement
dated March 29, 1996, as amended ("Shareholders' Amendment") by and between the
Shareholder and the Company;
WHEREAS, Section 15(i) of the Shareholders' Agreement provides that
shareholders holding not less than 65% of all of the total Voting Power (as
defined therein) may agree to terminate the Shareholders' Agreement; and
WHEREAS, the Shareholders collectively hold 100% of the Voting Power;
NOW THEREFORE, in consideration of the mutual agreements set forth
below and other valuable consideration, the Shareholders, intending to be bound
legally, hereby agree as follows:
1. The Shareholders' Agreement, without any further legal
action on behalf of or by the Shareholders, is hereby
terminated and ceases to have any legal effect as of the
date first written above.
IN WITNESS WHEREOF, the Shareholders have caused this Termination
Agreement to be duly executed by their authorized representatives as of the
date first written above.
POLISH INVESTMENTS HOLDING L.P.,
a Delaware limited partnership
By: CHASE POLISH ENTERPRISES, INC.,
a Delaware corporation
MANAGING GENERAL PARTNER
By: _______________________________
Name:
Title:
ECO HOLDINGS III LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Advent ECO III L.L.C., general partner
By: Global Private Equity II Limited
Partnership, member
By: Advent International Limited
Partnership, general partner
By: Advent International Corporation,
general partner
By: ________________________________
Name:
Title:
_________________________________
Roger M. Freedman
STEELE LLC, a Connecticut limited liability company
By: _____________________________
Name: Richard B. Steele
Title:
THE CHERYL ANNE CHASE MARITAL
TRUST, a Connecticut trust
By: _____________________________
Name:
Title:
By: _____________________________
Name:
Title:
2
THE AESOP FUND, L.P., a Delaware limited partnership
By: _________________________________
a_________________________________
MANAGING GENERAL PARTNER
By: _________________________________
Name:
Title:
3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/24/97 | | | | | | | None on these Dates |
| | 3/29/96 | | 1 |
| List all Filings |
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