Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 180 1.08M
Business-Combination Transaction
2: EX-3.1 Certificate of Formation 1 15K
3: EX-3.2 Limited Liability Company Agreemen 35 137K
4: EX-3.3 Articles of Incorporation 2 18K
5: EX-3.4 Acme Intermediate Finance, Inc. By-Laws 14 56K
6: EX-4.1 Indenture 148 473K
7: EX-4.2 Indenture 135 432K
9: EX-5.1-INT Exhibit 5.1-Int - Opinion Re: Legality 3 23K
8: EX-5.1-INT Intermediate Opinion 3 24K
10: EX-10.1 Stock Purchase Agreement 46 204K
19: EX-10.10 Management Agreement 14 53K
20: EX-10.11 Exhibit 10.11 - Amendment (Channel 32) 2 20K
21: EX-10.12 Exhibit 10.12 - Noncompetition Agreement for Kwbp 5 28K
22: EX-10.13 Exhibit 10.13 - Management Agreement for Station 16 50K
23: EX-10.14 Management Agreement 14 47K
24: EX-10.15 Exhibit 10.15-Wint Escrow 9 43K
25: EX-10.18 Exhibit 10.18 - Affiliation Agreement for Kwbp 21 67K
26: EX-10.19 Exhibit 10.19 - Commitment Letter From Wb 1 18K
11: EX-10.2 Exhibit 10.2 - Escrow Agreement for Kplr 14 61K
27: EX-10.20 Exhibit 10.20 - Employment Agreement With Gealy 6 33K
28: EX-10.21 Exhibit 10.21 - Employment Agreement With Allen 6 32K
29: EX-10.22 Exhibit 10.22 - Consulting Agreement With Kellner 6 30K
30: EX-10.23 Exhibit 10.23 - Commercial Building Lease for Kwbp 15 68K
31: EX-10.24 Exhibit 10.24 - Lease Agreement for Kwbp Tower 16 65K
32: EX-10.25 Exhibit 10.25 - Lease Agreement for Wbxx 22 74K
33: EX-10.26 Exhibit 10.26 - Tower Lease for Wbxx 13 38K
34: EX-10.27 Exhibit 10.27 - First Modification to Agreement 4 24K
12: EX-10.3 Exhibit 10.3 - Time Brokerage Agreement 19 69K
35: EX-10.30 Exhibit 10.30 - Studio Lease for Kplr 4 27K
36: EX-10.31 Exhibit 10.31 - Tower Lease for Kplr 26 51K
37: EX-10.32 Exhibit 10.32 - Amendment to Tower Leases for Kplr 3 22K
38: EX-10.33 Exhibit 10.33 - Koplar/Roberts - Agreement 15 69K
39: EX-10.35-INT Exhibit 10.35 - Registration Rights Agreement 34 119K
40: EX-10.36-INT Exhibit 10.36 - Membership Unitholders Agreement 31 108K
41: EX-10.37 Purchase Agreement for Intermediate 41 152K
42: EX-10.38-INT Exhibit 10.38 - Securities Pledge Agreement 21 73K
13: EX-10.4 Membership Contribution Agreement 28 102K
14: EX-10.5 Exhibit 10.5 - Asset Purchase Agreement 25 87K
15: EX-10.6 Exhibit 10.6 - Purchase Agreement for Wbxx 63 133K
16: EX-10.7 Exhibit 10.7-Asset Purchase Agreement for Kwbp 38 163K
17: EX-10.8 Exhibit 10.8 - Amendment 3 20K
18: EX-10.9 Exhibit 10.9 - Amendment (Acme) 3 18K
43: EX-21.1-INT Exhibit 21.1 - Subsidiaries 1 15K
44: EX-23.2 Consent of Experts and Counsel 1 15K
45: EX-23.3 Consents of Experts 1 15K
46: EX-23.4 Consent of Experts and Counsel 1 15K
47: EX-24.1-INT Power of Attorney - Allen 1 16K
48: EX-24.2-INT Power of Attorney - Gealy 1 16K
49: EX-24.3-INT Power of Attorney - Kellner 1 16K
50: EX-25.1-INT Exhibit 25.1-Int - Statement of Eligibility 30 106K
51: EX-27.1 Financial Data Schedule 1 19K
52: EX-99.1-INT Exhibit 99.1-Int - Letter of Transmittal 20 68K
53: EX-99.2-INT Exhibit 99.2-Int - Notice of Guaranteed Delivery 5 26K
54: EX-99.3-INT Exhibit 99.3-Int - Letter to Brokers 2 19K
55: EX-99.4-INT Exhibit 99.4-Int - Letter to Clients 2 18K
56: EX-99.5-INT Exhibit 99.5-Int - Instruction to Holder 2 19K
57: EX-99.6-INT Exhibit 99.6-Int - Guidelines for Certification 7 27K
58: EX-99.7 Consent as Member-Koplar 1 16K
59: EX-99.8 Consent as Member-Roberts 1 16K
EX-10.32 — Exhibit 10.32 – Amendment to Tower Leases for Kplr
| EX-10.32 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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September 2, 1986
Mr. Larry D. Marcus
Vice President, Business Affairs
Koplar Communications, Inc.
4935 Lindell Boulevard
St. Louis, MO 63108
Dear Larry:
The Agreement of Lease between Viacom Broadcasting of Missouri Inc. ("Viacom")
as successor-in-interest to CBS Inc. and Koplar Communications Inc. ("Koplar")
dated May 16, 1986 (the "Agreement") is hereby amended as follows:
1. With respect to the provision of downlink services as provided for in
paragraph 3.3(b) and Exhibit B of the Agreement, no station connection charge,
or similar charge, shall be payable for any such service regardless of whether
or not Viacom requires that Koplar reorient a TVRO in order to receive a signal
requested by Viacom. In the event that a re-orientation of Koplar's TVRO is
required in order to receive a signal, Koplar's tariff rates (exclusive of any
station connection charge or similar charge), as published on its then
applicable rate card, shall apply.
2. The last sentence of Exhibit B of the Agreement is hereby deleted and the
following is inserted in its place:
Koplar will provide uplinking services to Viacom on the
following basis:
(a) Services shall be charged at Koplar's applicable
rate card rates (exclusive of any station connection
or similar charge) except that the charge for such
services provided between the hours of 9 A.M.-10
P.M. ("Day Time Service") shall be reduced by 50%.
For services provided between the hours of 10 P.M.-9
A.M. ("Night Time Service"), the 50% reduction shall
be available only to the extent that the total
charges for Night Time Service in any month do not
exceed the
total rate card charges (exclusive of any station
connection or similar charge) for Daytime Service in
that same month. In no event will the reduction in
rate card rates exceed the sum of $500/mth. (the
"Full Reduction Benefit").
(b) If charges for uplink service in any month are
insufficient for Viacom to realize the Full
Reduction Benefit, the difference between Viacom's
actual charge reduction for that month and the Full
Reduction Benefit for such month shall not be
applied to reduce the uplink charges in any
subsequent month.
(c) The aforesaid 50% reduction shall be available
to meet the needs and requirements of KMOV-TV and
not for the sole benefit of any other entity.
3. Koplar warrants and represents that it does not and will" not provide uplink
or downlink services to any other party at rates below those rates which may be
established from time to time on a published rate card. In the event that Koplar
discounts the rates it charges from said rate card rates, Viacom shall receive
the benefit of any such discount.
4. Charges to Viacom for applicable downlink or uplink services shall be paid
within 30 days of invoicing by Koplar except that any such charges may be offset
against any arrearages in payments due to Viacom from Koplar under the
Agreement.
5. Paragraph 2 of the Agreement is hereby deleted and the following is inserted
in its place:
The term of this Lease shall be for a period of 25 years
commencing as of February 1, 1984 (the "Commencement
Date").
6. Paragraph 4(a) of the Agreement is hereby deleted and the following is
inserted in its place:
If Viacom shall discontinue the use of its tower because
it has moved its antenna to another tower, or because of
any other reason, Koplar shall pay to Viacom within 30
days after Viacom gives notice of such expenses to
Koplar, 100% of the annual cost of maintenance of the
tower, unless the tower shall be used by other
commercial television broadcasters, in which event
Koplar shall pay to Viacom that part of 100% of the
annual cost of maintenance of the tower, which is
proportionate to the total number of parties then using
the tower for so long as such parties continue to use
the tower.
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7. The following is inserted at the beginning of paragraph 4(b) of the
Agreement:
In the event a new tower is built in the St. Louis market
whose height and/or coverage is superior to the demised
premises and as a result Koplar decides to transfer its
broadcasting transmission facilities, then . . . .
8. The following is inserted at the end of paragraph 4(b) of the Agreement:
Koplar's obligation to employ its best efforts on behalf
of Viacom as described in this paragraph is contingent
upon the tower's structural ability to meet Viacom's
needs.
9. The termination letter from Viacom to Koplar dated May 27, 1986, is hereby
rescinded, and Koplar and Viacom acknowledge that the billing dispute for
payment for downlink services has been resolved so that Viacom shall not be
charged for any station connection charge or similar charge for downlink or
uplink services.
Except as provided hereinabove, the Agreement of Lease between
Viacom and Koplar dated May 16, 1986, shall remain in full force and effect on
all the same terms and conditions as provided therein.
VIACOM BROADCASTING
OF MISSOURI INC.
/s/Arthur Tek
-----------------------------------
KOPLAR COMMUNICATIONS INC.
/s/Larry Marcus 9/10/86
-------------------------------------
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