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-10.30 — Exhibit 10.30 – Studio Lease for Kplr
| EX-10.30 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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COMMERCIAL LEASE
THIS LEASE, MADE AND ENTERED INTO, THIS 1st DAY OF January 1994,
BY AND BETWEEN
Koplar Properties Inc., a Missouri corporation
PARTIES HEREINAFTER CALLED LESSOR, AND
Koplar Communications, Inc., a Missouri corporation
HEREINAFTER CALLED LESSEE,
WITNESSETH, THAT THE SAID LESSOR FOR AND IN CONSIDERATION OF
THE RENTS, COVENANTS AND AGREEMENTS HEREINAFTER MENTIONED AND HEREBY
AGREED TO BE PAID, KEPT AND PERFORMED BY SAID LESSEE, OR LESSEES,
SUCCESSORS AND ASSIGNS, HAS LEASED AND BY THESE PRESENTS DOES LEASE
TO SAID LESSEE THE FOLLOWING DESCRIBED PREMISES, SITUATED IN THE
City OF St. Louis STATE OF MISSOURI, TO-WIT:
The portion of the roof of the premises located at 26 Maryland
Plaza on which now stands an antenna and receiving dish and
related equipment, plus the space within ten feet on all sides.
PREMISES
USE OF TO HAVE AND TO HOLD THE SAME, SUBJECT TO THE CONDITIONS HEREIN
PREMISES CONTAINED, AND FOR NO OTHER PURPOSES OF BUSINESS THAN THAT OF
Placement and use of an antenna and receiving and
related equipment
TERM AND FOR AND DURING THE TERM OF ten years COMMENCING ON THE first day
RENTAL of January 1994 AND ENDING ON THE thirty-first day of December
2004 AT THE YEARLY RENTAL OF Ninety-Six Thousand
-------------DOLLARS, PAYABLE IN ADVANCE IN EQUAL quarterly
INSTALLMENTS OF Twenty-Four Thousand ($24,000) DOLLARS
Quarterly payments are due on Jan 1, Apr 1, July 1 and Oct 1. Lessor
shall have the right to cancel this lease at any time after one year
upon thirty days notice to Lessee.
At Option of Lessor, this lease may be extended for an additional
three years by Lessor giving additional notice to Lessee at least
sixty days prior to the end of the initial term.
This lease is not assignable, nor shall said premises or any
part thereof be sublet, used or permitted to be used for any
purpose other than above set forth without the written consent of
the Lessor endorsed hereon; and if this lease is assigned or the
ASSIGNMENT premises of any part thereof sublet without the written consent
OR of the Lessor, or if the Lessee shall become the subject of a
SUB-LETTING court proceeding in bankruptcy or liquidating receivership or
shall make an assignment for the benefit of creditors, this lease
may by such fact or unauthorized act be canceled at the option of
the Lessor. Any assignment of this lease or subletting of said
premises or any part thereof with the written consent of the Lessor
shall not operate to release the Lessee from the fulfillment
on Lessee's part of the covenants and agreements herein
contained to be by said Lessee performed, nor authorize any
subsequent assignment of subletting without the written consent of
the Lessor.
REPAIRS All repairs and alterations deemed necessary by Lessee
AND shall be made by said Lessee at Lessee's cost and expense with
ALTERATIONS the consent of Lessor; and all repairs and alterations so made
shall remain as a part of the realty; all plate and other glass now
in said demised premises is at the risk of said Lessee, and if
broken, is to be replaced by and at the expense of said Lessee.
The Lessee agrees to keep said premises in good order and
repair and free from any nuisance or filth upon or adjacent thereto,
and not to use or permit the use of the same or any part thereof f or
any purpose forbidden by law or ordinance now in force or hereafter
enacted in respect to the use or occupancy of said premises. The
Lessor or legal representatives may, at all reasonable hours, enter
upon said premises for the purpose of examining the condition thereof
and making such repairs as Lessor may see fit to make.
If the cost of insurance to said Lessor on said premises shall
be increased by reason of the occupancy and use of said demised
premises by said Lessee or other person under said Lessee, all such
increase over the existing rate shall be paid by said Lessee to said
Lessor on demand. The Lessee agrees to pay double rent for each day
the Lessee, or any one holding under the Lessee, shall retain the
demised premises after the termination of this lease, whether by
limitation or forfeiture.
DAMAGE TO Lessor shall not be liable to said Lessee or any other person
TENANTS' or corporation, including employees, for any damage to their person
PROPERTY or property caused by water, rain, snow, frost, fire, storm
and accidents, or by breakage, stoppage or leakage of water, gas,
heating and sewer pipes or plumbing, upon, about or adjacent
to said premises.
The destruction of said building or premises by fire, or the
elements, or such material injury thereto as to render said premises
unquestionably untenantable for ___ days, shall at the option of said
Lessor or Lessee produce and work a termination of this lease.
If the Lessor and Lessee cannot agree as to whether said
building or premises are unquestionably untenantable for ___ days,
the fact shall be determined by arbitration; the Lessor and the
Lessee shall each choose an arbitrator within five days after either
has notified the other in writing of such damage, the two so chosen,
before entering on the discharge of their duties, shall elect a
third, and the decision of any two of such arbitrators shall be
conclusive and binding upon both parties hereto.
If it is determined by arbitration, or agreement between the
Lessor and the Lessee, that said building is not unquestionably
untenantable for days, then said Lessor must restore said building at
Lessor's own expense, with all reasonable speed and promptness, and
in such case a just and proportionate part of said rental shall be
abated until said premises have been restored.
Failure on the part of the Lessee to pay any installment of
rent or increase in insurance rate promptly as above set out, as and
when the same becomes due and payable, or failure of the Lessee
promptly and faithfully to keep and perform each and every covenant,
agreement and stipulation herein on the part of the Lessee to be kept
and performed, shall at the option of the Lessor cause the forfeiture
of this lease.
Possession of the within demised premises and all additions and
permanent improvements thereof shall be delivered to Lessor upon ten
days' written notice that Lessor has exercised said option, and
thereupon Lessor shall be entitled to and may take immediate
possession of the demised premises, any other notice or demand being
hereby waived.
Any and all notices to be served by the Lessor upon the Lessee
for any breach of covenant of this lease, or otherwise, shall be
served upon the Lessee in person, or left with anyone in charge of
the premises, or posted upon some conspicuous part of said premises.
Said Lessee will quit and deliver up the possession of said
premises to the Lessor or Lessor's heirs, successors, agents or
assigns, when this lease terminates by limitation or forfeiture, with
all window glass replaced, if broken, and with all keys, locks,
bolts, plumbing fixtures, elevator, sprinkler, boiler and heating
appliances in as good order and condition as the same are now, or may
RE-ENTRY hereafter be made by repair in compliance with all the covenants of
this lease, save only the wear thereof from reasonable and careful
use.
But it is hereby understood, and Lessee hereby covenants with
the Lessor, that such forfeiture, annulment or voidance shall not
relieve the Lessee from the obligation of the Lessee to make the
monthly payments of rent herein before reserved, at the times and in
the manner aforesaid; and in case of any such default of the Lessee,
the Lessor may re-let the said premises as the agent for and in the
name of the Lessee. at any rental readily obtainable, applying the
proceeds and avails thereof, first, to the payment of such expense as
the Lessor may be put to in re-entering, and then to the payment of
said rent as the same may from time to time become due, and toward
the fulfillment of the other covenants and agreements of the Lessee
herein contained, and the balance, if any, shall be paid to the
Lessee; and the Lessee hereby covenants and agrees that if the Lessor
shall recover or take possession of said premises as aforesaid, and
be unable to re-let and rent the same so as to realize a sum equal to
the rent hereby reserved, the Lessee shall and will pay to the Lessor
any and all loss of difference of rent for the residue of the term.
The Lessee hereby gives to the Lessor the right to place and maintain
its usual "for rent" signs upon the demised premises, in the place
that the same are usually displayed on property similar to that
herein demised or the last thirty days of this lease.
Lessee shall have an easement of access through the premises of
26 Maryland Plaza to the roof of the premises for purposes of
maintenance and repair of the antenna, receive disk and related
equipment.
Lessee shall pay the entire cost of electricity for 26 Maryland
Plaza. In the event a part or all of the building is occupied
by other persons or entities, the parties will mutually agree
on the portio not the electric bill to be paid by Lessee.
No waiver of any forfeiture, by acceptance of rent or
No otherwise, shall waive any subsequent cause of forfeiture, or breach
Construc- of any condition of this lease; nor shall any consent by the Lessor
tive to any assignment or subletting of said premises, or any part
Waiver thereof, be held to waive or release any assignee or sub-lessee from
any of the foregoing conditions or covenants as against him or them;
but every such assignee and sub-lessee shall be expressly subject
thereto.
Whenever the word "Lessor" is used herein it shall be construed
to include the heirs executors, administrators, successors, assigns
or legal representatives of the Lessor; and the word "Lessee" shall
include the heirs, executors, administrators, successors, assigns or
legal representatives of the Lessor; and the word "Lessee" shall
include the heirs, executors, administrators, successors, assigns or
legal representatives of the Lessee and the words Lessor and Lessee
shall include single and plural, individual or corporation, subject
always to the restrictions herein contained, as to subletting or
assignment of this lease.
IN WITNESS WHEREOF, the said parties aforesaid have duly
executed the foregoing instrument or caused the same to executed the
day and year first above written.
KOPLAR PROPERTIES INC.
BY: /s/Edward J. Koplar
------------------------------
Lessor
KOPLAR COMMUNICATIONS INC.
BY: /s/Edward J. Koplar
-----------------------------
Lessee
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