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
AMENDMENT
This Amendment (the "Amendment)" dated June 17, 1997 to that certain
Management Agreement ("Agreement") by and between Channel 32 Incorporated
("Licensee") and Newco of Oregon, Inc. dated February 6, 1997, is made by and
between Licensee and Acme Television Holdings of Oregon, L.L.C., assignee of
Newco's interest under the Agreement ("Broker"). All capitalized terms used
herein shall refer to the definitions set forth in the Agreement and in the
Purchase Agreement.
1. Section 2.2 (b) of the Agreement provides that at the Closing as defined
in the Purchase Agreement, Seller shall execute a Promissory Note with Broker as
Lender in the amount of 20% of the net losses incurred by Broker ("Principal")
under the Agreement.
2. The parties hereto have been able to determine the amount of Principal
due to Broker for the period from the commencement of the Agreement through
April 30, 1997, however, the parties have not determined the amount of Principal
due to Broker for the period May 1 through the Closing Date.
3. The parties therefore agree that, on the Closing Date, Licensee shall
execute and deliver to Broker a Promissory Note in the form attached hereto as
Exhibit A in the amount of Principal due to Broker through April 30, 1997, and
further, that upon the earlier of sixty (60) days after the Closing Date or
within five (5) business days after the amount of additional Principal has been
determined by mutual agreement, Licensee shall deliver to Broker an Amended
Promissory Note with a Principal amount equal to 20% of the aggregate net losses
of Broker from the commencement of the Agreement through the Closing Date.
Interest on the Principal amount of the Amended Promissory Note shall be
calculated as accruing from the Closing Date. Upon delivery to Broker of the
Amended Promissory Note, Broker shall cancel, mark as void and deliver to
Licensee the Promissory Note delivered at the Closing.
4. In the event that the parties can not agree as to the net losses
incurred by Broker for the period May 1 through the Closing Date, the matter
shall be referred to the decision of a mutually acceptable CPA, whose decision
shall be final and binding on the parties. Such referral shall occur if the
Amended Promissory Note has not been executed and delivered to Broker within
sixty (60) days of the Closing Date.
5. All other terms and conditions of the Agreement shall remain in full
force and effect, and shall not be deemed to be modified hereby, unless and only
to the extent specifically referred to herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment,
intending to be bound by the provisions hereof, as of the date set forth above.
CHANNEL 32 INCORPORATED
/s/Roy Rose
---------------------------------
Roy Rose, Chief Executive Officer
ACME TELEVISION HOLDINGS OF OREGON, L.L.C.
/s/Douglas Gealy
----------------------------------
Douglas Gealy, Managing Member
2
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/19/97 | | | | | | | None on these Dates |
| Filed on: | | 11/14/97 |
| | 6/17/97 | | 1 |
| | 4/30/97 | | 1 |
| | 2/6/97 | | 1 |
| List all Filings |
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Filing Submission 0001024739-97-000727 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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