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-10.9 — Exhibit 10.9 – Amendment (Acme)
EX-10.9 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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AMENDMENT
This Amendment is made this 2nd day of June, 1997 by and between ACME
Television Holdings of Oregon, L.L.C. ("ACME") and Channel 32 Incorporated
("Channel 32").
WHEREAS, NewCo of Oregon, Inc. and Channel 32 entered into a certain Asset
Purchase Agreement (the "Agreement") dated January 31, 1997 concerning the
assignment of certain assets used or useful in the operation of KWBP-TV in
Salem, Oregon (the "Station"); and
WHEREAS, NewCo of Oregon, Inc. assigned its interest in the Agreement to
ACME; and
WHEREAS, the Federal Communications Commission ("FCC") has approved the
assignment of the FCC licenses for the Station from Channel 32 to ACME; and
WHEREAS, ACME is prepared to advance $125,000 of the Purchase Price under
the Agreement to Channel 32 prior to Closing of the transactions contemplated by
the Agreement in exchange for Channel 32's cooperation in deferring the Closing
of the transaction until June 10, 1997 or later;
NOW, THEREFORE, in light of the foregoing and the mutual promises and
covenants contained herein, the parties hereby agree as follows:
1. Upon execution of this Amendment, ACME will, on behalf of Channel 32,
wire or otherwise provide $125,000 to the account of Peregrine Communications
LTD. The $125,000 shall be deducted from the Purchase Price to be paid by Buyer
to Seller at the Closing pursuant to Section 1.2 of the Agreement. If the
Closing contemplated by the Agreement is not held for any reason, Channel 32
shall be obligated to reimburse ACME for the foregoing $125,000 in accordance
with the provisions of Section 1.2.3 of the Agreement.
2. Notwithstanding anything to the contrary in Section 1.5.1 of the
Agreement, the Closing, as that term is defined in the Agreement, shall be held
at a date set by Buyer on or before June 26, 1997.
3. This Amendment may be signed in counterpart, and all such counterparts
shall collectively be deemed one and the same document.
4. Except as reflected in this Amendment and any prior document executed by
both parties, the Agreement remains unchanged.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
CHANNEL 32 INCORPORATED
By:/s/Daniel J. Alderman
--------------------------------
Daniel J. Alderman, Executive
Vice President
ACME TELEVISION HOLDINGS OF
OREGON, L.L.C.
By:/s/Douglas Gealy
--------------------------------
Douglas Gealy, Managing Member
3
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 11/19/97 | | | | | | | None on these Dates |
Filed on: | | 11/14/97 |
| | 6/26/97 | | 2 |
| | 6/10/97 | | 1 |
| | 1/31/97 | | 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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