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-10.8 — Exhibit 10.8 – Amendment
| EX-10.8 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
AMENDMENT
This Amendment is made this 25th day of April 1997 by and among Channel 32
Incorporated ("Seller") and Acme Television Holdings of Oregon, L.L.C.
("Buyer").
WHEREAS, Seller and Buyer executed that certain Asset Purchase Agreement
(the "Agreement") on January 31, 1997 concerning the sale of the assets for
television stations KWBP-TV in Salem, Oregon (the "Station"); and
WHEREAS, Seller and Buyer filed an application with the Federal
Communications Commission ("FCC") seeking the FCC's approval for the assignment
of the Station's FCC Licenses from Seller to Buyer; and
WHEREAS, the FCC has requested that Seller and Buyer modify certain
language in Section 1.2.3. of the Agreement;
NOW, THEREFORE, in view of the foregoing and the mutual premises and
covenants contained herein, Seller and Buyer hereby agree as follows:
1. Section 1.2.3 of the Agreement is amended to read as follows:
Loan to Seller. If the Closing does not occur by
May 31, 1997, Buyer will loan or cause to be
loaned to Seller Ten Million Dollars ($10,000,000)
on that date to be used to pay in full all
outstanding balances of any debt of Seller. The
loan will be payable at the Closing or, in the
event there is no Closing, within twelve (12)
months from the termination of the Purchase
Agreement. The loan will be evidenced by a
Promissory Note (the "Note") in the form of
Exhibit A annexed hereto which will bear annual
interest on the outstanding principal (with the
rate of interest to be
determined by the third party lender providing the
funds). If there is no Closing then, in that
event, Seller and Buyer will immediately commence
efforts to refinance or recapitalize the Seller.
If no agreement can be reached by the parties
within 120 days after termination with respect to
any refinancing or recapitalization plan, then, in
that event, Seller shall initiate efforts in
conjunction with Buyer and/or its principals to
sell the Station to a third party. The proceeds of
the sale to a third party will be used to (1)
first repay the aforementioned loan and accrued
interest (to the extent not previously paid), (2)
then reimburse Buyer for any net losses incurred
by Buyer under the MA and (3) then pay Buyer 50%
of the gross amount received in excess of $22
Million. The loan will be secured by (1) a first
security interest in accordance with the form
annexed hereto as Exhibit B in all the Station
Assets (except the FCC Licenses) and in the
proceeds of the sale of all the Station Assets,
including but not limited to the FCC Licenses, (2)
pledges of stock for Seller and Peregrine
Communication, Ltd. ("Peregrine") and (3) the
personal guarantees of Roy Rose, Daniel J.
Alderman, and Hampton Holdings, L.L.C., an Oregon
limited liability company, in the form of
Exhibit C annexed hereto: provided, that Buyer
will not invoke its remedies under those
guarantees unless and until it is determined that
the aforementioned pledged stock is insufficient
to repay the amounts due Buyer under the
aforementioned loan.
2. Except as set forth in paragraph 1 of this Amendment, the Agreement, as
amended on February 26, 1997, remains unchanged.
3. This Amendment may be executed in counterparts, and all counterparts
shall collectively be deemed one and the same document.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
written above.
CHANNEL 32 INCORPORATED
By:/s/Roy Rose
--------------------------------
Roy Rose, Chief Executive Officer
ACME TELEVISION HOLDINGS OF
OREGON, L.L.C.
By:/s/Douglas Gealy
--------------------------------
Douglas Gealy, Managing Member
3
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 |
| | 5/31/97 | | 1 |
| | 2/26/97 | | 2 |
| | 1/31/97 | | 1 |
| List all Filings |
↑Top
Filing Submission 0001024739-97-000727 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 6:46:21.1pm ET 