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 Xxx Xxxx, Xxxxxx X.
Xxxxxxxx, and Xxxxxxx 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.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
written above.
CHANNEL 32 INCORPORATED
By:/s/Xxx Xxxx
--------------------------------
Xxx Xxxx, Chief Executive Officer
ACME TELEVISION HOLDINGS OF
OREGON, L.L.C.
By:/s/Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx, Managing Member
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