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EXHIBIT 10.54
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY APPLICABLE STATE LAW, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS (a) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH
TRANSACTION OR (b) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY ARE ALSO SUBJECT TO
CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THE ACME TELEVISION HOLDINGS, LLC
LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF THE DATE HEREOF, AND A CERTAIN
INVESTMENT AND LOAN AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG THE
COMPANY AND THE PARTIES IDENTIFIED ON THE SIGNATURE PAGES THERETO.
CONVERTIBLE DEBENTURE
DUE JUNE 30, 2008
$[ ] June 17, 0000
Xxxxxx, Xxxxxxxxxxxxx
FOR VALUE RECEIVED, ACME TELEVISION HOLDINGS, LLC, a Delaware limited
liability company (the "Maker"), promises to pay to [ ] (hereinafter called the
"Payee"), or to its order, at its address [ ], the principal sum of [ ],
together with interest in arrears on the unpaid principal balance from time to
time outstanding from the date hereof until the entire principal amount due
hereunder is paid in full at the rates provided in that certain Investment and
Loan Agreement dated as of the date hereof by and among the Payee, the Maker and
the other parties identified on the signature pages thereto (the "Agreement").
Principal shall be paid, and interest shall accrue and be paid, as provided in
the Agreement.
This Convertible Debenture due June 30, 2008 ("Debenture") is one of
the Debentures (as defined in the Agreement) referred to in and issued pursuant
to the Agreement, and is entitled to the benefits of, and is subject to, the
terms and provisions of the Agreement, including, without limitation, the terms
and provisions relating to payment and conversion of the Debentures. The
outstanding principal amount of this Debenture shall be paid in full as provided
in the Agreement and may only be prepaid in accordance with the provisions of
the Agreement.
In the event that the Payee or any subsequent holder of this Debenture
shall exercise or endeavor to exercise any of its remedies hereunder or under
the Agreement, the Maker shall pay on demand all reasonable costs and expenses
incurred in connection therewith including, without limitation, reasonable
attorneys' fees, and the Payee may take judgment for all such amounts in
addition to all other sums due hereunder; provided, however, that any remedies
hereunder or under the Agreement may only be exercised by a holder hereof in
accordance with the terms of the Agreement.
Except as otherwise specifically provided in the Agreement, the Maker,
to the extent permitted by applicable law, waives presentment for payment,
protest and demand, and notice of
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protest, demand and/or dishonor and nonpayment of this Debenture, and all other
notices or demands otherwise required by law that the Maker may lawfully waive.
No unilateral consent or waiver by the Payee with respect to any action or
failure to act which, without consent or waiver, would constitute a breach by
the Maker of any provision of this Debenture or the Agreement, shall be valid
and binding unless in writing and signed by all required parties in accordance
with Section 12.1 of the Agreement.
Upon receipt of evidence satisfactory to the Maker of the loss, theft,
destruction or mutilation of this Debenture and, in the case of any such loss,
theft or destruction, upon delivery of indemnity satisfactory to the Maker, or
in case of such mutilation, upon surrender and cancellation of this Debenture,
the Maker will issue a new debenture, of like tenor, in lieu, and dated the
date, of such lost, stolen, destroyed or mutilated Debenture.
The rights and obligations of the Maker and all provisions hereof shall
be governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.
All agreements between the Maker and the Payee are hereby expressly
limited so that in no contingency or event whatsoever shall the amount paid or
agreed to be paid to the Payee for the use, forbearance or detention of the
indebtedness evidenced hereby exceed the maximum permissible under applicable
law. As used herein, the term "applicable law" shall mean the law in effect as
of the date hereof; provided, however, that in the event there is a change in
the law which results in a higher permissible rate of interest than the highest
permissible rate under applicable law in effect as of the date hereof, then this
Debenture shall be governed by such new law as of its effective date. If, from
any circumstance whatsoever, fulfillment of any provision hereof or the
Agreement at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by law, then the obligation to be
fulfilled shall automatically be reduced to the limit of such validity, and if
from any circumstances the Payee should ever receive as interest an amount which
would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to the reduction of the principal balance evidenced
hereby and not to the payment of interest, and if the principal amount of this
Debenture has been paid in full, shall be refunded to the Maker. This provision
shall control every other provision of all agreements between the Maker and the
Payee.
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IN WITNESS WHEREOF, the Maker has caused this Debenture to be executed
by its duly authorized representative as of the day and year first above
written.
WITNESS: ACME TELEVISION HOLDINGS, LLC
___________________________ By:______________________________
Name:
Title:
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