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EXHIBIT 10.152
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is entered into as of this 13th day of
February, 1996, by and among Channel 43 of Battle Creek, Inc., a Florida
corporation ("Channel 43"), Western Michigan Christian Broadcasting, Inc., a
Michigan corporation ("WMCB"), Western Michigan Family Broadcasting, Inc., a
Michigan corporation ("WMFB"), Horizon Broadcasting Corporation, a Delaware
corporation ("Horizon"), Xxxxxxx X. Xxxxxx, an individual ("Popjes"), and
Xxxxxx Communications of Battle Creek-43, Inc., a Florida corporation
("Xxxxxx-43")
RECITALS
A. WHEREAS, Channel 43, WMCB, WMFB, Horizon and Popjes have
entered into a Stock Purchase and Option Agreement dated as of December 15,
1995 (the "Stock Purchase Agreement"), pursuant to which Horizon and Popjes
have agreed to sell, and Channel 43 has agreed to purchase, a portion of the
capital stock of Horizon;
B. WHEREAS, Channel 43, WMCB and Horizon have entered into a Time
Brokerage Agreement dated as of December 15, 1995 (the "Time Brokerage
Agreement"), pursuant to which, upon completion of construction of television
station WJUE(TV), Battle Creek, Michigan (the "Station"), Channel 43 shall
provide programming for the Station in accordance with FCC policies for such
agreements;
C. WHEREAS, Channel 43, WMCB and Horizon have entered into a
Construction Agreement dated as of December 15, 1995 (the "Construction
Agreement"), pursuant to which Channel 43 has agreed to provide certain
services to WMCB and Horizon in connection with the construction of the
Station;
D. WHEREAS, Channel 43, WMCB and Horizon have entered into a
Lease Agreement dated as of December 15, 1995 (the "Lease Agreement"), pursuant
to which Channel 43 has agreed to lease to WMCB and Horizon certain assets used
or useful in the business or operations of the Station; and
E. WHEREAS, Channel 43 and Horizon have entered into a Loan
Agreement dated as of December 15, 1995 (the "Loan Agreement"), pursuant to
which Channel 43 has agreed to loan Horizon up to Two Hundred Eighty Thousand
Dollars ($280,000) to be used for certain expenses relating to the construction
and operation of the Station;
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F. WHEREAS, the parties to this Amendment Agreement have agreed
that Xxxxxx-43, a wholly-owned subsidiary of Xxxxxx Communications Television
Inc., a Florida corporation, which, in turn, is a wholly-owned subsidiary of
Xxxxxx Communications Corporation, a Delaware corporation, shall replace
Channel 43 in all respects under the Stock Purchase Agreement, Time Brokerage
Agreement, Construction Agreement, Lease Agreement and Loan Agreement
(collectively, the "Agreements").
AGREEMENTS
In consideration of the foregoing Recitals and of the agreements
contained herein and in the Agreements, the parties hereto, intending to be
legally bound, agree as follows:
Section 1. Amendments to Stock Purchase Agreement
A. The Preamble to the Stock Purchase Agreement is
hereby amended to delete the references therein to "Channel 43 of Battle Creek,
Inc." and "Channel 43" and to replace them with references to "Xxxxxx
Communications of Battle Creek-43, Inc." and "Xxxxxx-43", respectively. As a
result of this amendment, Xxxxxx-43 shall in all respects become the "Buyer"
under the Stock Purchase Agreement, and Channel 43 of Battle Creek, Inc. shall
in all respects cease to be a party to the Stock Purchase Agreement.
B. Section 21.8 of the Stock Purchase Agreement is
hereby amended to delete the address set forth therein for the Buyer and to
replace it with the following:
Xxxxxx X. Xxxxxx
Xxxxxx Communications of Battle Creek-43, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
Section 2. Amendments to Loan Agreement
A. The Preamble to the Loan Agreement is hereby amended
to delete the references therein to "Channel 43 of Battle Creek, Inc." and
"Channel 43" and to replace them with references to "Xxxxxx Communications of
Battle Creek-43, Inc." and "Xxxxxx-43", respectively. As a result of this
amendment, Xxxxxx-43 shall in all respects become the "Lender" under the Loan
Agreement, and Channel 43 of Battle Creek, Inc. shall in all respects cease to
be a party to the Loan Agreement.
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B. Section 8.4 of the Loan Agreement is hereby amended
to delete the address set forth therein for the Lender and to replace it with
the following:
Xxxxxx X. Xxxxxx
Xxxxxx Communications of Battle Creek-43, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
C. The Preamble to the Loan Agreement is hereby amended
by deleting in the third line thereof the address "14444 00xx Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000" and replacing it with the following: "601 Xxxxxxxxxx
Xxxx Xxxx, Xxxx Xxxx Xxxxx, XX 00000".
D. The second line of the second recital of the Loan
Agreement is hereby amended by deleting therefrom the words "and the sole
shareholder of Lender".
Section 3. Amendments to Time Brokerage Agreement
A. The Preamble to the Time Brokerage Agreement is
hereby amended to delete the references therein to "Channel 43 of Battle Creek,
Inc." and "Channel 43" and to replace them with references to "Xxxxxx
Communications of Battle Creek-43, Inc." and "Xxxxxx-43", respectively. As a
result of this amendment, Xxxxxx-43 shall in all respects become the
"Programmer" under the Time Brokerage Agreement, and Channel 43 of Battle
Creek, Inc. shall cease to be a party under the Time Brokerage Agreement.
B. Section 7.8 of the Time Brokerage Agreement is hereby
amended to delete the address set forth therein for the Programmer and replace
it with the following:
Xxxxxx X. Xxxxxx
Xxxxxx Communications of Battle Creek-43, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
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Section 4. Amendments to Construction Agreement
A. The Preamble to the Construction Agreement is hereby
amended to delete the references therein to "Channel 43 of Battle Creek, Inc."
and "Channel 43" and to replace them with references to "Xxxxxx Communications
of Battle Creek-43, Inc." and "Xxxxxx-43", respectively. As a result of this
amendment, Xxxxxx-43 shall in all respects become the "Contractor" under the
Construction Agreement, and Channel 43 of Battle Creek, Inc. shall cease to be
party under the Construction Agreement.
B. Section 11(D) of the Construction Agreement is hereby
amended to delete the address set forth therein for the Contractor and to
replace it with the following:
Xxxxxx X. Xxxxxx
Xxxxxx Communications of Battle Creek-43, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
Section 5. Amendments to Lease Agreement
A. The Preamble to the Lease Agreement is hereby amended
to delete the references therein to "Channel 43 of Battle Creek, Inc." and
"Channel 43" and to replace them with references to "Xxxxxx Communications of
Battle Creek-43, Inc." and "Xxxxxx-43", respectively. As a result of this
amendment, Xxxxxx-43 shall in all respects become the "Lessor" under the Lease
Agreement, and Channel 43 of Battle Creek, Inc. shall cease to be a party to
the Lease Agreement.
B. Section 16.1 of the Lease Agreement is hereby amended
to delete the address set forth therein for the Lessor and replace it with the
following:
Xxxxxx X. Xxxxxx
Xxxxxx Communications of Battle Creek-43, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, XX 00000
Section 6. Counterparts. This Amendment Agreement may be
executed in as many counterparts as may be convenient and shall become binding
when each party hereto has executed at least one counterpart.
Section 7. Governing Law. This Amendment Agreement shall be a
contract made under and governed by the laws of the State of Florida, without
regard to the conflicts of law provisions thereof.
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Section 8. Binding Effect. This Amendment Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment
Agreement as of the date first above written.
CHANNEL 43 OF BATTLE CREEK, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President
WESTERN MICHIGAN CHRISTIAN
BROADCASTING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
WESTERN MICHIGAN FAMILY
BROADCASTING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
HORIZON BROADCASTING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
XXXXXX COMMUNICATIONS OF
BATTLE CREEK-43, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
