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EXHIBIT 10.71
BRIDGE LOAN AGREEMENT
AGREEMENT made as of this 23rd day of April, 1999, by and among ACME
TELEVISION HOLDINGS, L.L.C., a Delaware limited liability company (the
"Borrower"), and ALTA COMMUNICATIONS VI, L.P., a Delaware limited partnership,
ALTA COMM S BY S, LLC, a Delaware limited liability company, ALTA SUBORDINATED
DEBT PARTNERS III, L.P., a Delaware limited partnership, BANCBOSTON INVESTMENTS
INC., a Massachusetts corporation, CEA CAPITAL PARTNERS USA, L.P., a Delaware
limited partnership, CEA CAPITAL PARTNERS USA CI, L.P., a Cayman Islands limited
partnership, TCW SHARED OPPORTUNITY FUND III, L.P., a Delaware limited
partnership, SHARED OPPORTUNITY FUND IIB, LLC, a Delaware limited liability
company and TCW LEVERAGED INCOME TRUST II, L.P., a Delaware limited partnership
(collectively, the "Lenders").
WHEREAS, the Borrower has agreed to pay $40,000,000 (the "Purchase
Price") as purchase price payable in connection with the acquisition (the
"Acquisition Transaction") of (i) WPXG-TV, a broadcast television station in
Suring, Wisconsin, (ii) WDPX-TV, a broadcast television station in Springfield,
Ohio, and (iii) WPXU-TV, a broadcast television station in Champaign-Decatur,
Illinois (collectively, the "Stations"), pursuant to that certain asset purchase
agreement attached hereto as Exhibit A (the "Asset Purchase Agreement");
WHEREAS, pursuant to the First Amended and Restated Credit Agreement
among ACME Television, LLC, the several Lenders from time to time parties
thereto (the "Senior Lenders") and Canadian Imperial Bank of Commerce, as Agent
(the "Bank"), the Senior Lenders have agreed to loan to the Borrower $25,000,000
in order to fund part of the Purchase Price payable in connection with the
Acquisition Transaction; and
WHEREAS, the Lenders are willing to lend to the Borrower $15,000,000 to
be invested in its subsidiaries and used solely to fund the portion of the
Purchase Price not funded with proceeds received from the Bank on the terms and
conditions hereinafter set forth (the "Loan") and in the respective amounts set
forth opposite their names on Schedule A attached hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I. TERMS OF THE LOAN.
Section 1.01. The Loan.
(a) Loan. Subject to the terms and conditions herein, the Lenders
severally but not jointly as set forth in Schedule A hereto agree to loan to the
Borrower an aggregate amount equal to $15,000,000, of which $7,000,000 ("Tranche
A") shall be drawn on or prior to April 23, 1999 (the "Initial Draw Down"). The
remaining $8,000,000 ("Tranche B") may be drawn down by the Borrower upon the
consummation of the Acquisition Transaction (the "Second Draw Down") by
providing advance written notice (the "Draw Down Notice") to the Lenders. The
Draw Down Notice shall contain appropriate wire transfer instructions and shall
be provided to the Lenders at least five (5) business days prior to the draw
down date for the
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remaining portion of the Loan. Notwithstanding anything contained herein to the
contrary, the Lenders shall not be required to advance any funds following the
occurrence of an Event of Default (as defined in Article V below). The principal
amount of the Loan together with all accrued interest thereon and expenses
incurred by the Lenders in connection therewith shall be due and payable in full
on the earliest to occur of: (i) the acceleration of the Loan by the Lenders
upon the occurrence of an Event of Default; (ii) the consummation by the
Borrower or any of its subsidiaries of one debt or equity financing or series of
related financings which results in net proceeds of more than the outstanding
balance of the Loan at that time, including without limitation an initial public
offering of the capital stock or other equity interests in the Borrower or any
of its subsidiaries, affiliates or successors (a "Permanent Financing"); or
(iii) April 23, 2002 (the "Maturity Date"). NOTWITHSTANDING ANYTHING CONTAINED
HEREIN, THE MAKING OF THE LOAN SHALL NOT BE DEEMED TO CREATE AN OBLIGATION ON
THE PART OF THE LENDERS TO PROVIDE OR ASSIST IN OBTAINING PERMANENT FINANCING
FOR THE ACQUISITION TRANSACTION, NOR SHALL THE FAILURE OF THE BORROWER OR ITS
AFFILIATES TO OBTAIN FINANCING FOR THE ACQUISITION TRANSACTION RELIEVE OR EXCUSE
ANY NON-PERFORMANCE BY THE BORROWER UNDER THIS AGREEMENT.
(b) The Notes. All amounts owed by the Borrower with respect to
the Loan shall be evidenced by promissory notes in the form attached hereto as
Exhibit B dated the date hereof and in the aggregate amount of the principal of
the Loan (the "Notes").
(c) Interest. The Notes shall bear interest, prior to the
Maturity Date, at a rate per annum equal to twenty-two and one-half percent
(22.5%), compounded semi-annually (the "Interest Rate") on such amount
outstanding from time to time under the Notes. The Interest Rate shall increase
by 250 basis points on October 23, 1999, and shall continue to increase 250
basis points every 90 days from the date of such increase provided, however,
that in no event shall the Interest Rate exceed thirty-five percent (35%), with
such increases to be cumulative and to continue until the unpaid principal
balance of the Notes and all accrued interest thereon have been repaid in full.
The Borrower may at any time at its option prepay all or any part of the
principal balance of the Notes, without premium or penalty, and any interest
accrued thereon, upon three (3) days' written notice to the Lenders.
Section 1.02. Use of Proceeds; Acquisition Transactions. The proceeds of
the Loan shall be used by the Borrower to invest in one or more subsidiaries,
which shall use such proceeds solely to fund the portion of the Purchase Price
payable pursuant to the Acquisition Transaction not funded with proceeds
received from the Bank.
Section 1.03. Conditions Precedent. The Lenders' obligation to advance
the proceeds of the Loan upon each of the First Draw Down and the Second Draw
Down shall be subject to the fulfillment to the Lenders' satisfaction of the
following conditions:
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(a) Delivery of Documents. The Lenders shall have received the
following documents: (i) fully-executed Notes; (ii) certified copies of
the organizational documents of the Borrower with good standing
certificates; and (iii) certified resolutions of the Borrower
authorizing the Acquisition Transaction and the execution and delivery
of this Agreement and the Notes.
(b) Opinions. The Lenders shall have received (i) a written
opinion dated as of the date of each draw down, in form and substance
satisfactory to them, from Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx L.L.P.,
counsel to the Borrower, as to existence and authorization, execution,
delivery and enforceability of this Agreement, the Notes, the Asset
Purchase Agreement, noncontravention and third-party consents and such
other matters as the Lenders may reasonably request and (ii) on or prior
to the Second Draw Down, an FCC regulatory opinion substantially in the
form attached hereto as Exhibit B.
.
(c) Representations and Covenants. All of the representations and
warranties of the Borrower shall be materially true and correct, and the
Borrower shall have materially fulfilled all of its obligations
hereunder.
(d) Absence of Violation or Litigation. The consummation of the
transactions contemplated hereby shall not be in violation of any law or
regulation applicable to the Borrower. The Borrower shall not be subject
to any injunction, stay or restraining order or shall require any
filings, approvals or consents which shall not have been previously made
or obtained. In addition, no litigation, suit, action, claim or
investigation shall be pending, or threatened, which might impair or
prevent the consummation of the Acquisition Transaction or the
performance by the parties hereto of their obligations hereunder.
(e) Absence of Material Adverse Changes. There shall not be any
material adverse change in the financial condition, assets, liabilities,
prospects, business or operations of the Stations or the Borrower.
(f) All Proceedings Satisfactory. All organizational and other
proceedings taken by the Borrower in connection with the transactions
contemplated by this Agreement, and all documents and instruments
related thereto, shall be reasonably satisfactory in form and substance
to the Lenders, and the Lenders shall have received copies thereof and
other materials (certified, if requested) as they may reasonably request
in connection therewith. The issuance and sale of the Notes shall be
made in conformity with all applicable state and federal securities
laws.
(g) Evidence of FCC Approval. Prior to the Second Draw Down, the
Company shall have received all consents from the Federal Communications
Commission (the "FCC") necessary to consummate the Acquisition
Transaction, without any adverse conditions to such consents, including
the transfer of all commercial broadcast station and auxiliary licenses,
permits, authorizations and other certificates
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required by the FCC rules, regulations and policies and the
Communications Act of 1934, 47 U.S.C. Section 151 et. seq., as amended
(collectively, the "FCC Licenses") necessary to operate the broadcast
television stations to be acquired by the Company and no
reconsideration, review or appeal shall have been sought by any party,
and the FCC shall have not reconsidered such FCC consent on its own
motion. After giving effect to the Acquisition Transaction, all renewal
applications relating to the FCC Licenses shall have been timely and
properly filed, no renewal proceedings shall be pending or threatened
which may result in the revocation, cancellation, suspension or
modification of, or the refusal to renew, any such FCC Licenses, and no
petitions to deny any pending renewal application, informal objections,
or any other protests to the grant of any such renewal application, or
any competing applications shall be pending.
(h) The Borrower's subsidiaries shall have received proceeds in
the amount of at least $25,000,000 from the Senior Lenders concurrently
with the Initial Draw Down, and the Borrower shall have used such
proceeds to fund the Purchase Price payable pursuant to the Acquisition
Transaction.
ARTICLE II. COOPERATION. The Borrower hereby agrees:
(a) not to take any action to obstruct, impede or infringe upon
the Lenders' enforcement of their rights, benefits and remedies under this
Agreement and the Notes;
(b) to cooperate fully with any and all actions taken by the
Lenders pursuant to this Agreement or in the exercise of any rights granted to
the Lenders hereunder or under applicable law, including without limitation the
full and complete cooperation and assistance in all proceedings, correspondence
and other communications before or with the Federal Communications Commission or
in connection with obtaining any approvals necessary or appropriate to enforce
the Lenders' remedies; and
(c) upon the acceleration of the Loan by the Lenders following
the occurrence of an Event of Default, to use its best efforts to (i) sell the
Borrower's assets or refinance the Borrower as soon as possible following such
Event of Default and (ii) repay the Loan;
provided, however, that the Borrower shall not be required to undertake one or
more of the required actions described in this Article II if it provides the
Lenders with written notice that it has been advised by outside legal counsel
that such action(s) would be inconsistent with its fiduciary duties under
applicable law.
ARTICLE III. REPRESENTATIONS AND WARRANTIES.
Section 3.01. Power and Authority; Legal and Binding Nature; Compliance
with Other Instruments. The Borrower has full power and authority and has taken
all required corporate and other action necessary to permit it to execute,
deliver and perform all of its respective obligations contained in this
Agreement and the Notes, and to borrow hereunder and thereunder; and such
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actions will not violate any provision of law customarily applicable to such
transactions, the certificate of formation or the operating agreement of the
Borrower or result in the breach of or constitute a default under any agreement
or instrument to which the Borrower or any of its subsidiaries or affiliates is
a party or by which it is bound, which default has not been waived in writing on
or prior to the date hereof. This Agreement has been duly authorized and validly
executed by and is the valid and binding obligation of the Borrower enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting creditors' rights generally, and general
principles of equity. Neither the execution and delivery by the Borrower of this
Agreement or the Notes, nor the performance by the Borrower of its obligations
hereunder or thereunder, requires the consent, approval or authorization of any
person or governmental authority, which consent, approval or authorization has
not been obtained.
Section 3.02. Representations and Conditions in Acquisition Transaction
Documents. The Borrower represents and warrants that the representations and
warranties of the Borrower contained in the Asset Purchase Agreement and all
other documents related to the Acquisition Transaction and, to its knowledge, of
all other parties thereto are true and correct in all material respects as of
the date hereof. The Borrower represents and warrants that the Asset Purchase
Agreement, including amendments thereto, attached hereto as Exhibit A (i) is
true, complete, in full force and effect and is a valid, binding and enforceable
obligation of the Borrower and to the Borrower's knowledge, the remaining
parties thereto, (ii) has not been breached by the Borrower or, to its
knowledge, any other party thereto and (iii) has not been amended, waived,
modified or superseded as of the date hereof.
Section 3.03 Absence of Certain Developments. Since December 31, 1998,
there has been: (a) no material adverse change in the condition or reasonably
foreseeable prospects (financial or otherwise) of the Borrower or its
subsidiaries and affiliates or in the assets, liabilities, properties or
business of the Borrower or its subsidiaries and affiliates; (b) no declaration,
setting aside or payment of any dividend or other distribution with respect to,
or any direct or indirect redemption or acquisition of, any ownership interest
in the Borrower or its subsidiaries and affiliates; (c) no waiver of any
valuable right of the Borrower or its subsidiaries and affiliates or
cancellation of any material debt or claim held by the Borrower or its
subsidiaries and affiliates; (d) no material loan by the Borrower or its
subsidiaries and affiliates to any officer, director, employee or shareholder of
the Borrower or its subsidiaries and affiliates, or any agreement or commitment
therefor; (e) no increase, direct or indirect, in the compensation paid or
payable to any officer, director, employee, agent or shareholder of the Borrower
or its subsidiaries and affiliates (other than salary increases in the ordinary
course of business consistent with past practice); (f) no material loss,
destruction or damage to any property of the Borrower or its subsidiaries and
affiliates, whether or not insured; (g) no labor trouble involving the Borrower
or its subsidiaries and affiliates and no material change in the senior
management or other key personnel of the Borrower or its subsidiaries and
affiliates, or the terms and conditions of their employment, and (h) except as
contemplated by this Agreement or otherwise disclosed to the Lenders in writing
prior to the date hereof, no acquisition or disposition of any assets (or any
contract or arrangement therefor), time brokerage or local marketing agreement
or
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any other material transaction by the Borrower or its subsidiaries and
affiliates outside the ordinary course of business.
Section 3.04 SEC Reporting Obligations. The Borrower and each of its
subsidiaries and affiliates has filed all required forms, reports and documents
with the Securities and Exchange Commission ("SEC") since the earliest date on
which the Borrower and any of its subsidiaries and affiliates became subject to
the reporting obligations of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (collectively, the "Borrower SEC
Reports"), all of which were prepared in accordance with the applicable
requirements of the Exchange Act and the Securities Act of 1933, as amended (the
"Securities Act"). As of their respective dates, Borrower SEC Reports (i)
complied as to form in all material respects with the applicable requirements of
the federal securities laws and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. Each of the consolidated balance
sheets of the Borrower and of each of its subsidiaries and affiliates included
in or incorporated by reference into Borrower SEC Reports (including the related
notes and schedules) fairly presents the consolidated financial position of the
Borrower and its subsidiaries and affiliates and each of the consolidated
statements of income, retained earnings and cash flows of the Borrower and of
its subsidiaries and affiliates included in or incorporated by reference into
the Borrower SEC Reports (including any related notes and schedules) fairly
presents the results of operations, retained earnings or cash flows, as the case
may be, of the Borrower and its subsidiaries and affiliates for the periods set
forth therein (subject, in the case of unaudited statements, to normal year-end
audit adjustments which would not be material in amount or effect), in each case
in accordance with generally accepted accounting principles consistently applied
during the periods involved, except, in the case of the unaudited statements, as
permitted by Form 10-Q of the SEC.
ARTICLE IV. LENDERS' COVENANTS
Section 4.01. Consent. By its execution hereof, each Lender, in its
capacity as a holder of Investor Units or Convertible Debentures (each as
defined in the Investment Agreement) of the Borrower, consents to the
consummation of the Acquisition Transaction in accordance with the terms of the
Asset Purchase Agreement, for all purposes under Articles IV and V of the
Amended and Restated Investment Agreement dated September 30, 1997 among the
Borrower and several investors and lenders signatories thereto (the "Investment
Agreement").
Section 4.02. Investment Representation.
Each Lender represents and warrants to the Borrower that in making Loans
hereunder such Lender will be acquiring the Notes issued to it for the purpose
of investment and not with a view to, or for sale in connection with, any
distribution in violation of the Securities Act of 1933, as amended.
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ARTICLE V. DEFAULT
Section 5.01. Events of Default. If, while any part of the principal of
or interest on the Notes remains unpaid, a "Sales Event" as defined in the
Investment Agreement shall occur, then and in every such event (each, an "Event
of Default"), the Lenders may, without notice to the Borrower, declare the Notes
to be forthwith due and payable, whereupon the Notes shall forthwith become due
and payable without presentment, demand, protest or further notice of any kind,
all of which are expressly waived by the Borrower.
Section 5.02. Remedies on Default, Etc. In case any one or more Events
of Default shall occur and be continuing, each Lender may proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained in
this Agreement, or for an injunction against a violation of any of the terms
hereof or thereof or in and of the exercise of any power granted hereby or
thereby or by law. No right conferred upon the Lenders hereby or the Notes shall
be exclusive of any other right referred to herein or therein or now or
hereafter available at law, in equity, by statute or otherwise.
ARTICLE VI. MISCELLANEOUS.
Section 6.01. Notices. All necessary notices, demands and requests
permitted or required under this Agreement shall be in writing and shall be
deemed effective (a) if given by facsimile, when such facsimile is transmitted
to the facsimile number specified below, the appropriate answer back is received
and a copy is sent to such party by an express mail carrier at the address
indicated below, (b) four (4) days after being mailed by certified mail, return
receipt requested, postage prepaid to the applicable party at the address
indicated below or (c) one (1) business day after being sent by an express mail
carrier to the applicable party at the address indicated below:
To the Lenders: Alta Communications VII, L.P.
Alta Comm S by S, LLC
Alta Subordinated Debt Partners III, L.P.
c/o Burr, Egan, Deleage & Co.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxx XxXxxxx and Xxxxxx Xxxxxxxxxx
CEA Capital Partners USA, L.P.
CEA Capital Partners USA CI, L.P.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
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TCW Shared Opportunity Fund III, L.P.
Shared Opportunity Fund IIB, LLC
TCW Leveraged Income Trust II, L.P.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
BancBoston Investments Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
With copies to: Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxx III, P.C. and
Xxxxxxx X. Xxxxx, Esq.
If to the Borrower: c/o ACME Television Holdings, LLC
Xxxx Xxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
With a copy to: Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Paper, Esq.
or such other address or facsimile number as such party may hereafter specify
for the purpose of receiving notice hereunder.
Section 6.02. No Waiver. No failure to exercise, and no delay in
exercising, on the part of the Lenders, any right, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and not exclusive of any rights or
remedies provided by law.
Section 6.03. Governing Law; Construction. This Agreement and the Notes
shall each be deemed to be a contract made under the laws of The Commonwealth of
Massachusetts, and shall be construed in accordance with the laws of The
Commonwealth of Massachusetts. The proceeds of the Loan shall be deemed to have
been loaned to the Borrower in The Commonwealth of Massachusetts and obligations
hereunder shall be deemed to have been
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performed in The Commonwealth of Massachusetts. The descriptive headings of the
several Sections hereof are for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof. This Agreement, the
Notes together with the Exhibits hereto and all documents, instruments and
agreements executed pursuant hereto, constitute the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof, supersede all prior agreements, understandings or representations
pertaining to the subject matter hereof, whether oral or written, and may not be
contradicted by evidence of any alleged oral agreement.
Section 6.04. Amendments, Waivers and Consents. Any term, covenant or
condition of this Agreement may be amended, omitted or waived (either generally
or in a particular instance and either retroactively or prospectively) only by
written consent of the Borrower and the majority in interest of the Lenders
(determined on the basis of their pro rata share of the Loan as set forth in
Schedule A hereto).
Section 6.05. Indemnity. The Borrower hereby agrees, to the full extent
permitted by law, and in addition to any such rights which any Indemnified Party
(as defined herein) may have pursuant to statute or otherwise, to indemnify and
hold harmless the Lenders (including its subsidiaries and affiliates and persons
serving as officers, directors, partners, employees and agents, each an
"Indemnified Purchaser") and each person (a "Controlling Person" and
collectively with Indemnified Purchasers, the "Indemnified Parties") who
controls any of them within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages, taxes, fines, penalties, costs, expenses and liabilities, joint or
several, including any investigation, reasonable legal and other expenses
incurred in connection with the investigation, defense, settlement or appeal of,
and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted ("Losses" or "Loss"), to which they, or any of them, may become
subject by reason of their status as a security holder or creditor of the
Borrower in respect of the Loan (including, without limitation, any and all
Losses under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, which relates directly
or indirectly to the registration, purchase, sale or ownership of the Notes. The
indemnification and contribution provided for in this Section 6.05 will remain
in full force and effect regardless of any investigation made by or on behalf of
the Indemnified Parties or any officer, director, employee, agent or Controlling
Person of the Indemnified Parties.
If the indemnification provided for in this Section 6.05 is for any
reason held by a court of competent jurisdiction to be unavailable to an
Indemnified Party in respect of any Losses referred to therein, then the
Borrower, in lieu of indemnifying such Indemnified Party thereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by the Borrower and the Lenders, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Borrower and the
Lenders
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in connection with the action or inaction which resulted in such Losses, as well
as any other relevant equitable considerations.
The Borrower and the Lenders agree that it would not be just and
equitable if contribution pursuant to the foregoing paragraph was determined by
pro rata or per capita allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.
Section 6.06. Expenses. Any expense incurred by the Lenders (including,
without limitation, reasonable attorneys' fees and disbursements) in connection
with (a) the negotiation, execution, administration or enforcement of this
Agreement, any other document executed by the Borrower in connection with this
Agreement and the Notes and any amendment thereto, (b) the exercise of any right
or remedy upon the occurrence of an Event of Default, (c) recording and filing
fees in transferring documentary stamp and similar taxes at any time payable in
respect of this Agreement, or (d) the enforcement of any rights hereunder,
including costs of collection and reasonable attorneys' fees and expenses, shall
be paid by the Borrower within fifteen (15) days of receiving written notice
thereof from the Lenders.
[END OF TEXT]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first above written.
Borrower: ACME TELEVISION HOLDINGS, LLC
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Exec. VP
Lenders: ALTA COMMUNICATIONS VI, L.P.
By: Alta Communications VI
Management
Partners, L.P.,
its general partner
By: /s/ Xxxxx XxXxxxx
--------------------------------
Name: Xxxxx XxXxxxx
Title:
ALTA COMM S BY S, LLC
By: /s/ Xxxxx XxXxxxx
--------------------------------
A member
ALTA SUBORDINATED DEBT PARTNERS
III, L.P.
By: Alta Subordinated Debt
Management III, L.P., its
General Partner
By: /s/ Xxxxx XxXxxxx
--------------------------------
Name: Xxxxx X. XxXxxxx
Title:
BANCBOSTON INVESTMENTS INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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CEA CAPITAL PARTNERS USA, L.P.
By: CEA Management Corp.,
its authorized representative
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
CEA CAPITAL PARTNERS USA CI, L.P.
By: CEA Management Corp.,
its authorized representative
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
TCW SHARED OPPORTUNITY
FUND III, L.P.
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx X. Tell, Jr.
-------------------------------
Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
SHARED OPPORTUNITY FUND IIB, LLC
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxx X. Tell, Jr.
-------------------------------
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Name: Xxxxxxxx X. Tell, Jr.
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW Investment Management
Company, as Investment adviser
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
By: TCW (XXXX XX), L.P. as General
Partner
By: TCW Advisers (Bermuda), Ltd.,
as its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
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SCHEDULE A
Name of Lender Amount of Loan
-------------- --------------
TRANCHE A
ALTA COMMUNICATIONS VI, L.P. $1,283,288
ALTA COMM S BY S, LLC $29,213
ALTA SUBORDINATED DEBT PARTNERS III, L.P. $437,499
BANCBOSTON INVESTMENTS INC. $1,750,000
CEA CAPITAL PARTNERS USA, L.P. $1,337,525
CEA CAPITAL PARTNERS USA CI, L.P. $412,475
TCW SHARED OPPORTUNITY FUND III, L.P. $1,000,000
SHARED OPPORTUNITY FUND IIB, LLC $250,000
TCW LEVERAGED INCOME TRUST II, L.P. $500,000
TRANCHE B
ALTA COMMUNICATIONS VI, L.P. $1,466,615
ALTA COMM S BY S, LLC $33,386
ALTA SUBORDINATED DEBT PARTNERS III, L.P. $499,999
BANCBOSTON INVESTMENTS INC. $2,000,000
CEA CAPITAL PARTNERS USA, L.P. $1,528,600
CEA CAPITAL PARTNERS USA CI, L.P. $471,400
TCW SHARED OPPORTUNITY FUND III, L.P. $1,142,857
SHARED OPPORTUNITY FUND IIB, LLC $285,714
TCW LEVERAGED INCOME TRUST II, L.P. $571,429
