AMENDMENT
This Amendment is made this 2nd day of June, 1997 by and between ACME
Television Holdings of Oregon, L.L.C. ("ACME") and Channel 32 Incorporated
("Channel 32").
WHEREAS, NewCo of Oregon, Inc. and Channel 32 entered into a certain Asset
Purchase Agreement (the "Agreement") dated January 31, 1997 concerning the
assignment of certain assets used or useful in the operation of KWBP-TV in
Salem, Oregon (the "Station"); and
WHEREAS, NewCo of Oregon, Inc. assigned its interest in the Agreement to
ACME; and
WHEREAS, the Federal Communications Commission ("FCC") has approved the
assignment of the FCC licenses for the Station from Channel 32 to ACME; and
WHEREAS, ACME is prepared to advance $125,000 of the Purchase Price under
the Agreement to Channel 32 prior to Closing of the transactions contemplated by
the Agreement in exchange for Channel 32's cooperation in deferring the Closing
of the transaction until June 10, 1997 or later;
NOW, THEREFORE, in light of the foregoing and the mutual promises and
covenants contained herein, the parties hereby agree as follows:
1. Upon execution of this Amendment, ACME will, on behalf of Channel 32,
wire or otherwise provide $125,000 to the account of Peregrine Communications
LTD. The $125,000 shall be deducted from the Purchase Price to be paid by Buyer
to Seller at the Closing pursuant to Section 1.2 of the Agreement. If the
Closing contemplated by the Agreement is not held for any reason, Channel 32
shall be obligated to reimburse ACME for the foregoing $125,000 in accordance
with the provisions of Section 1.2.3 of the Agreement.
2. Notwithstanding anything to the contrary in Section 1.5.1 of the
Agreement, the Closing, as that term is defined in the Agreement, shall be held
at a date set by Buyer on or before June 26, 1997.
3. This Amendment may be signed in counterpart, and all such counterparts
shall collectively be deemed one and the same document.
4. Except as reflected in this Amendment and any prior document executed by
both parties, the Agreement remains unchanged.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
CHANNEL 32 INCORPORATED
By:/s/Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx, Executive
Vice President
ACME TELEVISION HOLDINGS OF
OREGON, L.L.C.
By:/s/Xxxxxxx Xxxxx
--------------------------------
Xxxxxxx Xxxxx, Managing Member
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