AMENDMENT
This Amendment (the "Amendment)" dated June 17, 1997 to that certain
Management Agreement ("Agreement") by and between Channel 32 Incorporated
("Licensee") and Newco of Oregon, Inc. dated February 6, 1997, is made by and
between Licensee and Acme Television Holdings of Oregon, L.L.C., assignee of
Newco's interest under the Agreement ("Broker"). All capitalized terms used
herein shall refer to the definitions set forth in the Agreement and in the
Purchase Agreement.
1. Section 2.2 (b) of the Agreement provides that at the Closing as defined
in the Purchase Agreement, Seller shall execute a Promissory Note with Broker as
Lender in the amount of 20% of the net losses incurred by Broker ("Principal")
under the Agreement.
2. The parties hereto have been able to determine the amount of Principal
due to Broker for the period from the commencement of the Agreement through
April 30, 1997, however, the parties have not determined the amount of Principal
due to Broker for the period May 1 through the Closing Date.
3. The parties therefore agree that, on the Closing Date, Licensee shall
execute and deliver to Broker a Promissory Note in the form attached hereto as
Exhibit A in the amount of Principal due to Broker through April 30, 1997, and
further, that upon the earlier of sixty (60) days after the Closing Date or
within five (5) business days after the amount of additional Principal has been
determined by mutual agreement, Licensee shall deliver to Broker an Amended
Promissory Note with a Principal amount equal to 20% of the aggregate net losses
of Broker from the commencement of the Agreement through the Closing Date.
Interest on the Principal amount of the Amended Promissory Note shall be
calculated as accruing from the Closing Date. Upon delivery to Broker of the
Amended Promissory Note, Broker shall cancel, xxxx as void and deliver to
Licensee the Promissory Note delivered at the Closing.
4. In the event that the parties can not agree as to the net losses
incurred by Broker for the period May 1 through the Closing Date, the matter
shall be referred to the decision of a mutually acceptable CPA, whose decision
shall be final and binding on the parties. Such referral shall occur if the
Amended Promissory Note has not been executed and delivered to Broker within
sixty (60) days of the Closing Date.
5. All other terms and conditions of the Agreement shall remain in full
force and effect, and shall not be deemed to be modified hereby, unless and only
to the extent specifically referred to herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment,
intending to be bound by the provisions hereof, as of the date set forth above.
CHANNEL 32 INCORPORATED
/s/Xxx Xxxx
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Xxx Xxxx, Chief Executive Officer
ACME TELEVISION HOLDINGS OF OREGON, L.L.C.
/s/Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Managing Member
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