Acme Communications Inc Sample Contracts

Acme Communications Inc – AMENDMENT NUMBER THREE TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 15th, 2008)

This AMENDMENT NUMBER THREE TO THIRD AMENDED AND RESTATED LOA AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 7, 2008, by and among ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), the lenders identified on the signature pages hereof (the “Lenders”) and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”).

Acme Communications Inc – AMENDED AND RESTATED BYLAWS OF ACME COMMUNICATIONS, INC. a Delaware corporation (December 5th, 2007)
Acme Communications Inc – ASSET PURCHASE AGREEMENT by and among GOCOM MEDIA OF ILLINOIS, LLC, a Delaware limited liability company, ACME TELEVISION OF ILLINOIS, LLC, a Delaware limited liability company, and ACME TELEVISION LICENSES OF ILLINOIS, LLC a Delaware limited liability company, June 14, 2007 (June 20th, 2007)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of June 14, 2007, by and among GOCOM MEDIA OF ILLINOIS, LLC, a Delaware limited liability company (“Buyer”), and ACME TELEVISION OF ILLINOIS, LLC, a Delaware limited liability company (“ACME”), and ACME TELEVISION LICENSES OF ILLINOIS, LLC, a Delaware limited liability company (“ACME Licenses” and collectively with ACME, “Seller”). Buyer and Seller are sometimes referred to herein as the “Parties” and each as a “Party.”

Acme Communications Inc – AMENDMENT NUMBER TWO TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (February 22nd, 2007)

THIS AMENDMENT NUMBER TWO TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 15, 2007, by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 14th, 2006)

THIS AMENDMENT NUMBER ONE TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 30, 2006, by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (August 15th, 2006)

This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of August 10, 2006, by and between ACME Communications, Inc., a Delaware corporation (the “Company”), and Thomas D. Allen (“Executive,” together with the Company, the “Parties,” and each a “Party”).

Acme Communications Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (August 15th, 2006)

This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of August 10, 2006, by and between ACME Communications, Inc., a Delaware corporation (the “Company”), and Douglas E. Gealy (“Executive,” together with the Company, the “Parties,” and each a “Party”).

Acme Communications Inc – SECOND AMENDMENT TO CONSULTING AGREEMENT (August 15th, 2006)

THIS SECOND AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is entered into as of August 10, 2006, by and between ACME Communications, Inc., a Delaware corporation (the “Company”), and Jamie Kellner (“Executive,” together with the Company, the “Parties,” and each a “Party”).

Acme Communications Inc – ASSET PURCHASE AGREEMENT (May 15th, 2006)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of May 12, 2006 by and among ACME Television of Florida, LLC, a Delaware limited liability company (“ATF”), ACME Television Licenses of Florida, a Delaware limited liability company (“ATFL,” and, with ATF, sometimes collectively referred to hereinafter as “Seller”), and Sun Broadcasting, Inc., a Florida corporation (“Buyer”).

Acme Communications Inc – MyNetworkTV OFFER FOR STATION AFFILIATION (April 14th, 2006)

The following sets forth the offer to Twentieth Television, Inc., on behalf of MyNetworkTV and itself (collectively “20th”), by ACME Television Licenses of New Mexico, LLC. (“Licensee”), for the carriage of the programming service currently known as MyNetworkTV over the facilities of Licensee’s television station KASY (“Station”) (“Offer”). As used in this Offer, the terms “program”, “programming” and “MyNetworkTV programming” and any derivations thereof shall mean, unless specifically indicated otherwise, the programming supplied by MyNetworkTV.

Acme Communications Inc – **CONFIDENTIAL TREATMENT FOR PORTIONS OF THIS EXHIBIT HAS BEEN REQUESTED** (April 14th, 2006)
Acme Communications Inc – AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (April 7th, 2006)

THIS AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March __, 2006, by and among Fortress Credit Corp., a Delaware corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among ACME TELEVISION, LLC as Borrower, ACME COMMUNICATIONS, INC., THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated as of March 29, 2006 (April 7th, 2006)

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of March 29, 2006, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”) and, solely for the purpose of making the covenants, waivers, consents, and other agreements set forth in Sections 7.1, 7.2, 7.6, 7.8, 9.2, 11.3(b), 13, 14.2, 17.1, 17.3, 17.4, 17.5, 17.6, 17.9, 17.10 and 17.11, and not as an Obligor, ACME COMMUNICATIONS, INC., a Delaware corporation (“ACME Parent”).

Acme Communications Inc – AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 9th, 2005)

THIS AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 7, 2005, by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (November 9th, 2005)

THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 8, 2005, by and among Fortress Credit Corp., a Delaware corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – ASSET PURCHASE AGREEMENT (November 9th, 2005)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 9, 2005, by and among ACME Television of Utah, LLC, a Delaware limited liability company (“ATU”), ACME Television Licenses of Utah, LLC, a Delaware limited liability company (“ATUL”) (ATU and ATUL, collectively, “Seller”), Clear Channel Broadcasting, Inc., a Nevada corporation (“CCB”) and Clear Channel Broadcasting Licenses, Inc., a Nevada corporation (“CCBL”) (CCB and CCBL, collectively, “Buyer”).

Acme Communications Inc – AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 16th, 2005)

This AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 10, 2005, by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (March 16th, 2005)

This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 10, 2005, by and among FORTRESS CREDIT CORP., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and the Guarantors, with reference to the following:

Acme Communications Inc – EMPLOYMENT CONTRACT (March 16th, 2005)

THIS AGREEMENT made as of this 21st day of October 2004, by and between ACME TELEVISION, LLC, a Delaware Limited Liability Company (“ACME”) and Edward Danduran, a resident of Irvine, California (hereinafter “Executive”).

Acme Communications Inc – SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among ACME TELEVISION, LLC as Borrower, ACME COMMUNICATIONS, INC., THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated as of November 8, 2004 (November 12th, 2004)

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of November 8, 2004 between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”) and, solely for the purpose of making the covenants, waivers, consents, and other agreements set forth in Sections 7.1, 7.2, 7.6, 7.8, 9.2, 11.3(b), 13, 14.2, 17.1, 17.3, 17.4, 17.5, 17.6, 17.9, 17.10, 17.12, and 17.13 and not as an Obligor, ACME COMMUNICATIONS, INC., a Delaware corporation (“ACME Parent”).

Acme Communications Inc – LOAN AND SECURITY AGREEMENT by and among ACME TELEVISION, LLC as Borrower, ACME COMMUNICATIONS, INC., THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and FORTRESS CREDIT CORP., as the Arranger and Administrative Agent Dated as of November 8, 2004 (November 12th, 2004)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of November 8, 2004 between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), FORTRESS CREDIT CORP., a Delaware corporation, as the arranger and administrative agent for the Lenders (“Agent”), and, on the other hand, ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”) and, solely for the purpose of making the covenants, waivers, consents, and other agreements set forth in Sections 7.1, 7.2, 7.6, 7.8, 9.2, 11.3(b), 13, 14.2, 17.1, 17.3, 17.4, 17.5, 17.6, 17.9, 17.10, 17.11, 17.12, and 17.13 and not as an Obligor, ACME COMMUNICATIONS, INC., a Delaware corporation (“ACME Parent”).

Acme Communications Inc – ACME COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT (August 11th, 2004)

This Indemnification Agreement (this “Agreement”) is made as of __________, 1999, by and between ACME Communications, Inc., a Delaware corporation (the “Company”), and the individual whose name appears below the word “Indemnitee” on the signature page (the “Indemnitee”). In consideration of the services of the Indemnitee, and to induce the Indemnitee to consent to becoming a director following the required approval from the Federal Communications Commission (the “FCC Approval”) or to continue to serve as a director and/or officer, the Company and the Indemnitee agrees as follows:

Acme Communications Inc – AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (August 9th, 2004)

This AMENDMENT NUMBER TWO TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 31, 2004, by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”), as Agent for the Lenders, the lenders identified on the signature pages hereof (the “Lenders”, and together with Agent, the “Lender Group”), ACME TELEVISION, LLC, a Delaware limited liability company (“Borrower”), and ACME COMMUNICATIONS, INC., a Delaware corporation (“Parent”), the Guarantors, and the Parent Guarantors, with reference to the following:

Acme Communications Inc – ACME COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT (March 16th, 2004)

This Indemnification Agreement (this “Agreement”) is made as of __________, 1999, by and between ACME Communications, Inc., a Delaware corporation (the “Company”), and the individual whose name appears below the word “Indemnitee” on the signature page (the “Indemnitee”). In consideration of the services of the Indemnitee, and to induce the Indemnitee to consent to becoming a director following the required approval from the Federal Communications Commission (the “FCC Approval”) or to continue to serve as a director and/or officer, the Company and the Indemnitee agrees as follows:

Acme Communications Inc – STOCK OPTION CANCELLATION AND AMENDMENT AGREEMENT (May 15th, 2002)

This Stock Option Cancellation and Amendment Agreement (this “Agreement”) is entered into by and between ACME Communications, Inc., a Delaware corporation (the “Corporation”), and Doug Gealy (the “Optionee”) as of this 12th day of November, 2001.

Acme Communications Inc – STOCK OPTION CANCELLATION AND AMENDMENT AGREEMENT (May 15th, 2002)

This Stock Option Cancellation and Amendment Agreement (this “Agreement”) is entered into by and between ACME Communications, Inc., a Delaware corporation (the “Corporation”), and Jamie Kellner (the “Optionee”) as of this 12th day of November, 2001.

Acme Communications Inc – STOCK OPTION CANCELLATION AND AMENDMENT AGREEMENT (May 15th, 2002)

This Stock Option Cancellation and Amendment Agreement (this “Agreement”) is entered into by and between ACME Communications, Inc., a Delaware corporation (the “Corporation”), and Tom Allen (the “Optionee”) as of this 12th day of November, 2001.

Acme Communications Inc – ACME COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN ------------------------- (COMPOSITE PLAN DOCUMENT REFLECTING AMENDMENT 1999-I) 1. THE PLAN. -------- 1.1 PURPOSE. The purpose of this Plan is to promote the success of the Company ------- and the interests of its stockholders by attracting, motivating, retaining and rewarding certain officers, employees, directors and other eligible persons with awards and incentives for high levels of individual performance and improved financial performance of the Company. Capitalized terms used herein are defined in Section 7. 1.2 ADMINISTRATION AND AUTHO (April 12th, 2002)
Acme Communications Inc – SECOND RESTATED AND AMENDED CONTRIBUTION AGREEMENT This Second Restated and Amended Contribution Agreement ("Agreement") dated as of September 28, 2001 by and among ACME Television, LLC, a Delaware limited liability company ("ACME"), and ACME Communications, Inc., a Delaware corporation (the "Company"). RECITALS A. The Company indirectly owns 100% of the membership interests of ACME. B. ACME, certain "Lenders" named therein and Canadian Imperial Bank of Commerce, as agent for the Lenders (the "Agent") are parties to a First Amended and Restated Credit Agreement dated as of December 2, 1997, as (November 14th, 2001)

FISCAL PERIOD PROJECTED NEW LEASE FINANCING ------------- ----------------------------- July 1 through $2,400,000 December 2001 January 1 through None projected March 31, 2002 April 1 through $6,000,000 June 30, 2002 July 1 through $2,500,000 September 30, 2002

Acme Communications Inc – Contract (March 30th, 2001)

-------------------------------------------------------------------------------- Aggregate Amount of Automatic Maximum Commitments Quarterly Date Permanent Reduction -------------------------------------------------------------------------------- December 31, 2000 $0 $30,000,000 -------------------------------------------------------------------------------- March 31, 2001 $0 $30,000,000 -------------------------------------------------------------------------------- June 30, 2001 $0 $30,000,000 -------------------------------------------------------------------------------- September 30, 2001 $1,000,000 $29,000,000 -------------------------------------------------------------------------------- December 31, 2001

Acme Communications Inc – SECOND AMENDMENT (March 28th, 2000)
Acme Communications Inc – MASTER LEASE AGREEMENT (March 28th, 2000)
Acme Communications Inc – SELLER/BUYER TIME BROKERAGE AGREEMENT (March 28th, 2000)
Acme Communications Inc – ASSIGNMENT AND ASSUMPTION OF TOWER LEASE (March 28th, 2000)
Acme Communications Inc – TOWER SPACE AND SITE LEASE AGREEMENT (March 28th, 2000)