Untitled Document

United States Bankruptcy Court 

 District of Delaware 

In re: CHANNEL 40, INC., Case No. 08-13149 

AMENDED TRANSFER OF CLAIM OTHER THAN FOR SECURITY 

A CLAIM HAS BEEN FILED IN THIS CASE or deemed filed under 11 U.S.C. § 1111 (a). Transferee 

hereby gives evidence and notice pursuant to Rule 3001(e)(1), Fed. R. Bankr. P., of the transfer, other 

than for security, of the claim referenced in this evidence and notice. 

ASM SIP, L.P. ENTRAVISION COMMUNICATIONS CORP

Name of Transferee Name of Transferor 

Name and Address where notices to transferee 

should be sent: 

 

ASM CAPITAL 

7600 JERICHO TURNPIKE SUITE 302 

WOODBURY, NY 11797 

Phone: (516) 224-6040 Phone: (310) 264-2330

Last Four Digits of Acct. #: N/A Last Four Digits of Acct. #: N/A

Name and Address where transferee payments 

should be sent: 

ASM CAPITAL 

7600 JERICHO TURNPIKE SUITE 302 

WOODBURY, NY 11797 

I declare under penalty of perjury that the information provided in this notice is true and correct to the best of my 

knowledge and belief. 

By: __/s/ Adam S. Moskowitz Date: July 23, 2012 

Transferee/Transferee’s Agent 

Penalty for making a false statement: Fine up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 & 3571. 

Court Claim # (if known): N/A

Amount of Claim: $31,637.00 

Date Claim Filed: 

Case 08-13141-BLS Doc 12073 Filed 07/23/12 Page 1 of 3
ASM CAPITAL - CLAIM PURCHASE AGREEMENT

Assignment of Claim. ENTRAVISION COMMUNICATIONS CORP (hereinafter “Seller”) with a principal address of 1436 AUBURN BLVD 

SACRAMENTO, CA 95815, for good and valuable consideration in the sum of XXXX (the “Purchase Price”), does hereby absolutely and unconditionally 

sell, convey, and transfer to ASM Capital, which includes ASM Capital, L.P., ASM Capital IV, L.P., ASM SIP, L.P., & ASM Offshore Limited, and any of 

its successors, assigns or designees (hereinafter “Purchaser”) all of Seller’s right, title, benefit and interest in and to any and all of Seller’s pre-petition 

claim or claims, as more specifically set forth as any right to payment (the “Claim”), against CHANNEL 40, INC. (“the “Debtor”), in bankruptcy 

proceedings in the United States Bankruptcy Court for the District of Delaware (the “Court”), Case No. 08-13149 (the “Case”); and includes any Proof 

of Claim (defined below), along with voting and any other rights and benefits which may now exist, or come into existence in regards the Claim, all 

cash, securities, instruments and other property, to be paid or issued by Debtor or any other party, directly or indirectly, in connection with or satisfaction 

of the Claim, including without limitation “cure” amounts related to the assumption of an executory contract and any rights to receive all payments in 

respect thereof, and all rights to receive interest, penalties, fees, and any damages from any cause of action, litigation or rights of any nature against 

Debtor, its affiliates, any guarantor or other third party, which may be paid or issued with respect to and/or in satisfaction of the Claim (the “Recovery”). 

This Claim Purchase Agreement (the “Agreement”) shall be deemed an unconditional purchase of the Claim for the purpose of collection and shall not 

be deemed to create a security interest. Seller represents the Claim is in an amount not less than $31,637.00 (the “Claim Amount”). 

Proof of Claim. Seller represents and warrants that (check one) 

(i) a proof of claim in the amount of $ (the “Proof of Claim Amount”) has been duly and timely filed in the Case; or 

(ii) XX no proof of claim has been filed. 

For the avoidance of doubt, the term “Proof of Claim” shall include, unless expressly agreed to otherwise, (a) any and all multiple Proofs of Claim filed at 

any time, whether before or after the date of execution of this Agreement, by or on behalf of Seller in respect of the Claim and (b) any and all of Seller’s 

documentation supporting the Claim. The parties agree that if the Proof of Claim Amount is less than the Claim Amount, the Purchase Price shall be 

reduced such that Seller shall be paid the pro rata share of the Purchase Price based on the lower Proof of Claim Amount. 

Representations; Warranties and Covenants. Seller represents, warrants and covenants that, (a) Seller owns and has sole title to the Claim free and 

clear of any and all liens, security interests or encumbrances of any kind or nature whatsoever, including without limitation pursuant to any factoring 

agreement, and upon the sale of the Claim to Purchaser, Purchaser will receive good title to the Claim; (b) Seller has not previously sold, assigned, 

transferred, or pledged the Claim, in whole or in part, to any third party; (c) the basis for the Claim is amounts validly due from and owing by the Debtor; 

(d) the Claim is a valid, undisputed, liquidated, enforceable, and non-contingent claim against the Debtor for which the Debtor has no defenses and no 

objection to the Claim has been filed or threatened; (e) Seller has not engaged in any acts, conduct or omissions that might result in Purchaser 

receiving, in respect of the Claim, proportionately less payments or distributions or any less favorable treatment than other similarly situated creditors; (f) 

Debtor, or any other third party, has no basis to assert the Claim is subject to any defense, claim or right of setoff, reduction, impairment, disallowance, 

subordination or avoidance, including preference actions, whether on contractual, legal or equitable grounds; (g) that Seller is not “insolvent” within the 

meaning of Section 1-201 (23) of the Uniform Commercial Code or within the meaning of Section 101 (32) of the Bankruptcy Code; and (h) Seller is not 

an “insider” of the Debtor, as set forth in the United States Bankruptcy Code § 101(31), or a member of any official or unofficial committee in connection 

with the Case. Seller acknowledges and unconditionally agrees any misrepresentation or breach by Seller may cause Purchaser irreparable harm and 

accordingly, Purchaser shall be entitled to all available remedies as may be available to Purchaser for any such misrepresentation, breach or threatened 

breach, including but not limited to the immediate recovery of money damages (“Restitution”) including without limitation a “Restitution Payment”, as 

further defined below. 

Execution of Agreement. This Agreement shall become effective and valid when (a) Seller executes this Agreement and it is received by Purchaser 

and (b) the Agreement is executed by a proper representative of Purchaser. 

Consent and Waiver. Seller hereby acknowledges and consents to all of the terms set forth in this Agreement and hereby waives its right to raise any 

objections thereto pursuant to Rule 3001 of the Rules of Bankruptcy Procedure. 

Claim or Recovery Impaired or Allowed for an Amount Less than Claim Amount. If all or any part of the Claim or Claim Amount is (a) avoided, 

disallowed, subordinated, reduced, or otherwise impaired, for any reason whatsoever including without limitation a breach of any of the terms or 

conditions of this Agreement; or (b) the Claim is subsequently scheduled by Debtor or is amended such that all or any portion of the Claim is listed on 

the Debtor’s amended schedule of liabilities as unliquidated, contingent or disputed or in a lesser amount than the Claim Amount (each (a) and (b) a 

“Disallowance”), then Seller, shall make immediate Restitution and repayment of the proportional Purchase Price equal to the ratio of the amount of the 

Disallowance divided by the Claim Amount (“Restitution Payment”), no later than 30 days after receiving notice of such Disallowance. Such Restitution 

Payment shall be made together with interest, calculated at the rate of nine (9%) percent per annum, from the date of Seller’s execution of this 

Agreement until the date that such Restitution Payment is received by Purchaser. For clarity purposes, this paragraph pertains only to the validity of the 

Claim and not the Recovery. 

Notices (including Voting Ballots) Received by Seller; Further Cooperation. Seller agrees to immediately forward to Purchaser any and all notices 

received from Debtor, the Court or any other court or governmental entity or any third party regarding the Claim assigned herein and to take such other 

action, with respect to the Claim, as Assignee may request from time to time. More specifically, Seller shall take such further action as may be 

necessary or desirable to effect the transfer of the Claim and to direct any payments or distributions, or any form of Recovery on account of the Claim to 

Purchaser, including the execution of appropriate voting ballots, transfer powers and consents at Purchaser’s sole discretion. 

Recovery (including Cure Payments) Received or Delayed by Seller. In the event Seller by its’ actions or omissions (including not forwarding 

proper notices as stated above), (i) receives any interim or final distribution of the Recovery, or any portion thereof, made payable on or after the date of 

Case 08-13141-BLS Doc 12073 Filed 07/23/12 Page 2 of 3
Seller’s execution of this Agreement; or (ii) delays or impairs Purchaser’s right to Recovery for any reason (each (i) and (ii) a “Delayed Recovery 

Event”), then Seller agrees to (a) accept any Recovery the same as Purchaser’s agent and to hold the same in trust on behalf of and for the sole benefit 

of Purchaser and shall promptly deliver the same forthwith to Purchaser in the same form received, or in a form reasonably requested by Purchaser, 

free of any withholding, set-off, claim or deduction of any kind and/or (b) settle or cure the reason for the Delayed Recovery Event (each (a) and (b) a 

“Settlement”) within ten (10) business days of the Delayed Recovery Event (the “Settlement Date”). Seller shall pay Purchaser interest, calculated at the 

rate of nine (9%) percent per annum of any amount or portion of Recovery that incurs a Delayed Recovery Event, for each day after the Settlement Date 

until such Recovery is received by Purchaser. 

Governing Law, Personal Jurisdiction and Service of Process. This Agreement shall be governed by and construed in accordance with the laws of 

the State of New York, USA, notwithstanding any contrary choice of law that would otherwise apply under the choice of law principles of that or any 

other jurisdiction. Any action arising under or relating to this Agreement must be brought in a State or Federal court located in New York County or 

Nassau County, in the State of New York. Seller consents to and confers personal jurisdiction over Seller by any such court and agrees that Purchaser 

may validly effect service of process upon Seller by mailing a copy of said process to Seller’s address set forth hereof in this Agreement. In any action 

hereunder Seller waives the right to demand a trial by jury. 

Indemnification. Seller further agrees to reimburse Purchaser for all losses, costs and expenses, including reasonable legal fees at the trial and 

appellate levels incurred by Purchaser as a result of, in connection with, or related to any (a) Disallowance, (b) Seller’s breach of this Agreement, 

including without limitation any misrepresentation by Seller, and/or (c) litigation arising out of or in connection with this Agreement or in order to enforce 

any provision of this Agreement. 

Miscellaneous. Seller agrees that this Agreement and all its terms are confidential and may not be disclosed without the prior written consent of 

Purchaser. Purchaser shall have the right to all remedies including specific performance and other injunctive and equitable relief without a showing of 

irreparable harm or injury and without posting a bond. Each party expressly acknowledges and agrees that it is not relying upon, any representations, 

promises, or statements, except to the extent that the same are expressly set forth in this Agreement, and that each party has the full authority to enter 

into this Agreement and that the individuals whose signatures appear below hereby expressly represent that they have the authority to bind the party for 

which they sign this Agreement. The parties hereby mutually agree and stipulate that this Agreement is the result of negotiations between the parties 

and terms hereof are negotiated terms. Accordingly, any rules of interpretation, construction or resolving ambiguity against the drafter that otherwise 

apply, shall not apply hereto. This Agreement (i) may not be modified, waived, changed or discharged, in whole or in part, except by an agreement in 

writing signed by the parties; (ii) constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter 

hereof and (iii) supersedes all prior agreements, understandings and representations pertaining to the subject matter hereof, whether oral or written. 

Seller hereby acknowledges that Purchaser may at any time resell the Claim, or any portion thereof, together with all right title and interest received by 

Purchaser in and to this Agreement. Seller shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written 

consent of Purchaser. This Agreement shall be binding upon any prospective successor of Seller (whether by operation of law, merger or otherwise) or 

on any purchaser of all or substantially all of Seller’s assets (“Transfer”). In connection with any such Transfer, the purchaser, successor or assignee of 

Seller shall be bound by the terms and conditions of this Agreement. All representations and warranties made herein shall survive the execution and 

delivery of this Agreement and any Transfer. This Agreement may be signed in counterparts and by telecopy, or other commonly acceptable form of 

electronic transmission, each of which shall be deemed an original and all of which taken together shall constitute the Agreement. Failure or delay on 

the part of Purchaser to exercise any right, power or privilege hereunder shall not operate as a waiver thereof. 

ENTRAVISION COMMUNICATIONS CORP (“Seller”) 

Signature: ____/s/ Martha Carleson___ Telephone: _____________ 

Print Name/Title: Martha Carleson_ ___ Fax: _____________ 

Date: ___7/13/12______________ E-Mail: _____________

ASM Capital (“Purchaser”) 

7600 Jericho Turpike - Suite 302, Woodbury, New York 11797 

Adam Moskowitz - Managing General Partner

Signature: ____/s/ Adam S. Moskowitz _ Telephone: (516) 224-6040

Date: ____7/13/12______________ Fax: (516) 224-6049 

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