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EXHIBIT 10.2
April 24, 1998
Xx. Xxxx X. Xxxxxx
Xx. Xxxxx X. Xxxx
STC Broadcasting of Vermont, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Dear Xxxx and Xxxxx:
Reference is made to the Asset Purchase Agreement (the
"Purchase Agreement") dated as of February 3, 1998, by and among Tuscaloosa
Broadcasting, Inc., WPTZ Licensee, Inc. and WNNE Licensee, Inc. (the
"Sellers"), and STC Broadcasting of Vermont, Inc., as subsequently assigned to
STC Broadcasting of Vermont Subsidiary, Inc. ("STC Vermont Sub"), pursuant to
which the Sellers have agreed to sell, and STC Vermont Sub has agreed to buy,
the Assets (as defined therein) with respect to television broadcast stations
WPTZ-TV, Channel 0, Xxxxx Xxxx, Xxx Xxxx, WNNE-TV, Channel 31, Hartford,
Vermont and WFFF-TV, Channel 44, Burlington, Vermont ("WFFF"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such
terms in the Purchase Agreement.
Pursuant to the letter of understanding dated March 2, 1998,
Xxxxx Broadcasting of Vermont, LLC ("Xxxxx"), is willing to buy and assume, and
STC Vermont Sub is willing to sell, all the rights and obligations being
acquired by STC Vermont Sub from the Sellers relating to WFFF. The purpose of
this letter agreement is to clarify certain closing matters and to set forth
the documentation that will be necessary to effect the transfer of the WFFF
assets and liabilities from STC Vermont Sub to Xxxxx.
1. CLOSING. The closing (the "Closing") of the transfer
of the WFFF assets and liabilities from STC Vermont Sub to Xxxxx will be deemed
to occur simultaneously with the non-license transfer under the Purchase
Agreement.
2. STC VERMONT SUB DELIVERIES. At the Closing, STC
Vermont Sub will deliver to Xxxxx the following:
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April 24, 1998
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(a) Xxxx of Sale - the Xxxx of Sale and
Assignment of Assets, dated as of the date hereof, duly executed by STC Vermont
Sub;
(b) Assumption Agreement - the Assumption
Agreement, dated as of the date hereof (the "Assumption Agreement"), duly
executed by STC Vermont Sub;
(c) Interim Operating Agreement - the Interim
Operating Agreement, dated as of the date hereof (the "Interim Operating
Agreement"), duly executed by the STC Parties named therein;
(d) Certified Resolutions - copies of the
resolutions of the Board of Directors of STC Vermont Sub, certified as being
correct, complete and then in full force and effect, authorizing the execution,
delivery and performance of the documents described herein, and the
consummation of the transactions contemplated hereby;
(e) Officers' Certificate - a certificate signed
by the Secretary of STC Vermont Sub as to the incumbency of the officers of STC
Vermont Sub executing the documents described herein, and true and correct
copies of the organizational documents of STC Vermont Sub;
(f) Certificate of Good Standing - a certificate
of good standing of STC Vermont Sub from the State of Delaware dated a date not
more than a reasonable number of days prior to the Closing; and
(g) Fox Consent - the written consent of Fox
Broadcasting Company to the assignment of WFFF's network affiliation agreement
to Xxxxx.
3. XXXXX DELIVERIES. At the Closing, Xxxxx will deliver
to STC Vermont Sub the following:
(a) Promissory Note - the Promissory Note, dated
as of the date hereof, in the principal amount of Five Hundred Thousand Dollars
($500,000) (the "Note"), duly executed by Xxxxx;
(b) Security Agreement - the Security Agreement,
dated as of the date hereof, duly executed by Xxxxx, pursuant to which Xxxxx
grants a first priority security interest in all assets of Xxxxx to STC Vermont
Sub as collateral for Xxxxx'x obligations under the Note, the Assumption
Agreement and the Interim Operating Agreement;
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April 24, 1998
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(c) Assumption Agreement - the Assumption
Agreement, duly executed by Xxxxx;
(d) Interim Operating Agreement - the Interim
Operating Agreement, duly executed by Xxxxx;
(e) Certified Resolutions - copies of the
resolutions of the Member of Xxxxx, certified as being correct, complete and
then in full force and effect, authorizing the execution, delivery and
performance of the documents described herein, and the consummation of the
transactions contemplated hereby;
(f) Officers' Certificate - a certificate signed
by the Secretary of Xxxxx as to the incumbency of the officers of Xxxxx
executing the documents described herein, and true and correct copies of the
organizational documents of Xxxxx; and
(g) Certificate of Good Standing - a certificate
of good standing of Xxxxx from the State of Delaware dated a date not more than
a reasonable number of days prior to the Closing.
4. WFFF EMPLOYEES. Upon the Closing, Xxxxx will assume
all of STC Vermont Sub's obligations under Section 8.4 of the Purchase
Agreement with respect to the Employees of WFFF listed in Exhibit A (the "WFFF
Transferred Employees"). Xxxxx represents and warrants that the WFFF
Transferred Employees are the only employees of the Stations who exclusively
work in the business and operations of WFFF.
5. INDEMNIFICATION BY XXXXX. From and after the
Closing, Xxxxx agrees to indemnify, defend and hold harmless the STC Parties
(as defined in the Asset Exchange Agreement dated as of February 18, 1998,
among STC Vermont Sub, certain affiliates of STC Vermont Sub and Hearst-Argyle
Stations, Inc.) and their respective officers, directors, employees, agents,
successors and assigns, from and against and in respect of all Liabilities and
Losses related to the business or operations of WFFF or Xxxxx'x ownership of
the Assets transferred to Xxxxx pursuant to the Xxxx of Sale; provided,
however, that Xxxxx shall not assume or have any responsibility for any
Liabilities or Losses described in this Section 5 that arise out of or result
from the willful misconduct, gross negligence or bad faith of STC Vermont Sub.
* * * * * * *
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Xx. Xxxx X. Xxxxxx
Xx. Xxxxx X. Xxxx
April 24, 1998
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If the foregoing is acceptable to STC Vermont Sub, please
confirm below.
Very truly yours,
XXXXX BROADCASTING OF VERMONT, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chief Executive Officer
Acknowledged and agreed to:
STC BROADCASTING OF VERMONT
SUBSIDIARY, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
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EXHIBIT A
WFFF EMPLOYEES
Production:
-----------
Xxxxxxx Xxxxx
Xxxx Xxxxxxxx
Xxxxx Xxxxxx
Engineer:
---------
Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxx
Xxxx Xxxxxxxx
Xxxx Xxxxxx
Sales:
-------
Xxxx Xxxxxxxxxxx
Xxxxxx Bloombery
Traffic:
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Xxxxx X. Xxxxxx
Xxxxxx True
