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Exhibit 2.5
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (this "Amendment") is
made and entered into as of December 30, 1997, by and among STC Broadcasting,
Inc., a Delaware corporation ("Purchaser"), Abilene Radio and Television
Company, a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx, the
Xxxxx Xxxxx Trust, the Xxxxxxxxx Xxxxx Testamentary Trust, the Xxxxx Xxxxxx GST
Exempt Trust, the Xxxxxxx Xxxxxx Trust, Xxxx X. Xxxxxx and the Xxxx Xxxxxx
Trust (collectively, the "Sellers").
RECITALS
WHEREAS, Sellers have agreed to sell, and Purchaser has agreed to
acquire, all of the issued and outstanding capital stock of the Company
pursuant to that certain Stock Purchase Agreement, dated July 8, 1997, by and
among Purchaser, the Company and the Sellers (the "Stock Purchase Agreement");
WHEREAS, Purchaser, the Company and the Sellers desire to amend
certain provisions of the Stock Purchase Agreement; and
WHEREAS, Xxxx X. Xxxxxx has power and authority to act on behalf of
the Sellers pursuant to the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENT OF AGREEMENT
Section 1.1 Amendment to Section 2.1. The first sentence of
Section 2.1 of the Stock Purchase Agreement is hereby amended to replace
"$8,500,000" with "$7,250,000."
Section 1.2 Amendment to Section 5.5. Section 5.5 of the Stock
Purchase Agreement is hereby amended to add thereto the following at the end of
such Section:
"Sellers acknowledge that under the presently effective rules and
regulations of the FCC
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a waiver is necessary to permit the continued common ownership of
KRBC-TV, Abilene, Texas, and KACB-TV, San Angelo, Texas. In order to
facilitate the grant of the applications by the FCC, Purchaser agrees
to withdraw its "Request for Continued Satellite Exemption" and
to replace it with a "Request for Temporary Waiver of the Duopoly
Rule" within five days of the date of the First Amendment to Stock
Purchase Agreement. Sellers shall have no liability to Purchaser in
the event that the FCC requires Purchaser to divest of either station
subsequent to the Closing because of the FCC's refusal to extend this
temporary waiver."
Section 1.3 Amendment to Article V. Article V of the Stock
Purchase Agreement is hereby amended to add thereto the following sections as
follows:
"5.16 Purchase Price. Except as set forth herein,
Purchaser agrees not to request or demand from Sellers prior to or at
Closing any reduction in the $7,250,000 portion of the Unadjusted
Purchase Price.
5.17 Advisor. On or before February 1, 1998, Sellers
agree to hire a consultant (the "Consultant") to serve as an advisor
with respect to the management of KRBC-TV, Abilene, Texas, and
KACB-TV, San Angelo, Texas. The Consultant shall be selected by
Purchaser, and Purchaser shall be obligated to pay the Consultant's
compensation. The terms of the Consultant's engagement with the
Company shall be determined by Purchaser. Sellers shall have the
option, if they so wish, to name the Consultant as general manager of
KRBC-TV, Abilene, Texas, and KACB-TV, San Angelo, Texas."
Section 1.4 Amendment to Section 9.1(b). Section 9.1(b) of the
Stock Purchase Agreement is hereby amended to read in its entirety as follows:
"(b) By either Purchaser or Sellers if the Closing shall
not have occurred on or before March 31, 1997; provided, that the
right to terminate this Agreement pursuant to this Section 9.1(b)
shall not be available to any party whose delay or failure to fulfill
any obligation under this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before such date;"
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ARTICLE II
MISCELLANEOUS
Section 2.1 Defined Terms. All capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in the Stock
Purchase Agreement as hereby amended.
Section 2.2 Effect of Amendment. Except as specifically provided
herein, the Stock Purchase Agreement is in all respects ratified and confirmed.
All of the terms, conditions and provisions of the Stock Purchase Agreement as
hereby amended shall be and remain in full force and effect.
Section 2.3 Entire Agreement. This Amendment and the unaltered
portions of the Stock Purchase Agreement, together with the Schedules and
Exhibits attached to the Stock Purchase Agreement, represent the entire
agreement and understanding of the parties to the Stock Purchase Agreement with
respect to the transactions contemplated herein and therein, and no
representations, warranties or covenants have been made in connection with this
Amendment or the Stock Purchase Agreement, other than those expressly set forth
herein and therein, or in certificates delivered in accordance herewith or
therewith. This Amendment and the unaltered portions of the Stock Purchase
Agreement supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements among the parties relating to the
subject matter of this Amendment and the Stock Purchase Agreement and such
agreements and all prior drafts of this Amendment and the Stock Purchase
Agreement and such other agreements are merged into this Amendment and the
unaltered portions of the Stock Purchase Agreement.
Section 2.4 Amendments. This Amendment and the Stock Purchase
Agreement as hereby amended may be amended or supplemented at any time by
additional written agreements signed by the parties hereto.
Section 2.5 Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas, without giving
effect to choice of laws principles.
Section 2.6 Sellers' Representative. Xxxx X. Xxxxxx has all
requisite power and authority to execute and deliver this Amendment on behalf
of all of the Sellers pursuant to Section 10.19 of the Stock Purchase
Agreement.
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This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall be
considered one and the same agreement.
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Senior Vice President
ABILENE RADIO AND TELEVISION COMPANY
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
SELLERS
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Sellers' Representative
