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Exhibit 10.21
April 24, 1998
By FACSIMILE
Xxxx X. Xxxxxx
Senior Vice President
Hearst-Argyle Television, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: (A) ASSET PURCHASE AGREEMENT (THE "ASSET PURCHASE AGREEMENT"),
DATED AS OF FEBRUARY 3, 1998, BY AND AMONG STC BROADCASTING OF
VERMONT, INC. ("STCBV") AND CERTAIN SUBSIDIARIES OF XXXXXXXX
BROADCAST GROUP, INC. (THE "SINCLAIR SELLERS"); (B) ASSET
EXCHANGE AGREEMENT (THE "ASSET EXCHANGE AGREEMENT"), DATED AS
OF FEBRUARY 18, 1998, BY AND AMONG CERTAIN SUBSIDIARIES OF
SUNRISE TELEVISION CORP. (COLLECTIVELY, THE "STC PARTIES") AND
HEARST-ARGYLE STATIONS, INC. ("HAT"); AND (C) CREDIT
AGREEMENT, DATED AS OF APRIL 24, 1998, BY AND BETWEEN STC
BROADCASTING OF VERMONT SUBSIDIARY, INC. ("STCBV SUB") AND HAT
(THE "CREDIT AGREEMENT")
Dear Xxxx:
This letter agreement sets forth the mutual understanding and agreement
between the STC Parties and HAT regarding HAT's consent to certain amendments to
the Asset Purchase Agreement, and certain amendments to the Asset Exchange
Agreement. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Asset Exchange Agreement.
1. CONSENT TO AMENDMENTS TO ASSET PURCHASE AGREEMENT. As required under
Section 7.7 of the Credit Agreement and Section 6.16 of the Asset Exchange
Agreement, HAT hereby consents to the following amendments to the Asset Purchase
Agreement: (a) First Amendment to Asset Purchase Agreement, dated April 20,
1998, by and between the parties thereto; and (b) Second Amendment to Asset
Purchase Agreement, dated April 24, 1998, by and between the parties thereto.
Copies of each of the amendments have been previously delivered to HAT.
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Xxxx X. Xxxxxx
April 24, 1998
Page 2
2. WORKING CAPITAL FOR WFFF. The parties acknowledge and agree that the
Asset Exchange Agreement is hereby amended to provide that (a) all cash, cash
equivalents or deposits arising out of the business and operations of WFFF from
and after the STC Transfer Date, and all interest payable in connection with any
such cash, cash equivalents or deposits, shall be an Excluded Asset under
Section 2.4.1. of the Asset Exchange Agreement; (b) all Accounts Receivable
arising out of the business and operations of WFFF from the STC Transfer Date
under the Xxxxxxxx Agreement shall be an Excluded Asset under Section 2.4.2. of
the Asset Exchange Agreement; and (c) none of the proceeds of the Working
Capital Advances provided by HAT to STCBV Sub pursuant to Section 2.14 of the
Asset Exchange Agreement and none of the Accounts Receivable, cash, cash
equivalents or deposits arising out of the business and operations of WPTZ and
WNNE after the STC Transfer Date, and none of any interest payable in connection
with any of the foregoing, shall be used in the business and operations of WFFF
(it being intended that the operations of WPTZ and WNNE will not be used to fund
the operations of WFFF from and after the STC Transfer Date). Except as
expressly modified hereby, all other terms and conditions of the Asset Exchange
Agreement shall remain in full force and effect in accordance with their terms.
* * * * * * * * * *
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Xxxx X. Xxxxxx
April 24, 1998
Page 3
Please acknowledge your understanding of and agreement with the
foregoing by signing this letter agreement in the spaces provided below.
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
STC LICENSE COMPANY
By: /s/ Xxxxx X. Xxxx
-----------------
Xxxxx X. Xxxx
Chief Financial Officer
STC BROADCASTING OF VERMONT, INC.
By: /s/ Xxxxx X. Xxxx
-----------------
Xxxxx X. Xxxx
Chief Financial Officer
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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Xxxx X. Xxxxxx
April 24, 1998
Page 4
ACKNOWLEDGED AND AGREED:
HEARST-ARGYLE STATIONS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
ccs:Xxxxx X. Xxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx, Xx.
