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EXHIBIT 10.14
STV ACQUISITION COMPANY
XXXXX ACQUISITION COMPANY
000 XXXXXXXX XXXXX
XXXXX 0000
XXXXXX, XXXXX 00000
November 4, 1996
Xx. Xxxxxx X. Xxxxx
Xxxxx Broadcasting Partners, L.P.
c/o 0000 0xx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Gentlemen:
In reliance upon, among other things, this Letter Agreement, (a) STV
Acquisition Company, a Delaware corporation ("STV") and a wholly-owned
subsidiary of Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P. ("Xxxxx Muse"),
entered into an Asset Purchase Agreement (the "WEYI/WROC/KSBW Asset Purchase
Agreement") of even date herewith, pursuant to which STV agreed to, among other
things, (i) acquire certain assets and assume certain liabilities related to
the Stations (other than WTOV-TV) and (ii) deposit in escrow an Irrevocable
Letter of Credit in an amount of $7.85 million (the "Xxxxxxx Money Deposit")
and (b) Xxxxx Acquisition Company, a wholly-owned subsidiary of STV ("SAC"),
entered into an Asset Purchase Agreement (the "WTOV Asset Purchase Agreement"
and, together with the WEYI/WROC/KSBW Asset Purchase Agreement, the "Asset
Purchase Agreements") of even date herewith, pursuant to which SAC agreed to
acquire certain assets and assume certain liabilities related to WTOV.
Capitalized terms used herein and not otherwise defined shall have the meanings
given same in the Asset Purchase Agreements.
In consideration of the foregoing and the agreements herein set forth,
the parties hereto agree as follows:
1. Guarantee. To the extent the Sellers fail to pay any amount
owed to STV and SAC under Section 2.6.2 of each of the Asset Purchase
Agreements,
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Xxxxxx X. Xxxxx hereby agrees to pay STV and SAC the lesser of (a) the amount
owed to STV and SAC as an overpayment of the Net Working Capital Amount
pursuant to Section 2.6.2 of each of the Asset Purchase Agreements, or (b) the
sum of $200,000.
2. Assignability. No party hereto shall have the right or the
power to assign or delegate this Letter Agreement or any interest herein, in
whole or in part, without the prior written consent of the other party hereto,
and any purported assignment or delegation without such prior written consent
shall be null and void; provided, however, that STV and SAC may assign or
delegate this Letter Agreement or any interest herein to any affiliate of Xxxxx
Muse or Xxxxxx X. Xxxxx.
3. Amendments. The terms of this Letter Agreement cannot be
changed, waived, released or discharged otherwise than by a writing signed by
each party hereto.
4. Nonwaiver. Failure to insist in any instance upon strict
performance of any provision of this Letter Agreement or to enforce any right
hereunder shall not be construed as a waiver of any such provision or the
relinquishment of any such right but the same shall continue in full force and
effect.
5. Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to the principles of conflict of laws thereof.
6. Counterparts. This Letter Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; such counterparts shall together constitute but one agreement.
Very truly yours,
STV ACQUISITION COMPANY
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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XXXXX ACQUISITION COMPANY
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: President
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Acknowledged and Agreed
to as of the date
first entered above:
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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