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EXHIBIT 10.6
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
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Xxxxx X. Xxxx
Chief Financial Officer
STC BROADCASTING OF VERMONT, INC.
By: /s/ Xxxxx X. Xxxx
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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.