ESCROW AGREEMENT
This Escrow Agreement (the "Agreement"), dated as of November 17, 1999, by and
among The Chronicle Publishing Company, a Nevada Corporation (the "Seller"),
Benedek Broadcasting Corporation, a Delaware corporation (the "Purchaser"), and
Allfirst Bank, as Escrow Agent (the "Escrow Agent").
The Purchaser and the Seller have entered into an Asset Purchase Agreement (the
"Purchase Agreement") dated as of November 17, 1999 for the sale by the Seller
to the Purchaser of certain assets which it uses to conduct the operations of
television stations WOWT-TV, Omaha, Nebraska, KAKE-TV, Wichita, Kansas, KUPK-TV,
Garden City, Kansas, and KLBY-TV Colby, Kansas. Pursuant to the Purchase
Agreement, Purchaser is required on this date to deposit Ten Million Dollars
($10,000,000) in escrow to secure its obligations under the Purchase Agreement.
The Purchaser and the Seller desire that the Escrow Agent hold these funds as
provided in this Agreement and the Purchase Agreement.
Accordingly, in consideration of the mutual covenants contained herein the
parties, intending to be legally bound, hereby agree as follows:
1. Receipt of Escrow Deposit. By its signature below, Escrow Agent
acknowledges receipt of Ten Million Dollars ($10,000,000) (the "Escrow Deposit")
from the Purchaser.
2. Investment of Escrow Deposit. The Escrow Deposit shall be invested by
Escrow Agent in (i) direct obligations of the United States of America maturing
within 90 days of the date of acquisition thereof, (ii) certificates of deposit
maturing within 90 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States or any
state thereof having capital, surplus and undivided profits aggregating in
excess of $500 million, or (iii) in commercial paper given the highest rating by
two established national credit rating agencies and maturing not more than 90
days from the date of acquisition thereof, as may be directed by the Purchaser.
All interest earned on the Escrow Deposit shall become part of the Escrow
Deposit, set aside and paid upon the termination of this Agreement. The Escrow
Agent shall determine the aggregate amount of interest and other income earned
on the Escrow Deposit (the "Interest Amount"). The Interest Amount shall be
income of the Purchaser and the Purchaser shall be responsible for all taxes,
including interest, penalties and additions to tax payable with respect to such
income.
3. Disbursement of Escrow Deposit. Escrow Agent shall release the Escrow
Deposit within forty-eight (48) hours of receipt of (a) written instructions
jointly executed by the Seller and the Purchaser or (b) a final order of a court
of competent jurisdiction directing release of the funds in accordance with such
order. An order shall be deemed "final" when, by a lapse of time or otherwise,
it is no longer subject to administrative or judicial reconsideration or review.
Escrow Agent shall be authorized to act on any document believed to be genuine
and to be signed by the proper party or parties, and will incur no liability in
so acting. In the event of any disagreement or presentation of adverse claims or
demands in connection with the Escrow
Deposit, Escrow Agent may act as stake-holder and deposit the item in dispute
with the registry of the court having jurisdiction over the dispute.
4. Indemnity. The Seller and the Purchaser agree to indemnify and hold
Escrow Agent harmless against any loss, claim, damage, liability, or expense
incurred in connection with any action, suit, proceeding, claim or alleged
liability arising from this Agreement; provided, however, that Escrow Agent
shall not be so indemnified or held harmless for its gross negligence or acts in
bad faith by it or any of its agents or employees, nor for its breach of this
Agreement.
5. Expenses. All expenses incurred by Escrow Agent in the administration of
this Agreement, including reasonable legal costs incurred by Escrow Agent, shall
be paid by the Purchaser. Any expenses incurred by the Purchaser or the Seller
in connection with this Agreement shall be borne by the parties incurring the
expenses. If there arises a dispute concerning a party's entitlement to some or
all of the Escrow Deposit, the prevailing party shall be entitled to recover its
reasonable costs (including reasonable attorneys' fees) incurred in connection
with such dispute.
6. Notices. Any notice, report, demand, waiver, consent, and other
communications pertaining to this Agreement shall be in writing and shall be
given by hand delivery, by prepaid registered or certified mail, with return
receipt requested, by an established national overnight courier providing proof
of delivery for next business day delivery, or by telecopy, addressed as
follows:
if to the Purchaser, to: with copies to:
------------------------ ---------------
Benedek Broadcasting Corporation Shack & Xxxxxx, P.C.
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Attention: K. Xxxxx Xxxxx Attention: Xxxx X. Xxxxxxx, Esq.
if to the Seller, to: with copies to:
------------------------ ---------------
The Chronicle Publishing Company Xxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx 000 Xxxxxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
Attention: W. Xxxxxx Xxxxxx Attention: Xxxxx X. Xxxxxx
Xxxxxxxx Xxxxxxxxx
if to the Escrow Agent, to:
---------------------------
Allfirst Bank
Capital Markets
Xxxxx Building
000 00xx Xxxxxx X.X.
Xxxxx 0000 X
Xxxxxxxxxx, X.X. 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx, Vice President
The date of any such notice and service thereof shall be deemed to be: (i) the
day of delivery if hand delivered or delivered by overnight courier; (ii) the
day of delivery as indicated on the return receipt if dispatched by mail, or
(iii) the date of telecopy transmission as indicated on the telecopier
transmission report provided that any telecopy transmission shall not be
effective unless a paper copy is sent by overnight courier on the date of the
telecopy transmission. Any party may change its address for the purpose of
notice by giving of such change in accordance with the provisions of this
Section.
7. Duties of Escrow Agent. The duties and responsibilities of Escrow Agent
shall be limited to those expressly set forth herein.
8. Assignment. The Purchaser and the Seller may assign their rights under
this Agreement to the same extent they are permitted to assign their rights and
obligations under the Purchase Agreement.
9. Headings. The descriptive headings of the several Articles and Sections
of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
10. Counterparts. This Agreement may be executed in one or more
counterparts for the convenience of the parties hereto, each of which shall be
deemed an original and all of which together will constitute one and the same
instrument.
11. Governing Law. This Agreement will be governed by and construed and
interpreted in accordance with the substantive laws of the State of California,
without giving effect to any conflicts of law rule or principle that might
require the application of the laws of another jurisdiction.
12. Miscellaneous. This Agreement shall bind and inure to the benefit of
the parties hereto and their respective, heirs, personal representatives,
successors and permitted assigns.
To evidence their agreement, the parties have caused this Escrow Agreement
to be executed on the date first written above.
THE CHRONICLE PUBLISHING COMPANY
By: /s/ W. Xxxxxx Xxxxxx
----------------------------
Name: W. Xxxxxx Xxxxxx
Title: Secretary
BENEDEK BROADCASTING CORPORATION
By: /s/ A. Xxxxxxx Xxxxxxx
----------------------------
Name: A. Xxxxxxx Xxxxxxx
Title: Chairman and Chief Executive Officer
ALLFIRST BANK
By: /s/ Xxxx X. Xxxx
----------------------------
Name: Xxxx X. Xxxx
Title: Vice President
