September 17, 1996
Xxxxxxx identified on Schedule 1
Gentlemen:
TCS Television Partners, L.P. and TCS Television, Inc.
(together "TCS") refer to (1) the Note Purchase Agreements dated
as of June 1, 1990, as amended by an Amendment and Waiver
Agreement dated as of December 14, 1992 (the "Agreement"), and
(2) the letter agreement (the "Letter Agreement") between TCS and
you dated June 28, 1995. Capitalized terms used in this letter
without definition have the meanings given to them in the
Agreement.
In the Letter Agreement, you agreed to forego certain
payments in connection with the repayment of the Subordinated
Notes from the proceeds of the sales of the stock of Avant
Development Corporation ("Avant") and Fabri Development
Corporation ("Fabri").
This will confirm our further agreement as follows:
1. You hereby reconfirm your consent to the sale of
the stock of Fabri. From the proceeds of the sale of the stock
of Fabri (the "Proceeds"), TCS may retain the amount (the
"Reserved Amount") required to pay or reserve for payment any
liabilities or obligations (contingent or otherwise) of TCS;
provided, however, no amounts may be paid with respect to the
indebtedness for borrowed money or the consulting fees payable to
affiliates of TCS (the "Affiliate Liabilities"), except as
provided in paragraph 2(b), (c) and (d).
2. You hereby agree to release your lien on the
shares of Fabri and any other security for the Senior Notes and
the Subordinated Notes upon the sale of the stock of Fabri. At
the closing of the sale of the shares of Fabri the Proceeds less
the Reserved Amount shall be paid, and any amounts which TCS
thereafter determines to release from the Reserved Amount and any
amounts released from any escrow in favor of the buyer of the
stock of Fabri and any amounts released from any reserve or
escrow relating to the sale of Avant, shall be paid, as follows:
(a) first, there shall be payable to you an
amount equal to the sum of (1) the then outstanding principal
amount of the Senior Notes, (2) accrued but unpaid interest, any
Make-Whole Premium and any other amounts payable on the Senior
Notes, (3) the outstanding principal amount of the Subordinated
Notes, and (4) $1,326,805, representing the amount of interest on
the Subordinated Notes that was capitalized as of December 14,
1992;
(b) the next $3.5 million of the Proceeds shall
be applied to satisfy the Affiliate Liabilities or distributed to
the partners of TCS;
(c) the next $4 million of Proceeds shall be
applied 50% to satisfy Affiliate Liabilities or distributed to
the partners of TCS, and 50% to pay to the holders of the
Subordinated Debt; and
(d) any additional Proceeds shall be applied 80%
to satisfy Affiliate Liabilities or distributed to the partners
of TCS and 20% to pay to the holders of the Subordinated Debt.
Upon payment to you of the amounts payable pursuant to
this paragraph 2, you shall have no further rights or claims
against TCS.
(3) The foregoing agreement shall only be effective
if a definitive agreement to sell the stock of Fabri is executed
on or before December 31, 1996 with a bona fide third party
purchaser which agreement provides for a closing within 120 days
after execution of the agreement, subject to extension of the
closing date only if the approval of the Federal Communications
Commission has not become final by that time, in which case the
closing shall be held within 10 days after such approval becomes
final.
(4) TCS agrees to proceed diligently in all respects
to identify a buyer and to negotiate in good faith to enter into
a definitive agreement to sell the stock of Fabri provided that
the purchase price for the stock is at least $28.5 million and
provided further that the terms of the definitive agreement (and
particularly the indemnification provisions) are satisfactory to
TCS, that there has been no significant change in the market for
television stations generally and no significant change in the
operations of the Fabri stations or the markets in which the
Fabri stations are located, and that no other significant event
occurs between the date hereof and the date of signing the
definitive agreement, which causes the general partner of TCS to
reasonably conclude that a sale of the stock of Fabri at that
time would not be in the best interests of the partners of TCS.
Please sign the enclosed copy of this letter to
indicate your agreement to the foregoing.
Very truly yours,
TCS TELEVISION PARTNERS, L.P.
By:/s/ Xxxxxxxxx XxXxx Xxxxx
TCS TELEVISION, INC.
By:/s/ Xxxxxxxxx XxXxx Xxxxx
CONSENT RECONFIRMED AND AGREED:
CENTURY INDEMNITY COMPANY
By: CIGNA INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx__
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
CIGNA PROPERTY AND CASUALTY
By: CIGNA INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx__
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx__
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
