EXHIBIT 10.51
TERMINATION AND RELEASE AGREEMENT
This TERMINATION AND RELEASE AGREEMENT (this "AGREEMENT") is
made and entered into as of February 19, 2002, by and among Sunrise Television
Corp., a Delaware corporation ("SUNRISE"), STC Broadcasting, Inc., a Delaware
corporation ("STCB"), STC License Company, a Delaware corporation ("STCLC" and
together with Sunrise and STCB, the "CLIENTS"), and LIN Television Corporation,
a Delaware corporation (the "MANAGER").
WHEREAS, pursuant to that certain Agreement and Plan of Merger
dated as of the date hereof between Sunrise and LIN TV Corp., subject to the
satisfaction of the conditions contained therein, Sunrise will merge with and
into LIN (the "MERGER");
WHEREAS, the Clients and Manager are parties to that certain
Management Services Agreement dated January 7, 2002 and attached hereto as
EXHIBIT A (the "MANAGEMENT SERVICES AGREEMENT");
WHEREAS, in connection with the execution of the Management
Services Agreement, Sunrise issued to Manager a warrant to purchase 139,780
shares of Class B Common Stock of Sunrise (the "WARRANT"); and
WHEREAS, Sunrise and the Manager are parties to that certain
Registration Rights Agreement dated January 7, 2002 (the "REGISTRATION RIGHTS
AGREEMENT" and, collectively with the Warrant and the Management Services
Agreement, the "AGREEMENTS").
WHEREAS, the Clients and the Manager desire to terminate the
Agreements upon the consummation of the Merger (the "EFFECTIVE TIME").
NOW, THEREFORE, intending to be legally bound and in
consideration for the mutual covenants and agreements contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Clients and Manager hereby agree that, effective as of
the Effective Time, each of the Agreements and any exhibits thereto shall
terminate and be of no further force and effect.
2. Should any provision of this Agreement be declared or be
determined to be illegal, invalid, or otherwise unenforceable, the validity of
the remaining parts, terms, and provisions hereof will not be affected thereby
but such will remain valid and enforceable, and said illegal or invalid parts,
terms, or provisions shall be deemed not to be a part of this Agreement.
3. This Agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of Texas, excluding any
choice-of-law provisions thereof.
4. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended,
any other counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed, all as of the date first written above.
SUNRISE TELEVISION CORP.
By: /s/ XXXXX X. XXXX
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Name: XXXXX X. XXXX
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Title: CFO
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STC BROADCASTING, INC.
By: /s/ XXXXX X. XXXX
--------------------------------
Name: XXXXX X. XXXX
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Title: CFO
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STC LICENSE COMPANY
By: /s/ XXXXX X. XXXX
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Name: XXXXX X. XXXX
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Title: CFO
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LIN TELEVISION CORPORATION
By: /s/ XXXX X. XXXXXXX
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Name: XXXX X. XXXXXXX
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Title: CHAIRMAN, PRESIDENT & CEO
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EXHIBIT A
Management Services Agreement
