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Exhibit 10.39
WJAC ACQUISITION CORP.
0000 0XX XXXXXX XXXXX, XXX 000
XX. XXXXXXXXXX, XXXXXXX 00000
October 1, 0000
XXX Xxxxxxxxxxxx, Inc.
0000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxx
Dear Xxxx:
Reference is made to that certain Agreement and Plan of Merger, dated
as of May 9, 1997 (the "Merger Agreement"), by and among WJAC, Incorporated, a
Pennsylvania corporation (the "Company"), STC Broadcasting, Inc., a Delaware
corporation ("Parent") and WJAC Acquisition Corp., a Pennsylvania corporation
and a wholly-owned subsidiary of Parent ("Subsidiary"), pursuant to which
Subsidiary shall merge with and into the Company, the separate corporate
existence of Subsidiary shall cease, and the Company shall continue its
corporate existence as a wholly-owned subsidiary of Parent.
Subsidiary hereby requests that Parent loan to Subsidiary and Parent
hereby agrees to loan to Subsidiary, an aggregate principal amount of
Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000) (the "Loan").
The proceeds from the Loan shall be used for the sole and exclusive purpose of
consummating the Merger under the Merger Agreement.
Contemporaneously with the closing under the Merger Agreement, (a)
Subsidiary shall execute and deliver to Parent a promissory note in the form of
Exhibit A attached hereto (the "Promissory Note"), and (b) Parent shall wire
the $37,500,000 proceeds of the Loan as Subsidiary shall direct in written wire
instructions delivered to Parent.
This Letter Agreement, together with the attached the Promissory Note,
sets forth the entire agreement between Subsidiary and Parent with respect to
the Loan and supersedes all prior oral or written agreements, commitments or
understandings with respect to such matters.
Please acknowledge your understanding of and agreement with the
foregoing by signing this Letter Agreement in the space provided below and
returning it to me. This Letter Agreement may be executed in counterparts.
WJAC ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Its: President
Accepted and Agreed:
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Its: Senior Vice President,
Chief Financial Officer and Secretary
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EXHIBIT A
FORM OF PROMISSORY NOTE
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PROMISSORY NOTE
$37,500,000
JOHNSTOWN, PENNSYLVANIA October 1, 1997
FOR VALUE RECEIVED, the undersigned, WJAC ACQUISITION CORP., a
Pennsylvania corporation ("Subsidiary"), does hereby promise to pay to the
order of STC BROADCASTING, INC., a Delaware corporation ("Parent"), at its
offices located at 0000 0xx Xxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx
00000, in lawful money of the United States, the original principal sum of
Thirty-Seven Million Five Hundred Thousand and No/100 Dollars ($37,500,000),
together with interest on the principal balance from time to time remaining
unpaid, at the rate herein provided. The obligations of payment of principal
and interest hereunder are hereinafter referred to as the "Indebtedness" and
this Promissory Note is hereinafter referred to as this "Note."
1. Payment of Interest.
(a) Subsidiary promises to pay interest on the unpaid principal
amount of this Note at an interest rate per annum equal to
eleven percent (11%).
(b) Interest shall be due and payable on the first day of March
and September of each calendar year during the term of this
Note, beginning on March 1, 1998.
(c) If any payment of Indebtedness on this Note shall become due
on a Saturday, Sunday or other day on which banks in New
York, New York are legally closed, such payment shall be
made on the next succeeding business day.
2. Payment of Principal. Principal on this Note, together with all accrued
but unpaid interest thereon, shall be due and payable on the demand of
Parent.
3. Prepayment. Subsidiary shall be entitled to prepay, in full or in part,
without penalty, all sums due under this Note.
4. Remedies. Upon default in the payment of the amounts due hereunder which
default has not been remedied within 10 days after written notice thereof
is given by Parent to Subsidiary, then Parent may, at its sole discretion,
declare the unpaid principal balance of this Note, together with all
accrued and unpaid interest thereon, to be immediately due and payable, and
the same shall become and be due and payable, without presentment, demand,
protest, notice of intent to accelerate or other notice of any kind, all of
which are hereby expressly waived, and Parent may exercise all other
remedies available, at law, in equity or hereunder.
5. Governing Law. This Note shall be construed in accordance with and
governed by the laws of the State of New York.
6. Acknowledgement. Parent and Subsidiary acknowledge that, from and after
the consummation of the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of May 9, 1997, by and among Parent,
Subsidiary, and WJAC, Incorporated, a Pennsylvania corporation ("WJAC"),
pursuant to which Subsidiary shall merge with and into WJAC, the
Indebtedness evidenced by this Note shall be the responsibility and
obligation of WJAC as if WJAC were the maker hereof.
EXECUTED as of the date set forth on the first page of this Note.
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WJAC ACQUISITION CORP.,
a Pennsylvania corporation
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
STC BROADCASTING, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: CFO
