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EXHIBIT 10.12
DEPOSIT ESCROW AGREEMENT
THIS DEPOSIT ESCROW AGREEMENT (this "Escrow Agreement") is
made and entered into as of this 4th day of November, 1996, by and among STV
Acquisition Company, a Delaware corporation (the "Three-Station Buyer"), Xxxxx
Acquisition Company, a Delaware corporation (the "WTOV Buyer," and together
with the Three-Station Buyer, "Buyers"), Hicks, Muse, Xxxx & Xxxxx Equity Fund
III, L.P., a Delaware limited partnership ("Fund III"), Xxxxx Television of
Michigan, L.P., a Delaware limited partnership, Xxxxx Television of Michigan
License, L.P., a Delaware limited partnership, Xxxxx Television of Rochester,
L.P., a Delaware limited partnership, Xxxxx Television of Rochester License,
L.P., a Delaware limited partnership, Xxxxx Television of Salinas-Monterey,
L.P., a Delaware limited partnership, and Xxxxx Television of Salinas-Monterey
License, L.P., a Delaware limited partnership (the foregoing entities shall be
referred to herein collectively as the "Three-Station Sellers"), Xxxxx
Television-WTOV, L.P., a Delaware limited partnership, Xxxxx Television-WTOV
License, L.P., a Delaware limited partnership (the foregoing entities shall be
referred to herein collectively as the "WTOV Sellers," and together with the
"Three Station Sellers," as "Sellers," and together with Buyers and Fund III,
the "Undersigned"), and Citibank, N.A., a national banking association with its
headquarters in New York City, New York ("Escrow Agent").
RECITALS
A. The Three-Station Buyer and the Three-Station Sellers have
entered into an Asset Purchase Agreement dated as of November 4, 1996 (the
"Three-Station Agreement") pursuant to which the Three-Station Sellers have
agreed to sell, assign, transfer, convey and deliver to the Three-Station
Buyer, and the Three-Station Buyer has agreed to purchase from the
Three-Station Sellers, the Assets with respect to television broadcast stations
WEYI, Saginaw, Michigan, WROC, Rochester, New York, and KSBW, Salinas,
California, all in accordance with and subject to the terms and conditions set
forth in the Three-Station Agreement and subject to the prior approval of the
Federal Communications Commission;
B. The WTOV Buyer and the WTOV Sellers have entered into an Asset
Purchase Agreement dated as of November 4, 1996 (the "WTOV Agreement," and
together with the Three-Station Agreement, the "Purchase Agreements") pursuant
to which the WTOV Sellers have agreed to sell, assign, transfer, convey and
deliver to the WTOV Buyer, and the WTOV Buyer has agreed to purchase from the
WTOV Sellers, the Assets with respect to television broadcast station WTOV,
Steubenville, Ohio, all in accordance with and subject to the terms and
conditions set forth in the
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WTOV Agreement and subject to the prior approval of the Federal Communications
Commission;
C. Pursuant to the Purchase Agreements, the Buyers are required
to deliver to the Escrow Agent an original, irrevocable letter of credit (the
"Letter of Credit") issued for the benefit of Sellers (and for the purposes of
Section 1.5 of this Escrow Agreement, Escrow Agent) in the amount of $7,850,000
in the form attached hereto as Appendix A;
D. As a condition to the execution of the Purchase Agreements,
the Undersigned have agreed to execute and deliver this Escrow Agreement; and
E. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to them in the Purchase Agreements.
AGREEMENTS
Accordingly, in consideration of the recitals and of the respective
agreements and covenants contained herein and in the Purchase Agreements, and
intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
Section 1.1 Letter of Credit Escrow.
(a) Contemporaneously with the execution of this Escrow
Agreement, Buyers have delivered the Letter of Credit to Escrow Agent, pursuant
to the provisions of the Purchase Agreements.
(b) The Letter of Credit, any proceeds from the Letter of
Credit payable by its terms to the Escrow Agent and any interest or income
accrued thereon (the "Funds") are referred to herein as the "Escrowed
Property". The Escrowed Property shall be held, administered and disposed of
by the Escrow Agent in accordance with the terms and conditions hereinafter set
forth.
Section 1.2 Acceptance of Appointment as Escrow Agent. Escrow Agent,
by signing this Escrow Agreement, accepts its appointment as escrow agent with
respect to the Escrowed Property and agrees to hold and deliver the Escrowed
Property in accordance with the terms of this Escrow Agreement.
Section 1.3 Delivery of Letter of Credit to Sellers. Not more than
three (3) business days after (a) the delivery to Escrow Agent of written
instructions signed by Sellers, Fund III and Buyers stating that the Letter of
Credit is to be delivered to Sellers, or (b) the delivery to Escrow Agent of a
copy of a Final Determination (as defined below) establishing Sellers' right to
the Letter of Credit, Escrow Agent shall
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deliver the Letter of Credit to Sellers as provided in such instructions or
Final Determination. A "Final Determination" shall mean a final non-appealable
judgment of a court of competent jurisdiction. The Escrow Agent, at its
option, shall be entitled to seek and, if received, rely conclusively upon a
written opinion of legal counsel to the effect that a Final Determination
delivered to the Escrow Agent pursuant to this Escrow Agreement satisfies the
requirements hereof.
Section 1.4 Delivery of Letter of Credit to Buyers. Except as
otherwise provided in the last sentence of this Section 1.4, not more than
three (3) business days after (a) the delivery to Escrow Agent of written
instructions signed by Buyers and Sellers stating that the Letter of Credit is
to be delivered to Buyers, or (b) the delivery to Escrow Agent of a copy of a
Final Determination establishing Buyers' right to the Letter of Credit, Escrow
Agent shall deliver the Letter of Credit to Buyers. At the Closing,
simultaneously upon receipt by Escrow Agent of written instructions signed by
Buyers and Sellers stating that the Letter of Credit is to be delivered to
Buyers, the Escrow Agent shall deliver the Letter of Credit to Buyers or its
representative.
Section 1.5 Replacement of Letter of Credit.
(a) Buyers may provide to Sellers for their approval at least
forty-five (45) calendar days before the expiration of the Letter of Credit a
form of (i) an extension of the original Letter of Credit issued by the issuer
of the then expiring Letter of Credit (with no modifications to the original
Letter of Credit other than extending the expiration date for at least an
additional ninety (90) days after the then expiration date of the Letter of
Credit), or (ii) a substitute Letter of Credit in a form identical to Appendix
A (with an expiration date of not less than ninety (90) days after the
expiration date set forth in the then expiring Letter of Credit) issued by the
issuer of the original Letter of Credit or by a United States bank having
assets and a net worth (as established by the most recent public financial
information of such bank, copies of which shall be provided by Buyers or Fund
III to Sellers) equal to or greater than the bank which issued the then
expiring Letter of Credit, together with a statement signed by an officer of
Buyers or Fund III, in each case, certifying that such substitute Letter of
Credit or extension will comply with the foregoing requirements. If Sellers
approve such form of substitute Letter of Credit or extension in writing (such
approval not to be unreasonably withheld, conditioned or delayed) and Buyers or
Fund III delivers to Escrow Agent an original of such substitute Letter of
Credit or extension (duly executed by the issuing bank) and Sellers' written
approval, at least thirty (30) calendar days before the expiration of the
Letter of Credit, such substitute Letter of Credit (or such then expiring
Letter of Credit as extended by the extension) shall thereafter be deemed the
"Letter of Credit" for all purposes hereunder; and if a substitute Letter of
Credit is being provided, the Escrow Agent shall simultaneously exchange the
prior Letter of Credit for the substituted Letter of Credit and give receipts,
if requested by Buyers, for the same.
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(b) In the event that (i) Buyers or Fund III deliver a form
of substitute Letter of Credit and Sellers do not approve the form thereof, or
(ii) Buyers or Fund III do not deliver an original substitute Letter of Credit
to Escrow Agent (or an extension of the expiring Letter of Credit) at least
thirty (30) calendar days before the expiration of the then expiring Letter of
Credit, Buyers may not replace the Letter of Credit, and upon written
instructions signed by Sellers, Escrow Agent shall immediately present the
Letter of Credit for payment (with a drawing certificate signed by one of the
Sellers) and hold the funds drawn pursuant thereto in accordance with the terms
of this Escrow Agreement notwithstanding any actual or alleged default
hereunder or under the Purchase Agreements by any party or any instruction to
the contrary by Buyers, Fund III or any other person, and notwithstanding any
other state of facts.
Section 1.6 Investment of Proceeds of Letter of Credit.
(a) If the Letter of Credit is drawn by the Escrow Agent
or Sellers because it will expire and Buyers or Fund III have not replaced it
pursuant to and in accordance with Section 1.5, upon receipt of the Funds of
such drawing pursuant to the terms of the Letter of Credit, Escrow Agent shall
hold the Funds in escrow in lieu of the Letter of Credit, and shall invest the
Funds in Permitted Investments (as defined in (b) below). Escrow Agent shall
hold and release the Funds in accordance with the terms of this Escrow
Agreement (all references herein to the Letter of Credit being deemed to be
references to the Funds for such purpose).
(b) "Permitted Investments" shall mean direct obligations
of the U.S. government having maturities of 90 days or less, money market funds
that invest solely in direct obligations of the U.S. government, and such other
investments as may be specified from time to time by joint written instructions
from Buyers and Sellers to the Escrow Agent; provided, such other investments
are consistent with the Escrow Agent's investment criteria. Escrow Agent will
act upon investment instructions the day that such instructions are received,
provided the requests are communicated within a sufficient amount of time to
allow Escrow Agent to make the specified investment. Instructions received
after an applicable investment cutoff deadline will be treated as being
received by Escrow Agent on the next business day, and Escrow Agent shall not
be liable for any loss arising directly or indirectly, in whole or in part,
from the inability to invest funds on the day the instructions are received.
The Escrow Agent shall not be liable for any loss incurred by the actions of
third parties or by any loss arising by error, failure or delay in making of an
investment or reinvestment, and the Escrow Agent shall not be liable for any
loss of principal or income in connection
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therewith, unless such error, failure or delay results from the Escrow Agent's
gross negligence or willful misconduct. As and when the Funds are to be
released under this Escrow Agreement, Escrow Agent shall cause the Permitted
Investments to be converted into cash and shall not be liable for any loss of
principal or income in connection therewith. None of Sellers, Buyers or Escrow
Agent shall be liable for any loss of principal or income due to the choice of
Permitted Investments in which the Funds are invested or the choice of
Permitted Investments converted into cash pursuant to this paragraph (b).
(c) All interest or other income on the Funds shall be
the property of Fund III and shall be distributed by Escrow Agent to Fund III
by check on a monthly basis less the amount payable by Escrow Agent to Sellers
under Section 1.6(d), if any. The parties acknowledge that payment of any
interest earned on the funds invested in this escrow will be subject to backup
withholding penalties unless a properly completed Internal Revenue Service form
W8 or W9 certification is submitted to Escrow Agent.
(d) For tax purposes, the Funds shall be property of Fund
III and all interest and other income earned on the Funds shall be the income
of the Fund III. Fund III and Sellers shall file Tax Returns and the Escrow
Agent shall file a Form 1099 consistent with such treatment. In the event that
the Internal Revenue Service or any other governmental authority successfully
claims that the interest and other income earned on the Funds is taxable to
Sellers for any taxable period, Fund III shall promptly pay to Sellers cash
equal to the product of the Effective Tax Rate times all amounts paid by Escrow
Agent to Fund III pursuant to Section 1.6(c) for such taxable period, plus
interest on such amount at the rate specified by section 6621(a)(2) of the Code
and corresponding provisions of applicable state and local laws, and the Escrow
Agent shall thereafter make monthly distributions to Sellers of cash equal to
the product of the Effective Tax Rate times the income distributable pursuant
to Section 1.6(c) for such period. The term "Effective Tax Rate" shall mean
the highest marginal effective combined federal, state and local income tax
rate applicable with respect to Sellers or the partners of Sellers, as the case
may be, as reasonably computed and provided to the Escrow Agent by Sellers.
ARTICLE II
ESCROW AGENT
Section 2.1 Language Concerning the Escrow Agent. To induce the
Escrow Agent to act hereunder, it is further agreed by the Undersigned that:
(a) The Escrow Agent shall not be under any duty to give
the Escrowed Property any greater degree of care than it gives its own similar
property and shall not be required to invest any funds held hereunder except as
directed in this Escrow Agreement. Uninvested funds held hereunder shall not
earn or accrue interest.
(b) This Escrow Agreement expressly sets forth all the
duties of the Escrow Agent with respect to any and all matters pertinent
hereto. No implied
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duties or obligations shall be read into this Escrow Agreement against the
Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the Undersigned except this Escrow Agreement.
(c) The Escrow Agent shall not be liable, except for its
own gross negligence or willful misconduct and, except with respect to claims
based upon such gross negligence or willful misconduct that are successfully
asserted against the Escrow Agent, the Undersigned shall jointly and severally
indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent)
from and against any and all losses, liabilities, claims, actions, damages and
expenses, including reasonable attorneys' fees and disbursements, arising out
of and in connection with this Escrow Agreement. Without limiting the
foregoing, the Escrow Agent shall in no event be liable in connection with its
investment or reinvestment of any cash held by it hereunder in good faith, in
accordance with the terms hereof, including without limitation, any liability
for any delays (not resulting from its gross negligence or willful misconduct)
in the investment or reinvestment of the Funds or any loss of interest incident
to any such delays.
(d) The Escrow Agent shall be entitled to rely upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity or
the service thereof. The Escrow Agent may act in reliance upon any instrument
or signature believed by it to be genuine and may assume that any person
purporting to give receipt or advice or make any statement or execute any
document in connection with the provisions hereof has been duly authorized to
do so. Without limiting the generality of the foregoing, Escrow Agent may rely
on any extension or Letter of Credit delivered to it as constituting the Letter
of Credit hereunder for all purposes unless notified in writing by Sellers to
the contrary prior to its substitution.
(e) The Escrow Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Escrow Agreement and shall
not be liable for any action taken or omitted in accordance with such advice.
(f) The Escrow Agent does not have any interest in the
Escrowed Property deposited hereunder but is serving as escrow holder only and
having only possession thereof. Fund III shall pay or reimburse the Escrow
Agent upon request for any transfer taxes or other taxes relating to the
Escrowed Property incurred in connection herewith and shall indemnify and hold
harmless the Escrow Agent from any amounts that it is obligated to pay in the
way of such taxes. Any payments of income from this Escrow Account shall be
subject to withholding regulations then in force with respect to United States
taxes. The parties hereto will promptly provide the Escrow Agent with
appropriate W-9 forms for Tax I.D. number certifications, or W-8 forms for
non-resident alien certifications. It is understood that the Escrow Agent
shall be responsible for income reporting only with respect to
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income earned on investment of the Funds and is not responsible for any other
reporting. This paragraph and Section 2.1(c) shall survive notwithstanding any
termination of this Escrow Agreement or the resignation of the Escrow Agent.
(g) The Escrow Agent makes no representations as to the
validity, value, genuineness or the collectability of any security or other
document or instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise
any party as to the wisdom in selling or retaining or taking or refraining from
any action with respect to any securities or other property deposited
hereunder.
(i) The Escrow Agent (and any successor Escrow Agent) may
at any time resign as such by delivering the Escrowed Property to any successor
Escrow Agent jointly designated by each of the Undersigned in writing or to any
court of competent jurisdiction, whereupon the Escrow Agent shall be discharged
of and from any and all further obligations arising in connection with this
Escrow Agreement. The resignation of the Escrow Agent will take effect on the
earlier of (i) the appointment of a successor (including a court of competent
jurisdiction) or (ii) the day which is thirty (30) days after the date of
delivery of its written notice of resignation to each of the Undersigned. If
at that time the Escrow Agent has not received a designation of a successor
Escrow Agent, the Escrow Agent's sole responsibility after that time shall be
to safekeep the Escrowed Property until receipt of a designation of successor
Escrow Agent or a joint written disposition instruction by each of the
Undersigned or a final order of a court of competent jurisdiction.
(j) The Escrow Agent shall have no responsibility for the
contents of any writing of the arbitrators or any third party contemplated
herein as a means to resolve disputes and may rely without any liability upon
the contents thereof.
(k) In the event of any disagreement between the
Undersigned resulting in adverse claims or demands being made in connection
with the Escrowed Property, or in the event that the Escrow Agent in good faith
is in doubt as to what action it should take hereunder, the Escrow Agent shall
retain the Escrowed Property until the Escrow Agent shall have received (i) a
Final Determination directing delivery of the Escrowed Property or (ii) a
written agreement executed by Sellers, Buyers and Fund III directing delivery
of the Escrowed Property, in which event the Escrow Agent shall disburse the
Escrowed Property in accordance with such order or agreement. The Escrow
Agent, at its option, shall be entitled to seek and, if obtained, rely
conclusively upon an opinion of independent counsel to the effect that any
court order delivered to Escrow Agent is a Final Determination. The Escrow
Agent shall act on such court order and legal opinion without further question.
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(l) The compensation of the Escrow Agent (as payment in
full) for the services to be rendered by the Escrow Agent hereunder shall be
paid by Fund III in the amount of $_____, plus an additional $_____ for legal
fees, at the time of execution of this Escrow Agreement and $_____ annually
thereafter, together with reimbursement for all reasonable expenses,
disbursements and advances incurred or made by the Escrow Agent in performance
of its duties hereunder (including reasonable fees, expenses and disbursements
of its counsel). All fees and expenses of the Escrow Agent hereunder, other
than initial fee paid upon the execution hereof, shall be paid first out of
interest, dividends, and other income earned on the Funds, if any, and then, to
the extent of any shortfall, by Fund III. Any fees or expenses of the Escrow
Agent or its counsel which are not paid as provided for herein may be taken
from any property held by the Escrow Agent hereunder. It is understood that
the Escrow Agent's fees may be adjusted from time to time to conform to its
then current guidelines.
(m) The Undersigned hereby irrevocably submit to the
jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in New York City in any action or proceeding arising out of or
relating to this Escrow Agreement, and the parties hereby irrevocably agree
that all claims in respect of such action or proceeding, shall be heard and
determined in such a New York State or federal court. The Undersigned hereby
consent to and grant to any such court jurisdiction over the persons of such
parties and over the subject matter of any such dispute and agree that delivery
or mailing of any process or other papers in the manner provided hereinabove,
or in such other manners as may be permitted by law, shall be valid and
sufficient service thereof.
(n) No printed or other matter in any language (including
without limitation, prospectuses, notices, reports and promotional material)
which mentions the Escrow Agent shall be issued by the other parties hereto or
on such parties' behalf unless the Escrow Agent shall first have given its
specific written consent thereto, or is otherwise required by statute, law or
court order.
(o) The other parties hereto authorize the Escrow Agent,
for any securities held hereunder, to use the services of any United States
central securities depository it deems appropriate, including, but not limited
to, the Depository Trust Company and the Federal Reserve Book Entry System.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Notices. All notices, requests, consents or other
communications required or permitted under this Escrow Agreement shall be in
writing and shall be deemed to have been duly given or delivered by any party
(a) when received by such party if delivered by hand, (b) upon confirmation
when delivered by telecopy (any communication delivered by telecopy shall be
followed promptly with an original thereof), (c) within one day after being
sent by recognized overnight delivery service, or (d) within three business
days after being mailed by first-class mail, postage prepaid, and in each case
addressed as follows:
(i) if to Fund III:
Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
Telecopy No.: (000) 000-0000
(ii) if to Buyers:
STV Acquisition Company
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
Telecopy No.: (000) 000-0000
and to:
Xxxxx Acquisition Company
0000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxx, Esq.
Telecopy No.: (000) 000-0000
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(ii) if to Sellers, to:
Jupiter/Xxxxx TV Holdings, L.P.
00 Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telecopy No.: (000) 000-0000
with copies (which shall not constitute notice) to:
Xxxxx Broadcasting Partners, L.P.
0000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000
and to:
Xxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Xx., Esq.
Telecopy No.: (000) 000-0000
(iii) if to Escrow Agent, to
Citibank, N.A.
Corporate Trust/Escrow Administration
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
Telex Numbers:
Foreign - 420392 FNC UI
Domestic - 127001 Citibank NYKB
Reference in Telex "Citiswitch - NYCTA"
Federal Reserve Fund Transfers:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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For credit to A/C 36855852
Escrow Administration Concentration Account
for further credit to _________________________
Attention: Xxxx Xxxxxx
ABA Number: 0000-0000-0
Any party by written notice to the other parties pursuant to this Section 3.1
may change the address or the persons to whom notices or copies thereof are to
be sent to it by giving written notice of a change of address in the manner
provided in this Escrow Agreement for giving notice.
Section 3.2 Assignment. This Escrow Agreement and the rights and
duties hereunder shall be binding upon and inure to the benefit of the parties
hereto and the successors and assigns of each of the parties to this Escrow
Agreement. No rights, obligations or liabilities hereunder shall be assignable
by any party without the prior written consent of the other parties, except
that Buyers may assign its rights under this Escrow Agreement without obtaining
the prior written consent of the other parties hereto to any person or entity
to whom, pursuant to the Purchase Agreements, Buyers are permitted to assign
all or any portion of its rights under the Purchase Agreements, provided that
any such assignee duly executes and delivers an agreement to assume Buyers'
obligations under this Escrow Agreement.
Section 3.3 Amendment. This Escrow Agreement may be amended or
modified only by an instrument in writing duly executed by the parties to this
Escrow Agreement.
Section 3.4 Waivers. Any waiver by any party hereto of any breach of
or failure to comply with any provision of this Escrow Agreement by any other
party hereto shall be in writing and shall not be construed as, or constitute,
a continuing waiver of such provision, or a waiver of any other breach of, or
failure to comply with, any other provision of this Escrow Agreement.
Section 3.5 Construction. This Escrow Agreement shall be construed
and enforced in accordance with and governed by the internal substantive laws
of the State of New York without regard to conflicts of laws principles. The
headings in this Escrow Agreement are solely for convenience of reference shall
unto be given any effect in the construction or interpretation of this Escrow
Agreement. Unless otherwise stated, references to Sections and Exhibits are
references to Sections and Exhibits of this Escrow Agreement.
Section 3.6 Third Parties. Nothing expressed or implied in this
Escrow Agreement is intended, or shall be construed, to confer upon or give any
person or entity other than Buyers, Sellers and Escrow Agent any rights or
remedies under, or by reason or, this Escrow Agreement.
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Section 3.7 Termination. This Escrow Agreement shall terminate at
the time of the delivery by Escrow Agent of the Letter of Credit or the Funds,
if any, to Sellers or Buyers, as the case may be, in accordance with the
provisions of this Escrow Agreement.
Section 3.8 Counterparts. This Escrow Agreement may be executed in
one or more counterparts, each of which shall be deemed any original and all of
which together shall constitute a single instrument.
Section 3.9 Waiver of Offset Rights. Escrow Agent hereby waives any
and all rights to offset that it may have against the Letter of Credit
including, without limitation, claims arising as a result of any claims,
amounts, liabilities, costs, expenses, damages, or other losses (collectively,
"Claims") that Escrow Agent may be otherwise entitled to collect from any party
to this Escrow Agreement, other than Claims arising under this Escrow
Agreement.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
BUYERS:
STV ACQUISITION COMPANY
By:/s/ XXXXXX X. XXXXX
---------------------------
Name: Xxxxxx X. Xxxxx
---------------------------
Title: Vice President
---------------------------
XXXXX ACQUISITION COMPANY
By:/s/ XXXXXX X. XXXXX
---------------------------
Name: Xxxxxx X. Xxxxx
-------------------------
Title: Vice President
------------------------
SELLERS:
XXXXX TELEVISION OF MICHIGAN, L.P.
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By:/s/ XXXXX X. XXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
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XXXXX TELEVISION OF ROCHESTER, L.P.
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX X. XXXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
XXXXX TELEVISION-WTOV, L.P.
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX X. XXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
XXXXX TELEVISION OF SALINAS-MONTEREY, L.P.
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By:/s/ XXXXX X. XXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
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XXXXX XXXXXXXXXX XX XXXXXXXX LICENSE, L.P.
By: Xxxxx Television of Michigan,
L.P., its general partner
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX A/ XXXX
------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
XXXXX TELEVISION OF ROCHESTER LICENSE, L.P
By: Xxxxx Television of Rochester,
L.P., its general partner
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX X. XXXX
------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
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XXXXX TELEVISION-WTOV LICENSE, L.P.
By: Xxxxx Television-WTOV, L.P.,
its general partner
By: Xxxxx Broadcasting Partners,
L.P., its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX X. XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
XXXXX TELEVISION OF SALINAS-
MONTEREY LICENSE, L.P.
By: Xxxxx Television of Salinas-Monterey,
L.P., its general partner
By: Xxxxx Broadcasting Partners, L.P.,
its general partner
By: Xxxxx Broadcasting Group, Inc.,
its general partner
By: /s/ XXXXX X XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice Xxxxxxxxx
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XXXX XXX:
HICKS, MUSE, XXXX & XXXXX
EQUITY FUND III, L.P.
By: HM3/GP PARTNERS III, L.P.,
its general partner
By: XXXXX MUSE GP PARTNERS III, L.P.,
its general partner
By: XXXXX, MUSE FUND III, INCORPORATED,
its general partner
By: /s/ XXXXXX X. XXXXX
---------------------------------
Title: Vice President
ESCROW AGENT:
CITIBANK, N.A.
By: /s/ XXXXXX X. XXXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
-------------------------------
Title: Senior Trust Officer
------------------------------
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