TV ALABAMA, INC.
X.X. Xxx 00, Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
May 2, 1996
RKZ Television, Inc.
Xxxxxx Communications Corporation
c/x Xxxxxx Communications Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re:WJSU-TV, Anniston, Alabama (the "Station")
Gentlemen:
Reference is hereby made to that certain Option
Agreement, dated as of December 21, 1995, as amended by a letter
dated December 29, 1995 (the "Option Agreement"), by and among RKZ
Television, Inc., a Delaware corporation ("Grantor"), Xxxxxx
Communications Corporation, a Delaware corporation ("Guarantor" and
together with "Grantor," the "Sellers"), and Xxxxxxxxxx
Communications Company, a Delaware corporation ("ACC") which Option
Agreement was assigned to and assumed by an ACC-affiliated company,
TV Alabama, Inc. ("TVA") on February 1, 1996. Capitalized terms
used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Option Agreement.
The purpose of this Amendment is to induce Grantor to
amend its pending application to modify the facilities of WJSU
filed August 8, 1995 (FCC File No. XXXX-000000XX) (the "1995
Application") to specify a new transmitter site ("Little Peak
Site") and, if the transmitter site finally authorized by the FCC
is located at Flagpole Mountain ("Flagpole Mountain Site"), to fix
the Supplemental Amount for the Flagpole Mountain Site at an amount
higher than TVA would be required to pay Grantor under the formula
specified in Paragraph 2.3(c) below.
The Option Agreement is hereby amended as follows:
1. Section 2.1 is amended to read as follows:
Section 2.1. Relocation of the Transmitter Site.
(a) Grantor agrees to use its reasonable best
efforts to obtain authorization from the FCC
and the Federal Aviation Administration
("FAA") to relocate the Station's antenna
tower and related transmitter facilities
(collectively, the "Station Tower") to Little
Peak (33 37'28"; 86 23'53") and to file with
the FCC on May 3, 1996 an amendment to the
1995 Application to specify the Little Peak
Site.
(b) Between the date of the amendment to Little
Peak specified in paragraph (a) above and a
date to be mutually agreed upon between Grantor
and TVA, Grantor may, in its sole discretion,
file a further amendment to the 1995
Application to specify Flagpole Mountain
(33 24'41"; 86 12'23"), which has already
received FAA approval, as the transmitter site
for the Station Tower.
(c) In the event that the FCC does not approve a
transmitter site located at Little Peak or
Flagpole Mountain or Grantor and TVA in their
reasonable judgment believe that it would be
unlikely for the FCC to approve a transmitter
site at either location, Grantor may file an
application with the FCC to specify such other
transmitter site which is reasonably acceptable
to TVA and which places a predicted city grade
contour over at least part of the presently
incorporated city limits of Birmingham, Alabama
(the "Birmingham Limits").
(d) Grantor shall (i) pay all preliminary costs
necessary to acquire access and/or ownership of
either transmitter site, (ii) complete the
engineering and FAA studies necessary for
either transmitter site, (iii) obtain all
federal, state and local governmental approvals
necessary for the relocation, which approvals
shall no longer be subject to judicial or
administrative review (collectively, the
"Governmental Approvals"), and (iv) pay all
costs incurred in connection with obtaining the
Governmental Approvals.
2. Section 2.3. is amended to read as follows:
Section 2.3. Payment of Supplemental Amount. Upon
receipt of all Governmental Approvals
(the "Approval Date") for a new
transmitter site for the Station Tower a
supplemental payment shall be payable to
Grantor by TVA ("Supplemental Amount") in
accordance with the terms of this Section
2.3 as follows:
(a) If the Little Peak Site is approved,
Supplemental Amount shall be the sum of Seven
Million Dollars ($7,000,000). In the event
that Grantor remains the owner and operator of
the Station on the Approval Date, TVA agrees to
pay to Grantor Five Million Dollars
($5,000,000) of the Supplemental Amount on the
Approval Date and pay the balance of Two
Million Dollars ($2,000,000) of the
Supplemental Amount upon the Closing of the
Purchase Agreement. In the event that TVA has
become the owner and operator of the Station on
the Approval Date, TVA shall pay to Grantor the
Supplemental Amount in full on the Approval
Date.
(b) If the Flagpole Mountain Site is approved, the
Supplemental Amount shall be the sum of Six
Million Six Hundred Eighty Five Thousand
Dollars ($6,685,000). In the event that
Grantor remains the owner and operator of the
Station on the Approval Date, TVA agrees to pay
to Grantor Five Million Three Hundred
Forty-Eight Thousand Dollars ($5,348,000) of
the Supplemental amount on the Approval Date
and pay the balance of One Million Three
Hundred thirty-seven Thousand ($1,337,000) of
the Supplemental Amount upon the Closing of the
Purchase Agreement. In the event that TVA has
become the owner and operator of the Station on
the Approval Date, TVA shall pay to Grantor the
Supplemental Amount in full on the Approval
date.
(c) In the event that a transmitter site other than
the Little Peak Site or the Flagpole Mountain
Site is approved by the FCC and the area within
the Birmingham Limits encompassed by the
predicted city grade contour of the Station, as
approved and authorized by the FCC, from the
Station Tower at the Transmitter Site other
than the Flagpole Mountain Site (the
"Authorized Contour Area") is less than the
area within the Birmingham Limits encompassed
by the predicted city grade contour proposed in
the 1995 Application (the "1995 Proposed
Contour Area"), the Supplemental Amount
shall be adjusted to equal the amount which is
the product of (i) Seven Million Dollars
($7,000,000) multiplied by (ii) the fraction of
which the numerator is the Authorized Contour
Area and the denominator is the 1995 Proposed
Contour Area. In the event that the
Supplemental Amount is adjusted in accordance
with the preceding sentence, all partial
payments of the Supplemental Amount shall also
be adjusted pro rata.
Please acknowledge your understanding of and agreement
with the foregoing by signing this Letter Agreement in the spaces
provided below, retaining one original for your files and returning
the other original to ACC in the manner provided in the Purchase
Agreement.
Sincerely,
TV ALABAMA, INC.
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President
ACCEPTED AND AGREED TO THIS 3 DAY OF MAY, 1996:
RKZ TELEVISION, INC.
By:/s/ Xxxxx X. Xxxxxx
Name:
Title:President & CEO
XXXXXX COMMUNICATIONS
CORPORATION
By:/s/ Xxxxx X. Xxxxxx
Name:
Title:President
