EXHIBIT 10.2
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AMENDMENT NO. 1 TO ASSET EXCHANGE AGREEMENT
This Amendment No. 1 is dated as of January 28, 1997 and amends the
Asset Exchange Agreement (the "Agreement"), dated as of November 20, 1996, by
and among Combined Communications Corporation of Oklahoma, Inc. ("Combined"),
Multimedia Entertainment, Inc. ("Multimedia"), WZZM Argyle Television, Inc.
("WZZM Argyle"), Grand Rapids Argyle Television, Inc. ("Grand Rapids Argyle"),
WGRZ Argyle Television, Inc. (WGRZ Argyle") and Buffalo Argyle Television, Inc.
("Buffalo Argyle").
Immediately prior to the closing under the Agreement, Grand Rapids
Argyle, WGRZ Argyle, and Buffalo Argyle will be merged with and into WZZM
Argyle, which will change its name to "Ohio/Oklahoma Argyle Television, Inc."
In addition, the parties anticipate that they will be assigning their rights
under the Agreement, as amended, to a person that will be a qualified
intermediary (the "QI") as that term is used in the regulations under section
1031 of the Internal Revenue Code of 1986. In order to reflect these and other
changes, the parties hereby amend the Agreement as follows.
1. Parties. The Gannett Parties acknowledge and consent to the
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above-described merger of Grand Rapids Argyle, WGRZ Argyle and Buffalo Argyle
into WZZM Argyle, and all references to an "Argyle Party", "Argyle", or the
"Argyle Parties" in the Agreement after such merger shall be deemed references
to WZZM Argyle.
2. Assignment. The second sentence of Section 12.9 of the Agreement
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is hereby amended to read as follows:
This Agreement shall not be assigned by any party hereto, except (a)
any party may assign or transfer this Agreement to any of its
affiliates or subsidiaries, (b) any party may assign its rights under
this Agreement to a QI that has been appointed pursuant to the
procedures of Section 12.15, and (c) a QI that has been assigned
rights under this Agreement may assign those rights to the assignor of
those rights.
3. Appointment of QI. Section 12.15 is hereby added to the
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Agreement, to read as follows:
In order to facilitate the exchanges contemplated by this Agreement,
the parties agree to use a qualified intermediary, as that term is
used in Regulation section 1.1031(k)-1(g)(4). The QI shall be
nominated by Gannett within ten business days of the date of Amendment
No. 1 to this Agreement. At the time of such nomination, Gannett shall
disclose to Argyle an estimate of the fee that will be charged by the
QI. The person so nominated shall be appointed the QI upon the
approval of Argyle, which approval shall not be unreasonably withheld
and shall be deemed given if Argyle does not act on the nomination
within 2 business days of notice to Argyle of the nomination. Fees
charged by the QI shall be paid equally by Gannett and Argyle.
4. Escrow. Section 3.1(b) is hereby amended to read as follows:
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In exchange for the Gannett TV Stations Assets and the assumption of
certain obligations of Gannett pursuant to Section 2.3 above, Argyle
shall, subject to Article VIII and Section 12.15 below, at the
Closing, deliver to Gannett the Argyle TV Stations Assets, and deposit
Twenty Million Dollars ($20,000,000) in cash (the "Boot") in a
qualified escrow account or a qualified trust, as those terms are used
in Regulation (S)1.1031(k)-1(g)(3) (the "Escrow Account") to be held
by an escrow agent appointed by Gannett. Any income earned by the
amount held in the Escrow Account shall be for the account of Gannett,
and any costs of the escrow agent and the Escrow Account shall be paid
by Gannett.
5. Tax Allocations. The phrase "Prior to" appearing at the
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beginning of Section 3.2 is hereby changed to read "No later than 40 days
after". The phrase "which shall be attached to this Agreement on or prior to the
Closing Date" following "Schedule 3.2" in Section 3.2 is hereby changed to read
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"which shall be attached to this Agreement no later than 40 days after the
Closing Date."
6. Employees.
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(a) The parties acknowledge and agree that they have provided,
within the required time periods, the notices required to be provided in the
second sentence of section 12.3(a), the second sentence of Section 12.3(c) and
the first sentence of Section 12.3(f).
(b) Clause (i) of the last sentence of Section 12.3(a) of the
Agreement is hereby amended to read as follows:
...by reason of termination of employment pursuant to this
Agreement, except for discrimination claims based solely on the
event of termination (but not discrimination claims based on any
wrongful conduct by Argyle alleged to have occurred before the
event of termination).
(c) clause (i) of the last sentence of Section 12.3(c) of the
Agreement is hereby amended to read as follows:
...by reason of termination of employment pursuant to this
Agreement, except for discrimination claims based solely on the
event of termination (but not discrimination claims based on any
wrongful conduct by Gannett alleged to have occurred before the
event of termination).
7. Collective Bargaining Agreements. Notwithstanding any other
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provision in the Agreement, Argyle shall not assume any collective bargaining
agreements between Gannett and Radio and Television Broadcast Engineers, Local
No. 1224 of the International Brotherhood of Electrical Workers at television
broadcast station WLWT in Cincinnati,
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Ohio. Argyle shall assume any collective bargaining agreement between Gannett
and the American Federation of Television and Radio Artists and its Tri-State
Local at television broadcast station WLWT in Cincinnati, Ohio.
8. Miscellaneous. Except as otherwise expressly provided in this
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Amendment No. 1, all of the terms, covenants and conditions of the Agreement
remain in full force and effect.
[signature page follows]
In witness whereof, the parties have executed this Amendment No. 1 as
of the date first above written.
COMBINED COMMUNICATIONS
CORPORATION OF OKLAHOMA, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
MULTIMEDIA ENTERTAINMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
WZZM ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
GRAND RAPIDS ARGYLE TELEVISION,
INC.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
WGRZ ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
BUFFALO ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
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