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Exhibit 10.20
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (the "Agreement") is
entered into as of April 20th, 1998 by and among STC BROADCASTING, INC., a
Delaware corporation ("STC Broadcasting"), STC BROADCASTING OF VERMONT, INC., a
Delaware corporation and a wholly-owned subsidiary of STC Broadcasting
("STCBV"), STC LICENSE COMPANY, a Delaware corporation and wholly-owned
subsidiary of STC Broadcasting ("STC License Company"), and STC BROADCASTING OF
VERMONT SUBSIDIARY, INC., a Delaware corporation and wholly-owned subsidiary of
STCBV ("STCBV Sub") (STC Broadcasting, STCBV, STC License Company and STCBV Sub
are sometimes individually referred to herein as a "STC Party" and collectively
referred to herein as "STC" or the "STC Parties"), and HEARST-ARGYLE STATIONS,
INC., a Nevada corporation ("HAT").
WHEREAS, STC and HAT are parties to that certain Asset Exchange
Agreement dated as of February 18, 1998 (the "Exchange Agreement") pursuant to
which, inter alia, STCBV Sub is to assign, transfer and convey to HAT all of
STCBV Sub's right, title and interest in the assets of television broadcast
stations WPTZ-TV, Channel 0, Xxxxx Xxxx, Xxx Xxxx, WNNE-TV, Channel 31,
Hartford, Vermont and KSBW-TV, Channel 8, Salinas, California, and HAT is to
assign, transfer and convey to certain affiliates of STCBV Sub all of HAT's
right, title and interest in the assets of television broadcast stations
WNAC-TV, Channel 64, Providence, Rhode Island ("WNAC") and WDTN-TV, Channel 2,
Dayton, Ohio;
WHEREAS, STC and HAT desire to make certain modifications to the
Exchange Agreement; and
WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Exchange Agreement.
NOW, THEREFORE, the parties set forth above, intending to be legally
bound by this Exchange Agreement, agree as follows:
1. Section 2.2. of the Exchange Agreement shall be amended to read in
its entirety as follows:
"2.2. TRANSFER BY HAT
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Subject to the terms and conditions hereof and in
reliance upon the representations, warranties and agreements contained herein,
(a) HAT shall assign, transfer, convey and deliver to STC Broadcasting (and in
the case of all assets associated with WNAC other than the FCC Licenses, for
assignment, transfer, conveyance and delivery by STC Broadcasting immediately
thereafter on the Closing Date to Xxxxx Acquisition Company, a Delaware
corporation ultimately controlled by Xxxxxx X. Xxxxx ("SAC")) free and clear of
any Encumbrances other than Permitted Encumbrances, and STC Broadcasting shall
acquire and accept from HAT, all right, title and interest of HAT in, to and
under all real, personal and mixed assets, rights, benefits and privileges, both
tangible and intangible, owned, leased, used or useful by HAT in connection with
the business and operations of the HAT Stations other than the HAT License
Assets (collectively, the "HAT Non-License Assets"); and (b) HAT shall assign,
transfer, convey and deliver to STC License Company (and in the case of the FCC
Licenses for WNAC, for assignment, transfer, conveyance and delivery by STC
License Company immediately thereafter on the Closing Date to Xxxxx Acquisition
License Company, a wholly-owned subsidiary of SAC ("SALC")) free and clear of
any Encumbrances other than Permitted Encumbrances, and STC License Company
shall acquire and accept from HAT, all right, title and interest of HAT in, to
and under all HAT License Assets (the HAT License Assets and the HAT Non-License
Assets are collectively referred to herein as the "HAT Assets") (the STC Assets
and the HAT Assets are sometimes each individually referred to herein as
"Assets"). The HAT Assets shall exclude the HAT Excluded Assets described in
Section 2.4."
2. Except as expressly modified hereby, all other terms and conditions
of the Exchange Agreement shall remain in full force and effect in accordance
with their terms.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto has executed this First
Amendment to Asset Exchange Agreement, or has caused this First Amendment to
Asset Exchange Agreement to be duly executed and delivered in its name on its
behalf, all as of the day and year first above written.
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
STC LICENSE COMPANY
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
STC BROADCASTING OF VERMONT, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
STC BROADCASTING OF VERMONT SUBSIDIARY, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
HEARST-ARGYLE STATIONS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
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