Exhibit 2a
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FIRST MEDIA TELEVISION, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
June 2, 1997
▇▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Ladies and Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement (the
"Agreement"), dated as of January 23, 1997, by and between First Media
Television, L.P., a Delaware limited partnership ("Seller"), and ▇▇▇▇▇▇▇▇
Corporation, an Iowa corporation ("Buyer"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings assigned to such terms
under the Agreement.
The purpose of this letter is to amend and waive certain provisions of the
Agreement and to set forth certain understandings with respect thereto.
In consideration of the mutual covenants and agreements contained herein
in connection with facilitating an exchange of the assets of the Florida
Station after the acquisition of the Florida Station by Buyer (such transaction
by Buyer, however effected, referred to as the "Disposition Transaction")
between Buyer and Post-Newsweek Stations, Connecticut, Inc. ("Post-Newsweek"),
Buyer and Seller, intending to be legally bound, hereby agree as follows:
1. Definitions. (a) Section 1.1 of the Agreement is hereby amended by
inserting the following terms in their proper alphabetical order:
"Disposition Transaction" shall have the meaning assigned to such term in
the First Amendment.
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"Exchange Agreement" shall have the meaning assigned to such term in the
First Amendment.
"First Amendment" means the letter amendment dated June 2, 1997 between
Seller and Buyer.
"Florida Consents" shall have the meaning assigned to such term in the
First Amendment.
"Florida Station FCC Consent" means actions by the FCC granting its
consent to the assignment of the FCC Licenses with respect to the Florida
Station by WCPX License Partnership to Buyer as contemplated by this
Agreement.
"Fox Stations FCC Consent" means actions by the FCC granting its consent
to the assignment of the FCC Licenses with respect to both (i) the
Northwest Station, by KPDX License Partnership to Buyer as contemplated by
this Agreement and (ii) the Carolina Station, by WHNS License Partnership
to Buyer as contemplated by this Agreement.
"Indemnification Deposit" means on the Closing Date (subject to
modification pursuant to Section 6.13) Twenty Million Dollars
($20,000,000) of the Purchase Price, to be deposited at Closing by Buyer,
and on the date that is nine months after the Closing Date of the First
Closing means Ten Million Dollars ($10,000,000) plus the sum of (i) the
amount of any claims previously paid from the Indemnification Amount and
(ii) an amount sufficient to satisfy any claims pending on such date made
by Buyer with respect to indemnification under Section 10 hereof pursuant
to the Indemnification Fund Agreement.
"Post-Newsweek" shall have the meaning assigned to such term in the First
Amendment.
"Post-Newsweek Stations" shall have the meaning assigned to such term in
the First Amendment.
(b) Section 1.1 of the Agreement is hereby amended by deleting the
definition of "FCC Consent" and inserting the following definition of "FCC
Consent" in its place.
"FCC Consent" means both the Fox Stations FCC Consent and the Florida
Station FCC Consent.
2. FCC Consent. Subsection (c) of Section 6.1 is hereby deleted in its
entirety and the following subsection (c) of Section 6.1 in its entirety is
substituted in its place:
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(c) Buyer will at Closing be legally, financially and otherwise
qualified to be the licensee of, acquire, own and operate each of the
Stations under the Communications Act, and the rules, regulations and
policies of the FCC. Buyer hereby agrees that it will use diligent
efforts to consummate the Disposition Transaction in accordance with
Section 6.1(c) of the Agreement and Section 8 of the First Amendment on
the Closing Date for the Second Closing or divest the assets of WOFL and
WOGX to a qualified third party. Buyer has prior to the date of the First
Amendment, selected a trustee for the WOFL/WOGX Trust, negotiated a
WOFL/WOGX Trust Agreement substantially in the form attached hereto as
Exhibit 6.1, without any modifications inconsistent with applicable
governmental requirements, and filed an application for FCC consent to
assign the licenses of WOFL and WOGX to the proposed trustee of the
WOFL/WOGX Trust. Buyer shall within five (5) business days after the date
hereof, file an application for FCC consent to assign the licenses of the
Florida Station to Post-Newsweek, provided that Buyer shall continue to
prosecute the application for FCC consent with respect to the WOFL/WOGX
Trust. To the extent Buyer seeks to divest of the assets of WOFL and WOGX
to a third party, upon executing a definitive agreement prior to the
Closing Date to sell the assets of WOFL and WOGX to a third party, Buyer
shall promptly file an application for FCC consent to assign the licenses
of WOFL and WOGX to such third party, provided that Buyer shall continue
to prosecute the application for FCC consent with respect to the WOFL/WOGX
Trust. In the event FCC rules or procedures allow Buyer to prosecute only
one of the applications relating to WOFL and WOGX, Buyer shall prosecute
the trust application. In the event Buyer has not divested the assets of
the Florida Station to Post-Newsweek or divested the assets of WOFL and
WOGX to a third party on or before the Closing Date for the Second
Closing, Buyer will transfer the assets of WOFL and WOGX on or before the
Closing Date for the Second Closing to the WOFL/WOGX Trust, and thereafter
Buyer will take all steps necessary or appropriate to ensure that the sale
of the assets of the Florida Station to Post-Newsweek is consummated or
that the trustee of the WOFL/WOGX Trust files an application for consent
to assign the licenses of WOFL and WOGX to a third party in either case
within six (6) months of the Closing Date for the Second Closing. Buyer
further agrees that (i) it will not seek a waiver of 47 C.F.R. Section
73.3555 with respect to the proposed contour overlap between WOFL or WOGX
and the Florida Station, and (ii) if, based upon discussions with the FCC
staff, Seller reasonably concludes that a commitment by Buyer to take the
actions set forth below will be required by the FCC as a condition to a
grant of the Florida Station FCC Consent, Buyer hereby agrees to notify
the FCC that Buyer will (a) at the Second Closing transfer the assets of
WOFL and WOGX to the WOFL/WOGX Trust (provided that such transfer will be
subject to the grant by the FCC of consent with respect to the WOFL/WOGX
Trust) or (b) consummate the Disposition Transaction immediately following
the Second Closing.
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3. Bank Account for Deposits. Section 6.7(c) is hereby amended by
deleting the reference to "Union Bank of California, N.A." and by replacing it
with "First National Bank of Chicago/NBD."
4. Employee Matters. Section 6.9(i) is hereby amended by deleting the
language "60 days prior to the Closing Date" and by replacing it with "June 30,
1997."
5. Partial Closings. Section 6.13 is hereby deleted in its entirety and
the following Section 6.13 in its entirety is substituted in its place:
Section 6.13 Partial Closings. Notwithstanding any provision of this
Agreement to the contrary, Buyer and Seller hereby agree as follows:
(a) Subject to satisfaction (or waiver by the party for whose
benefit the condition is imposed) of applicable conditions precedent to
the First Closing, as provided in this Section 6.13, Buyer and Seller
shall, on the later of (a) July 1, 1997 and (b) the date specified by
Buyer to Seller, on not less than five (5) business days written notice
which shall not be more than ten (10) business days following the date of
release by the FCC of a public notice of its action granting the FCC
Consent, consummate the First Closing on the terms and conditions set
forth herein. Without changing the applicable conditions precedent to the
First Closing as provided in this Section 6.13, the provisions of Section
8.1(a)(2) and (3) shall be applicable with respect to the First Closing to
the extent relevant on the date otherwise scheduled for the First Closing.
(b) (i) Subject to clauses (b)(ii), (iii) and (iv) below and subject
to satisfaction (or waiver by the party for whose benefit the condition is
imposed) of applicable conditions precedent to the Second Closing as
provided in this Section 6.13, Buyer and Seller shall, on the date
specified by Buyer to Seller on not less than five (5) business days
written notice by Buyer to Seller, consummate the Second Closing on the
terms and conditions set forth herein. Without changing the applicable
conditions precedent to the Second Closing as provided in this Section
6.13, the provisions of Section 8.1(a)(2) shall be applicable with respect
to the Second Closing to the extent relevant on the date otherwise
scheduled for the Second Closing.
(ii) Notwithstanding the foregoing clause (i), within two business
days following the date of release by the FCC of a public notice of its
action granting the FCC Consent, Buyer may, upon written notice to Seller
within such two business day period, elect to postpone the Second Closing
of the sale of the assets of the Florida Station until the earlier of (a)
January 2, 1998 and (b) the date scheduled for consummation of the
Disposition Transaction pursuant to Section 4.1 of the Asset Exchange
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Agreement dated the date hereof between Buyer and Post-Newsweek (the
"Exchange Agreement"), on the terms and subject to the conditions set
forth in this Section 6.13 (hereinafter and subject to the following
sentence, the "Postponement"). Buyer and Seller hereby acknowledge that
by executing the First Amendment, Buyer hereby elects the Postponement and
hereby certifies pursuant to subsection (iv) below that the consummation
of the Disposition is reasonably likely based on the execution of the
Exchange Agreement. Buyer and Seller will cooperate during the
Postponement to seek all required extensions of the Florida Station FCC
Consent and the FCC Consent relating to the WOFL/WOGX Trust (collectively,
the "Florida Consents") for the duration of such Postponement; provided,
however, that in the event the FCC either declines to extend the Florida
Station FCC Consent or declines to extend either of the Florida Consents,
notwithstanding anything to the contrary in this Agreement, Buyer and
Seller will consummate the Second Closing no later than the last effective
business day for both of the Florida Consents, as those consents may have
been extended previously.
(iii) If within the two business day period referred to in Section
6.13(b)(ii) above, Buyer does not elect Postponement, as contemplated
herein, Buyer shall have no further right to elect Postponement.
(iv) In the event of Postponement, for such Postponement to be
effective, consummation of either the sale of WOFL and WOGX or
consummation of the Disposition Transaction by the date specified in
Section 6.13(b)(ii) above must be reasonably likely, as certified by
Buyer to Seller in writing at the time of election of Postponement, such
certification to contain reasonable detail specifying the basis for such
certification and which certification shall be reasonably satisfactory to
Seller.
(c) For purposes of this Agreement, the following terms shall apply:
(i) "Closing" or "Closings" shall mean, as appropriate in the
circumstances, the first consummation of the purchase of the assets of the
Northwest Station and the Carolina Station, the subsequent consummation of
the purchase of the assets of the Florida Station and all consummations of
the acquisition of Stations pursuant to this Agreement, collectively.
(ii) "First Closing" shall mean the consummation of the purchase of
the assets of the Northwest Station and the Carolina Station.
(iii) "Second Closing" shall mean the consummation of the purchase
of the assets of the Florida Station.
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(iv) "Closing Date" or "Closing Dates" shall mean, as appropriate in
the circumstances, the date on which the First Closing takes place, the
date on which the Second Closing takes place, and all dates on which
Closings take place, collectively.
(v) "First Closing Date" shall mean the date on which the First
Closing takes place.
(vi) "Second Closing Date" shall mean the date on which the Second
Closing takes place.
(d) The following provisions shall be applicable to the separate
Closings of the Stations hereunder:
(i) At each Closing, the certificates and other documents
contemplated by this Agreement shall be delivered in the form and
substance provided for in this Agreement, with the conveyancing documents
to be delivered under Sections 8.2(a) and 8.3(d) modified as necessary or
appropriate to reflect the provisions of this Section 6.13 and to relate
only to the Stations being sold at such Closing; provided it is understood
and agreed that the deliveries to be made by Seller under Section 8.2(f)
and (h), and the deliveries to be made by Buyer under Section 8.3(e) and
(g), shall be made only at the First Closing.
(ii) At the First Closing, each of the conditions precedent set
forth in Section 7 shall apply as if all Stations were being sold at such
Closing, but modified as necessary or appropriate to reflect the
provisions of this Section 6.13; it being understood, without limiting the
generality of the foregoing, that Section 7.1(d) and Section 7.2(d) shall
apply at the First Closing only to the Fox Station FCC Consent;
At the Second Closing, with respect to Seller, the conditions
precedent set forth in Section 7.2 shall only apply with respect to the
Florida Station, and with respect to Buyer, only the condition precedent
set forth in Section 7.1(f) and 7.1(g) (subject to the modification of
deliveries set forth in this Section) shall apply and all other conditions
precedent to Buyer's obligations shall not apply and shall be deemed to
have been satisfied at the First Closing; provided, however, it is
understood and agreed that during the period between the First Closing and
the Second Closing, Seller shall continue to operate the Florida Station
in the ordinary course of business consistent with past practices and
subject to the limitations set forth in Sections 5 and 6 (to the extent
relevant, and subject to subsection (viii) below) and Seller shall not
take any intentional action or intentionally omit to take any action that
would make the representations and warranties of Seller set forth herein
untrue; provided that Buyer shall be obligated to consummate the sale of
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the Florida Station unless the breach by Seller of the foregoing would
result in a Material Adverse Change;
At the Second Closing, with respect to Seller, the conditions
precedent set forth in Section 7 to Seller's obligations shall apply,
modified as necessary or appropriate to reflect the provisions of this
Section 6.13.
(iii) At the First Closing, the purchase price for the assets of the
Northwest Station and the Carolina Station shall be Two Hundred Sixteen
Million Dollars ($216,000,000), which sum shall be (1) subject to upward
or downward adjustment, as the case may be, on and after the First Closing
Date, pursuant to Section 2.5(a) and as provided for in this Section, and
(2) reduced by one half of the Indemnification Deposit ($10,000,000),
which Buyer shall deliver to the Indemnification Escrow Agent. All
payments of the purchase price relating to the Northwest Station and the
Carolina Station and the applicable portion of the Indemnification Deposit
shall be made in accordance with the applicable provisions of this
Agreement relating to the Purchase Price and the Indemnification Deposit.
(iv) At the Second Closing, the Purchase Price for the assets of the
Florida Station shall be Two Hundred Nineteen Million Dollars
($219,000,000), which sum shall be (1) reduced by the amount of the Escrow
Amount on the Second Closing Date, that is delivered by Escrow Agent to
Seller on the Second Closing as a credit against the Purchase Price; (2)
subject to upward or downward adjustment, as the case may be, on and after
the Second Closing, pursuant to Section 2.5(a) and as provided for in this
Section and (3) reduced by one half of the Indemnification Deposit, which
Buyer shall deliver to the Indemnification Escrow Agent. Payments of the
purchase price relating to the Florida Station and the applicable portion
of the Indemnification Deposit shall be made in accordance with the
applicable provisions of this Agreement.
(v) At each Closing, adjustments to the Purchase Price shall be made
only with respect to the Station(s) transferred at such Closing in
accordance with the provisions of Section 2.5. Adjustments after Closing
shall be made in accordance with Section 2.5, with applicable dates for
providing or delivering certificates and statements being measured from
the applicable Closing Date.
(vi) For purposes of the eighteen month survival period set forth in
Section 10.1 and the eighteen month period for which the Indemnification
Deposit is to be held pursuant to Section 10.2 and the Indemnification
Fund Agreement, such period shall be measured from the First Closing. In
the event of a Postponement, the parties shall negotiate appropriate
changes to the Indemnification Fund Agreement to reflect the provisions of
this Section 6.13(d)(vi).
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(vii) For purposes of the appraisal referred to in Section 2.4, such
appraisal shall be obtained only after the Second Closing (and the 90 day
period referred to therein shall run from that date) or if the Second
Closing does not take place, after termination of this Agreement with
respect to the Florida Station.
(viii) For purposes of Section 6.7 and 6.9, such Sections shall
apply, to the extent applicable, at each Closing with respect to the
Stations being transferred at each Closing. Notwithstanding the
foregoing, until the Second Closing Buyer: (1) shall not be permitted to
continue Seller's group health plan as contemplated by Section 6.9(c);
(2) shall not assume responsibility for payment of claims under such plan
under Section 6.9(h); and (3) shall not be permitted to assume any other
Employee Plan under Section 6.9(i). Following the First Closing, Buyer
may request to provide welfare benefit coverage to the Assumed Employees
by becoming a participating employer in any Employee Plan sponsored by
Seller, such that the Plan becomes a multiple employer welfare arrangement
under ERISA, provided (i) the Employee Plan is insured (including a
minimum premium or split-risk arrangement) and (ii) Buyer reimburses
Seller for the costs associated with providing such coverage to the
Assumed Employees and indemnifies and holds Buyer harmless from and
against all liabilities associated with the coverage provided to the
Assumed Employees under such Employee Plan following the First Closing;
and Seller shall use commercially reasonable efforts to amend the
underlying insurance policies to permit Buyer to become a participating
employer under such Employee Plan.
(ix) In the event of Postponement, for purposes of the Second
Closing, the January 23, 1998 date referenced in Section 9.1 shall be
extended to March 30, 1998; and if the Second Closing has not occurred
solely because any required notice period for Closing has not lapsed, such
date shall be extended until the lapse of such period.
(e) (i) If the First Closing has not occurred by the date specified
in Section 6.13(a), then the provisions of Sections 9.1(c) and (d) and 9.2
hereof shall be applicable, as appropriate; and (ii) if the First Closing
occurs, the entire amount of the Escrow Amount shall remain in escrow
until the Second Closing; provided that if the Second Closing has not
occurred by the date specified in Section 6.13(b), then (1) if the Second
Closing has not taken place for any reason other than Seller's failure to
make the deliveries required to be made under this Agreement at the Second
Closing or breach by Seller of its obligations set forth in Section
6.13(d)(ii) that would result in a Material Adverse Change, Seller shall
have the right to terminate this Agreement with respect to the Florida
Station only and shall have the right to retain the Escrow Amount as
liquidated damages and as the exclusive remedy of Seller for such failure
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of the Second Closing to take place, such amount being agreed to by the
parties to constitute a reasonable estimate of the damage to be suffered
by Seller as a result of such failure and does not constitute a penalty,
the parties hereby acknowledging the inconvenience and nonfeasibility of
otherwise obtaining an adequate remedy; and (2) if the Second Closing has
not taken place due to a failure or breach by Seller referred to in the
preceding clause (1), Buyer shall reserve the right to terminate this
Agreement with respect to the Florida Station only, and shall have the
right to a return of the Escrow Amount and to pursue all legal or
equitable remedies for breach of contract.
(f) Buyer and Seller shall negotiate in good faith any other changes
to this Agreement reasonably necessary to effectuate the intent of this
Section 6.13.
6. Condition. Subsection (g) of the Section 7.2 is hereby amended by
inserting prior to the period at the end thereof the following language: "or
(3) stand ready, willing and able to exchange the Florida Station immediately
after the purchase of the Florida Station hereunder in accordance with the
Exchange Agreement".
7. Termination. Subsection (e) of Section 9.1 is hereby deleted in its
entirety and the following subsection (e) of Section 9.1 in its entirety is
substituted in its place:
(e) by Seller, if Seller is not in default or breach in any material
respect of its obligations under this Agreement such that Buyer's
conditions precedent to Closing will not be satisfied and Buyer's other
conditions precedent to Closing set forth in Section 7.1 are otherwise
satisfied or could be satisfied at Closing by delivery of appropriate
documentation, if (1) the conditions set forth in Section 7.2(g) have not
been satisfied or waived prior to or concurrent with Closing, (2) the
conditions set forth in Sections 7.1(d) or 7.2(d) have not been satisfied
due to the failure of the FCC to approve an application for consent to
assign the licenses of the Florida Station to Post-Newsweek or to assign
the licenses of WOFL and WOGX either to a third party or to the trustee of
the WOFL/WOGX Trust as contemplated by Section 6.1(c) or otherwise due to
Buyer's ownership of WOFL or WOGX, by January 23, 1998 (or any extended
date as provided for hereunder in Section 8.1(a)(3)) or (3) the conditions
set forth in Sections 7.1(e) or 7.2(e) have not been satisfied due to a
concern relating to the proposed assignment of the licenses of the Florida
Station to Post-Newsweek or to the proposed assignment of the licenses of
WOFL and WOGX either to a third party or to the trustee of the WOFL/WOGX
Trust or otherwise due to Buyer's ownership of WOFL or WOGX, by January
23, 1998 (or any extended date as provided for hereunder in Section
8.1(a)(3)); or
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8. Structure. It is understood and agreed that in connection with the
Disposition Transaction, Buyer will (i) leave on file and continue to prosecute
in accordance with the terms of the Agreement, the application for FCC consent
to assign the licenses of WOFL and WOGX to the trustee of the WOFL/WOGX Trust
and (ii) within five (5) business days after the date hereof, prepare and file
with the FCC appropriate applications for FCC consent to the Disposition
Transaction. Buyer represents and warrants as follows: (a) Buyer has entered
into the Exchange Agreement and (b) except as set forth in Section 7.26 of the
Exchange Agreement, Buyer knows of no fact that would, under existing law and
the existing rules, regulations, policies and procedures of the FCC, (i)
disqualify Buyer as an assignee of the FCC licenses relating to any station
owned by Post-Newsweek that the Buyer contemplates acquiring in such exchange
("Post-Newsweek Stations") or as the owner and operator of any Post-Newsweek
Stations, in the case of a Disposition Transaction including an exchange of
assets, (ii) disqualify Post-Newsweek as an assignee of the FCC Licenses
relating to the Florida Station or as the owner and operator of the Florida
Station, or (iii) cause the FCC to fail to approve in a timely fashion any of
the applications for FCC consent to the Disposition Transaction.
Buyer covenants and agrees as follows: (a) Buyer will promptly (i) notify
the DOJ and the FTC that the WOFL/WOGX Trust Agreement is being modified to
provide for the termination of the WOFL/WOGX Trust if either WOFL/WOGX are sold
to a third party, or if the Florida Station is sold or otherwise transferred by
Buyer to Post-Newsweek and (ii) obtain any necessary consent of the DOJ and the
FTC in connection therewith; (b) Buyer will not (i) amend or (ii) except for
the reasons explicitly contemplated by Section 4.1 of the Exchange Agreement,
extend the date scheduled for closing under Section 4.1 of the Exchange
Agreement without the prior written consent of Seller; and (c) Buyer will
comply with the terms of the Exchange Agreement and use all commercially
reasonable efforts to consummate the transactions contemplated by the Exchange
Agreement in accordance with the terms thereof as soon as is reasonably
practicable.
As contemplated under Section 6.13 of the Agreement (as amended hereby),
Buyer has elected to exercise its rights to the Postponement; provided,
however, that if the FCC has not granted its consent to the Disposition
Transaction or Buyer and Post-Newsweek are not ready, willing and able to close
the Disposition Transaction on the date contemplated by Section 6.13(b) of the
Agreement, Buyer will (i) transfer the assets of WOFL and WOGX, on or before
the date scheduled for the Second Closing, to the WOFL/WOGX Trust, and
thereafter Buyer will (a) take all steps necessary or appropriate to ensure
that the trustee of the WOFL/WOGX Trust files an application for consent to
assign the licenses of WOFL and WOGX to a third party within six (6) months of
the Closing Date or (b) consummate the Disposition Transaction or otherwise
divest of the Florida Station and (ii) consummate the Second Closing in
accordance with the terms of the Agreement.
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9. Schedules. Schedules 3.5, 3.7 and 3.8 are hereby amended as of the
date of the Agreement as indicated in Exhibit A hereto; provided, however, that
it is understood and agreed that agreements and contracts entered into after
the date of the Agreement in accordance with the terms of the Agreement are not
referenced in Exhibit A hereto. It is understood and agreed that the assets
listed on Schedule 6.2 relate exclusively to the Florida Station.
10. No Other Waiver or Consent. The execution, delivery and
effectiveness of this waiver shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Seller under the
Agreement, and Seller has not consented, is not hereby consenting, and is not
agreeing to consent, to any agreement between Buyer and Post-Newsweek that
would in any way modify or affect the rights and obligations of Buyer and
Seller under the Agreement except as specifically contemplated hereby. Without
modifying or expanding the rights and obligations of the parties under Section
3 of the Letter Agreement dated the date hereof among Buyer, Seller, Post-
Newsweek and Post-Newsweek Stations, Inc., Buyer acknowledges and agrees that
Seller shall have no additional liabilities to Buyer (relating to any claims
made by Post-Newsweek or Post-Newsweek Stations, Inc. or otherwise) as a result
of Buyer entering into the Exchange Agreement with Post-Newsweek.
11. Affirmation. Except as amended hereby and waived hereunder, the
Agreement and each of the Schedules and Exhibits thereto are affirmed.
12. Reference to and Effectiveness of this Letter Amendment. Upon the
effectiveness of this letter amendment, and on and after the date hereof, each
reference in the Agreement to "this Agreement," "hereunder," "hereof," "herein"
or words of like import, and each reference to the Agreement in the other
documents relating to the Agreement, shall mean and be a reference to the
Agreement as amended hereby. The effectiveness of this letter agreement is
conditioned upon receipt of an executed counterpart of Buyer to this letter
agreement.
If the foregoing accurately reflects your understanding and constitutes an
agreement, please sign below evidencing your acceptance and agreement with the
foregoing, and return one copy of this letter to the undersigned. This letter
may be signed in counterparts, all of which taken together shall constitute an
instrument, and any of the parties hereto may execute this letter by signing
any such counterpart.
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Very truly yours,
FIRST MEDIA TELEVISION, L.P.
By: First Media, L.P., its
General Partner
By: First Media Corporation,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. Marriott
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. Marriott
Title: Chairman and CEO
Accepted and agreed to as of the Date set forth above:
▇▇▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and CEO
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EXHIBIT A
Schedule 3.5 Real Property
Schedule 3.7 Contracts
Schedule 3.8 Intangibles