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Exhibit 10.32
FIRST AMENDMENT TO DEPOSIT ESCROW AGREEMENT
This First Amendment to Deposit Escrow Agreement (this "Amendment") is
made and entered into as of December 30, 1997, by and among STC Broadcasting,
Inc., a Delaware corporation ("Buyer"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the ▇▇▇▇▇ ▇▇▇▇▇
Trust, the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Testamentary Trust, the ▇▇▇▇▇ ▇▇▇▇▇▇ GST Exempt
Trust, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and the ▇▇▇▇ ▇▇▇▇▇▇ Trust
(collectively, "Sellers") and ▇▇▇▇▇▇ ▇▇▇▇▇ Bank ("Escrow Agent").
RECITALS
WHEREAS, the Buyer, Sellers and Abilene Radio and Television Company
(the "Company") are amending that certain Stock Purchase Agreement, dated July
8, 1997, by and among Buyer, Sellers and the Company (the "Stock Purchase
Agreement");
WHEREAS, Buyer, Sellers and the Escrow Agreement desire to amend
certain provisions of that certain Deposit Escrow Agreement, dated July 8,
1997, by and among Buyer, Sellers and the Escrow Agent (the "Escrow
Agreement");
WHEREAS, ▇▇▇▇ ▇. ▇▇▇▇▇▇ has power and authority to act on behalf of the
Sellers pursuant to the Escrow Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENT OF AGREEMENT
Section 1.5 of the Escrow Agreement is hereby amended to add thereto
the following at the end of each Section:
"Notwithstanding anything to contrary contained herein, Buyer
shall extend the expiration date of the Letter of Credit to April
30, 1998, and Sellers hereby consent to and approve such
extension."
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ARTICLE II
MISCELLANEOUS
Section 2.1 Defined Terms. All capitalized terms used and not defined
herein shall have the meanings ascribed to such terms in the Escrow Agreement
as hereby amended.
Section 2.2 Effect of Amendment. Except as specifically provided
herein, the Escrow Agreement is in all respects ratified and confirmed. All of
the terms, conditions and provisions of the Escrow Agreement as hereby amended
shall be and remain in full force and effect.
Section 2.3 Entire Agreement. This Amendment and the unaltered
portions of the Escrow Agreement, together with the Schedules and Exhibits
attached to the Escrow Agreement, represent the entire agreement and
understanding of the parties to the Escrow Agreement with respect to the
transactions contemplated herein and therein, and no representations,
warranties or covenants have been made in connection with this Amendment or the
Escrow Agreement, other than those expressly set forth herein and therein, or
in certificates delivered in accordance herewith or therewith. This Amendment
and the unaltered portions of the Escrow Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and
agreements among the parties relating to the subject matter of this Amendment
and the Escrow Agreement and such agreements and all prior drafts of this
Amendment and the Escrow Agreement and such other agreements are merged into
this Amendment and the unaltered portions of the Escrow Agreement.
Section 2.4 Amendments. This Amendment and the Escrow Agreement as
hereby amended may be amended or supplemented at any time by additional written
agreements signed by the parties hereto.
Section 2.5 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to choice of laws principles.
Section 2.6 Seller Representative. ▇▇▇▇ ▇. ▇▇▇▇▇▇ has all requisite
power and authority to execute and deliver this Amendment on behalf of all the
Sellers pursuant to Section 3.10 of the Escrow Agreement.
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This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall be considered
one and the same agreement.
STC BROADCASTING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
SELLERS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇,
Sellers Representative
▇▇▇▇▇▇ ▇▇▇▇▇ BANK
By: /s/ J. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President