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EXHIBIT 2.3
STC BROADCASTING, INC.
000 0XX XXXXXX XXXXX
XX. XXXXXXXXXX, XXXXXXX 00000
(000) 000-0000
December 22, 2000
Xxx Broadcasting, Inc.
0000 Xxxx Xxxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
RE: AMENDMENT TO STOCK PURCHASE AGREEMENT, DATED AS OF JULY 6, 2000,
(THE "PURCHASE AGREEMENT") BY AND AMONG STC BROADCASTING, INC., A
DELAWARE CORPORATION ("SELLER"), WJAC, INCORPORATED, A PENNSYLVANIA
CORPORATION ("COMPANY") AND XXX BROADCASTING, INC., A DELAWARE
CORPORATION ("BUYER").
Ladies and Gentleman:
Reference is hereby made to the above-referenced Purchase
Agreement. All terms used but not defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
Seller and Buyer desire to amend the Purchase Agreement as
follows:
1. RESTRUCTURING. As of the date hereof, STC License Company,
a Delaware corporation ("STC License"), is the holder of the FCC Licenses. The
Purchase Agreement currently contemplates that as of the Closing the FCC
Licenses shall be transferred to the Company. Notwithstanding anything to the
contrary in the Purchase Agreement, the parties hereby agree to amend the
Purchase Agreement to change the structure of the transactions contemplated by
the Purchase Agreement (the "Restructuring") to provide that at Closing the
following shall occur: (a) STC License shall transfer the FCC Licenses directly
to Buyer, and (b) Seller shall still transfer the Shares directly to Buyer.
2. TRANSFER OF FCC LICENSES. Subject to the terms and
conditions set forth in the Purchase Agreement, STC License hereby agrees to
sell, transfer, deliver and assign to Buyer on the Closing Date, and Buyer
agrees to purchase and accept from STC License all of STC License's right, title
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and interest in and to the FCC Licenses used or held for use in connection with
the conduct of the business and operations of the Station, together with any
additions thereto between the date of the Purchase Agreement and the Closing
Date, free and clear of any Encumbrances, except for Permitted Encumbrances.
Buyer does hereby accept the FCC Licenses and agrees to assume and undertake to
pay, discharge and perform all Liabilities of STC License arising out of or
relating to the FCC Licenses (whether such Liabilities arise prior to, on or
after the Closing Date).
3. PURCHASE PRICE ALLOCATION. The parties hereby agree that
the Purchase Price, prior to any adjustments contemplated by the Purchase
Agreement, is:
(a) Thirty Five Million Eight Hundred Thousand Dollars
($35,800,000) of the Purchase Price shall be allocated to the FCC Licenses.
(b) Thirty Four Million Two Hundred Thousand Dollars
($34,200,000) of the Purchase Price shall be allocated to the Shares.
4. TAX INDEMNIFICATION. The parties hereby agree that SECTION
6.14(M) of the Purchase Agreement shall be amended and restated in its entirety
as follows:
"(m) The Seller and Buyer acknowledge and agree that
the provisions set forth in this SECTION 6.14, including,
without limitation, the indemnification provisions, shall be
subject to the limitations and qualifications on
indemnification obligations set forth in Article 10 hereof,
except that such limitations and qualifications shall not be
applicable to the Tax matters described in SECTION 6.14(C),
including, but not limited to, any Tax Claim or claim for Tax
Damages arising out of or in any manner incident, relating, or
attributable to Taxes of the Company payable with respect to
Tax Returns of the Company for Reporting Periods of the
Company ending on or prior to the Closing Date for which the
Company is included (or is required to be included) in a
consolidated, combined or unitary Tax Return with Seller or
any affiliate of Seller."
5. CERTAIN FCC MATTERS. Buyer shall promptly file with the FCC
a short-form application on FCC Form 316 to assign the license for WJAC-TV from
STC License Company to Cox (the "STC/Cox 316"). If the STC/Cox 316 has not been
granted by the FCC by the close of business on January 5, 2001, then Cox shall
withdraw the STC/Cox 316 and file an application on FCC Form 316 to assign the
license for WJAC-TV from the Company to Buyer (the "WJAC/Xxx 316"). If the
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WJAC/Xxx 316 has not been granted by the close of business on January 15, 2001,
then the parties shall consummate the transactions contemplated by the Purchase
Agreement on or before January 19, 2001 in accordance with the structure
approved by the FCC as of the date hereof.
6. FURTHER ASSURANCES. In order to facilitate the consummation
of the Restructuring in an orderly manner, each party covenants and agrees to
cooperate, negotiate in good faith and take such further actions, and execute
and deliver such documents and instruments, as may be reasonably requested by
any other party in connection with the Restructuring.
7. CONTINUING EFFECT. Except as set forth herein, all terms
and conditions of the Purchase Agreement shall remain in full force and effect,
which terms and conditions the parties hereby ratify and affirm.
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Please acknowledge the understanding and agreement of Xxx
Broadcasting, Inc. with the foregoing by signing in the space provided below.
Sincerely,
STC BROADCASTING, INC.
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
STC LICENSE COMPANY
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
WJAC, INCORPORATED
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
Accepted and Agreed this
22nd day of December, 2000
XXX BROADCASTING, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Secretary
