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EXHIBIT 10.23
May 25, 1998
Hearst-Argyle Television, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger by
and among Pulitzer Publishing Company (the "Company"), Pulitzer Inc. ("Newco")
and Hearst-Argyle Television, Inc. ("Acquiror"), dated of even date herewith
(the "Merger Agreement") (the Company, Newco, and Acquiror, collectively herein,
the "Parties"). Capitalized terms used and not defined herein will have the same
meanings assigned to them in the Merger Agreement.
On the Consummation Date (as defined below), Acquiror shall
acquire, and Newco shall cause to be transferred, assigned and delivered to
Acquiror (by delivery of the stock certificates therefor accompanied by stock
powers endorsed in favor of Acquiror), all the issued and outstanding shares of
capital stock (the "Shares") of Pulitzer Sports, Inc. ("PSI"), free and clear of
all Liens other than the Baseball Consents (as defined below).
In consideration of the transfer, assignment and delivery of the
Shares to Acquiror, Acquiror shall wire transfer to Newco, on the Consummation
Date, the sum of $5,000,000.00.
The Consummation Date shall be the later of (i) the Effective Time
or (ii) three (3) business days after all necessary consents and authorizations
of Major League Baseball and the National League with respect to the
transactions contemplated hereby (the "Baseball Consents").
Newco represents, warrants and covenants that:
1. On the date hereof, all of the Shares are, and on the
Consummation Date the Shares will be, duly authorized, validly issued, fully
paid and non-assessable. There are no, and on the Consummation Date there will
not be, any voting trusts, proxies or other agreements to which PSI is a party
with respect to the voting of the capital stock of PSI. PBC owns, and on the
Consummation Date Newco will own, and Newco will convey to Acquiror valid title
to, the Shares, free and clear of all Liens other than the Baseball Consents.
The Shares constitute, and on the Consummation Date will constitute, all of the
issued and outstanding capital stock of PSI, and there are, and on the
Consummation Date there will be, no outstanding options, warrants, rights or
other securities which upon conversion, exchange or exercise would require PSI
to issue any shares of its capital stock.
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2. PSI has, and on the Consummation Date will have, no liabilities
or obligations except pursuant to the Third Amended and Restated Agreement of
Limited Partnership of AZPB Limited Partnership, dated December 31, 1996, as it
may be amended from time to time (the "Partnership Agreement").
3. PSI owns, and on the Consummation Date will own, valid title to
partnership interests in AZPB Limited Partnership for which interests PSI paid
an aggregate of $6,000,000, free and clear of all Liens other than the Baseball
Consents, and subject to the terms and conditions of the Partnership Agreement.
The Parties will cooperate with one another and take commercially
reasonable steps to obtain the Baseball Consents.
The rights and obligations of the Parties hereunder shall
automatically terminate upon termination of the Merger Agreement in accordance
with Section 8.01 thereof, and thereafter no Party shall have any further
obligation or liability to any other Party hereto.
This Letter Agreement incorporates by reference the provisions of
Article IX of the Merger Agreement, provided that all references to "this
Agreement" therein shall be deemed to refer to this Letter Agreement and the
reference to the "Closing Date" in Section 9.01 thereunder shall be deemed to
refer to the Consummation Date.
If this Letter Agreement correctly sets forth our agreement, please
so indicate in the space provided below.
Very truly yours,
PULITZER PUBLISHING COMPANY
PULITZER INC.
By:/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board,
Agreed and Accepted President and Chief
Executive Officer
HEARST-ARGYLE TELEVISION, INC.
By:/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President -
Corporate Development,
Secretary and General Counsel
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