Exhibit 10.37
ThePrudential [LOGO] Prudential Capital Group
One Gateway Center, 11th Floor
7-43 Raymond Boulevard West
Newark, NJ 07102 5311
Fax: 201 802-3200
June 20, 1996
The Lenfest Group
200 Cresson Boulevard
P.O. Box 989
Oaks, Pennsylvania 19456-0989
RE: The Note Agreement dated as of September 14, 1988 and the Note
Agreement dated May 22, 1989, each between Lenfest Communications,
Inc. (the "Company") and the purchasers named therein
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Ladies and Gentlemen:
We are in receipt of your letter dated June 11, 1996 regarding the
issuance by the Company of $300 million of senior subordinated notes. The
undersigned consents to the issuance of the senior subordinated notes on the
terms of the draft indenture dated June 3, 1996, provided that the
yield-maintenance premium and other liabilities of the Company to the
noteholders under the respective note agreements are treated as "Senior
Indebtedness" and that the note agreements shall be and are hereby deemed to be
amended to provide that any redemptions, repurchases, prepayments or defeasance
of any of the senior subordinated notes by the Company or any of its affiliates
shall be included in the definition of "Restricted Payments" under the note
agreements and must comply with paragraph 6C of each of the note agreements. It
is understood that a formal amendment to the note agreements memorializing this
change will be executed by the Company as soon as practicable.
Vert truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Yvonne Guejardo
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Vice President