AMENDMENT TO PURCHASE AGREEMENT
This AMENDMENT (this "Amendment") made as of March 16, 1999 to the
Purchase Agreement dated as of September 4, 1998 (the "Purchase Agreement") by
and between Guy Gannett Communications, a Maine corporation (the "Company"), and
Sinclair Communications, Inc., a Maryland corporation (together with its
successors and permitted assigns, "Purchaser").
W I T N E S S E T H :
WHEREAS, the Company and Purchaser are parties to the Purchase
Agreement;
WHEREAS, the Company and Purchaser desire to amend the Purchase
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, the parties, intending legally to be
bound, agree as follows:
Section 1. Real Estate. Section 1.1(d) of the Disclosure Schedule is
hereby amended and restated in its entirety to be the exhibit to this Agreement
designated as "Section 1.1(d)."
Section 2. Closing Date. The first sentence of Section 1.6 of the
Purchase Agreement is hereby amended and restated to read as follows:
"Unless this Agreement shall have been terminated and the transactions
herein contemplated shall have been terminated pursuant to Section 10.1
hereof, the closing (the "Closing") of the transactions herein contemplated
shall take place at 10:00 a.m., New York City time, on April 30, 1999, or
as soon thereafter as the conditions set forth in Articles 6 and 7 hereof
have each been satisfied or waived (such time and date being referred to
herein as the "Closing Date"), at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York, or at such other place
as the Company and Purchaser shall agree."
Section 3. Purchase Price. Section 2.1(a) of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
"In consideration of the sale of the Assets and the Business hereunder,
Purchaser shall (i) pay the Company in cash the aggregate amount of (x)
$310,000,000, plus (y) if the earnings before interest, taxes, depreciation
and amortization of the Stations for the fiscal year ending December 26,
1998, calculated in conformity with GAAP and on a basis consistent with the
basis used in preparing the Unaudited Financial Statements as of, and for
year ended, December 31, 1997 referred to in Section 3.5 hereof, in each
case after adding back corporate
overhead expense (to the extent otherwise deducted in computing earnings)
and film and program expenses and subtracting cash payments on film and
program contracts, whether or not actually made, that would have been due
pursuant to the payment terms of such contracts during the relevant period
in the ordinary course and without regard to prepayments or other
extraordinary payments not contractually required and in each case
excluding the results of operations of WOKR-TV (Rochester, New York) (the
"1998 BCF"), exceeds $12,700,000, an amount equal to 14.57 times the
difference between the 1998 BCF and $12,700,000 (but in no event shall the
amount of the addition pursuant to this clause (y) be more than
$7,000,000), (the "Earnings Adjustment") plus (if greater than or equal to
zero) or minus (if less than zero), as the case may be, (z) the amount of
the Net Financial Assets as of 11:59 p.m., New York City time, on the day
immediately preceding the Closing Date, subject to adjustment pursuant to
Section 2.2 hereof (the "Purchase Price") and (ii) assume the Assumed
Liabilities."
Section 4. Allocation of the Purchase Price. (a) The first two
sentences of Section 2.5 of the Purchase Agreement are hereby amended and
restated to read as follows:
"No later than the Closing Date, Purchaser and the Company shall jointly
determine the proper allocation of the Purchase Price among the Stations,
provided that the parties hereto agree that the proper allocation of the
Purchase Price to WOKR-TV (Rochester, New York), and the proper allocation
of such allocated Purchase Price among specified categories of assets, are
as set forth in Section 2.5 of the Disclosure Schedule. No later than 90
days following the Closing Date, Purchaser shall have engaged a nationally
recognized appraiser to determine, and such appraiser shall have so
determined, the proper allocation of the Purchase Price allocated to, and
the Assumed Liabilities relating to, each Station among the Assets of each
Station, in each case in accordance with Section 1060 of the Code and the
Treasury Regulations promulgated thereunder (the "Allocation"), provided
that the parties hereto agree that no part of the Purchase Price shall be
allocated to any of the agreements referred to in Section 1.1(r) hereof."
(b) The Purchase Agreement is hereby amended to incorporate, as Section
2.5 of the Disclosure Schedule, the exhibit to this Agreement designated as
"Section 2.5."
Section 5. Conduct of the Business Prior to Closing. The first sentence
of Section 5.1(a) of the Purchase Agreement is hereby amended and restated to
read as follows:
"Between the date hereof and the Closing, except as contemplated by this
Agreement or as described in either Section 3.7 or Section 5.1 of the
Disclosure Schedule, or except with the consent of Purchaser (which consent
shall not be unreasonably withheld), the Company will operate the Business
in the ordinary course of business consistent with past practice and shall
use commercially reasonable efforts to (1) preserve intact the Business and
preserve the Business's
relationships with customers, suppliers, licensees, licensors, the networks
with whom the Stations are affiliated and others having business dealings
with the Stations, (2) maintain the Business's inventory of supplies, parts
and other materials and keep its books of account, records and files, in
each case in the ordinary course of business consistent with past practice,
(3) maintain the material items of Real Property, Leased Property and
Equipment substantially in their present condition, ordinary wear and tear
excepted, (4) pay or discharge all cash and barter obligations in the
ordinary course of business, (5) bring current as of the day immediately
preceding the day of the Closing Date all payments due and payable under
Program Contracts in accordance with their terms as in effect on the date
hereof (with respect to Program Contracts existing as of the date hereof)
or on the date originally entered into (with respect to Program Contracts
entered into after the date hereof) and (6) maintain its corporate
existence."
Section 6. Employee Benefit Matters. (a) The first sentence of Section
5.2(f) of the Purchase Agreement is hereby amended and restated to read as
follows:
"From and after the Closing, Purchaser shall assume sponsorship of the
WOKR-TV Partners 401(k) Plan, the TV Employees Pension Plan, and assume
responsibilities of all Employee Benefits Plans that provide
post-retirement life insurance or health, or short-term or long-term
disability benefits and be responsible for any benefits under such Employee
Benefit Plans (i) to which any current, former or inactive Business
Employee or Corporate Office Employee, or a beneficiary or dependent of any
current, former or inactive Business Employee or Corporate Office Employee
(each a "Beneficiary"), has already become entitled, (ii) which commenced
or (iii) to which any current, former or inactive Business Employee or
Corporate Office Employee has already become qualified by reason of age and
years of service as of the Closing, to the extent such persons are
identified in Section 5.1.1 or Section 5.1.2 of the Disclosure Schedule
(which sections shall be updated, if necessary, at Closing."
(b) Sections 5.2(i) and 5.2(j) of the Purchaser Agreement are hereby
amended and restated in their entirety to read as follows:
"(i) With respect to the Guy Gannett Retirement Plan (the "Seller
Pension Plan"), the Company and the Purchaser agree as follows:
(A) Prior to the Closing Date, the Company shall establish a spin off
defined benefit plan (the "TV Employees Pension Plan") and trust (the
"Trust") for the post-Closing benefit of the Business Employees and
Beneficiaries who participate in the Seller Pension Plan. With respect to
the Seller Pension Plan, Business Employees shall cease to accrue benefits
and service credits under such Plan as of the Closing. As soon as
practicable following the Closing, the Company shall cause its actuary to
calculate the amount of assets to be allocated to the TV Employees Pension
Plan for the benefit of the Business Employees and Beneficiaries. Such
allocation shall be calculated under Section 414(l)(2) of the Code, without
regard to paragraph 2(d) thereof. The Company shall
cause the amount of assets (the "Section 414 Amount") (determined as of the
end of the month in which the Closing occurs) to be transferred to the
Trust. The Company shall not amend the Seller Pension Plan or the TV
Employees Pension Plan to 100% vest Business Employees' benefits under such
Plans. Contingent upon the transfer of the Initial Transfer Amount (as
described in Section 5.2(i)(B) hereof) to the TV Employees Pension Plan,
Purchaser shall assume all liabilities of the Company and its affiliates
with respect to Business Employees and Beneficiaries under the Seller
Pension Plan and Trust and shall become with respect to such Business
Employees and Beneficiaries responsible for all acts, omissions and
transactions under or in connection with such Seller Pension Plan and
Trust, whether arising before, on or after the Closing, except for (i) if
the Company has obtained at or prior to the Closing a prepaid fiduciaries'
insurance and indemnification policy substantially on the terms set forth
in Section 5.2(i) of the Disclosure Schedule under which Purchaser is a
named insured (a" Prepaid Fiduciary Insurance Policy"), liabilities arising
out of willful misconduct or gross negligence of the trustees before the
Closing and (ii) if the Company is unable to obtain such policy,
liabilities arising out of willful misconduct, recklessness or negligence
of the trustees before the Closing.
(B) All transfers to the TV Employees Pension Plan shall be made in
accordance with the provisions of this Section 5.2(i). As soon as
practicable, but in no event after the later of (i) 30 days after the
Closing Date or (ii) 45 days after the filing of Form 5310A by the Seller
Pension Plan ("Initial Transfer Date"), the Company shall cause its trust
to make an initial transfer of assets in cash equal to at least 80% of the
amount estimated by the Company in good faith to be equal to X (as defined
below) ("Initial Transfer Amount"). As soon as practicable after the final
determination of the amounts to be transferred ("True-Up Date"), the
Company shall, except as otherwise provided herein, cause a second transfer
to be made in cash of the "True-Up Amount." The True-Up Amount shall be
equal to the sum of the following amount with respect to the Seller Pension
Plan:
(X minus Initial Transfer Amount), minus benefit payments and
reasonable administration expenses attributable to Business Employees
and Beneficiaries, adjusted for Earnings,
where X equals the Section 414 Amount. "Earnings" shall be calculated (i)
from the date as of which the Section 414 Amount is determined until the
Initial Transfer Date on the amount equal to the Initial Transfer Amount
using the rate paid on a 90-day Treasury Bill on the auction date
coincident with or immediately preceding the Closing, (ii) on an amount
equal to X minus the sum of the Initial Transfer Amount plus benefit
payments and reasonable administrative expenses attributable to Business
Employees and Beneficiaries using (A) with respect to the period from the
Initial Transfer to the last day of the month preceding the True-Up Date,
the cumulative rate of return (considering both gain and loss) earned or
lost on the assets of the trust from which the True-Up Amount is being
transferred and (B) with respect to the period from the first day of the
month in which the True-Up Date occurs to the True-Up Date the rate paid on
a 90-Day Treasury Bill on the auction date coincident with or immediately
preceding the first day of the
month in which the True-Up Date occurs. If the Initial Transfer Amount
increased by benefit payments and reasonable administrative expenses
attributable to Business Employees and Beneficiaries exceeds X, as soon as
practicable following such determination Purchaser shall cause a transfer
to be made in cash to the Seller Pension Plan equal to the difference
between (a) the Initial Transfer Amount increased by the benefit payments
and reasonable administrative expenses attributable to Business Employees
and Beneficiaries and (b) X as (i) adjusted downward to reflect Earnings on
X, minus benefits payments and reasonable administrative expenses, from the
date as of which the Section 414 Amount is determined until the Initial
Transfer Date using the rate paid on a 90-day Treasury Bill on the auction
date coincident with or immediately preceding the Closing and (ii) adjusted
upward to reflect Earnings on the Initial Transfer Amount increased by the
benefit payments and reasonable administrative expenses attributable to
Business Employees and Beneficiaries, and reduced by X from the Initial
Transfer Date until the True-Up Date, such Earnings shall be calculated
using (A) with respect to the period from that Initial Transfer Date to the
last day of the month preceding such True-Up Amount transfer, the
cumulative rate of return (considering both gain and loss) on the assets of
the Seller Pension Plan and (B) with respect to the period from the first
day of the month in which the True-Up Amount transfer occurs and the date
of such True-Up Amount transfer, the rate paid on a 90-Day Treasury Bill on
the auction date coincident with or immediately preceding the first day of
the month in which the transfer occurs. The Initial Transfer Amount and
True-Up Amount shall be transferred in cash. The amounts to be transferred
pursuant to this Section 5.2(i) shall be adjusted to the extent necessary
to satisfy Section 414(l) of the Code, and any regulations promulgated
thereunder.
(C) For the purposes of this Section 5.2(i), the Section 414 Amount
shall be determined by an enrolled actuary designated by the Company, using
the same assumptions and methodologies used by the Company for valuation of
the Seller Pension Plan for funding purposes under Sections 404 and 412 of
the Code. The Company shall provide any actuary designated by Purchaser
with all information reasonably necessary to review the calculation of the
Section 414 Amount in all material respects and to verify that such
calculations have been performed in a manner consistent with the terms of
this Agreement. If there is a good faith dispute between the Company's
actuary and the Purchaser's actuary as to the amount to be transferred to
any plan, and such dispute remains unresolved for 15 days, the chief
financial officers of the respective companies shall endeavor to resolve
the issue. Should such dispute remain unresolved for 20 days, the Company
and Purchaser shall select and appoint a third actuary who is mutually
satisfactory to the parties hereto. Such third party actuary shall be
instructed to render its decision within 20 days and such decision shall be
conclusive as to any dispute for which the third party actuary was
appointed. The cost of such third party actuary shall be divided equally
between the Company and Purchaser. Each party shall be responsible for the
cost of its own actuary.
(D) Purchaser shall take all action necessary to qualify the TV
Employees Pension Plan under the applicable provisions of the Code and
Purchaser and the Company shall cooperate to make any and all filings and
submissions to the appropriate
governmental agencies required to be made by Purchaser as are appropriate
in effectuating the provisions hereof.
(E) In anticipation of making the Initial Transfer in cash, the
Company may liquidate, at any time, any or all the investments of the
Seller's Pension Plan.
(F) Notwithstanding Section 5.2(i)(B) and (E) hereof, the parties may
agree to a transfer of assets from the Seller Pension Plan to the TV
Employees Pension Plan in kind. The parties shall arrange the manner of any
transfer and allocation of the assets in kind as of the date as of which
the Section 414 Amount is determined, making appropriate adjustments for
benefits and reasonable administration expenses attributable to Business
Employees and Beneficiaries. Such transfer may be made in one or more
installments.
(G) Notwithstanding Section 5.1(i)(A),(B) and (F) hereof, (x) if the
Closing occurs on or before May 1, 1999, the determination of the Section
414 Amount will be as of the close of business on April 30, 1999 and the
parties anticipate that the Initial Transfer Date will be June 1, 1999 or
(y) if the Closing occurs between May 2 and May 15, 1999, the determination
of the Section 414 Amount will be as of May 31, 1999 and the parties
anticipate that the Initial Transfer Date will be June 1, 1999.
(j) With respect to the Guy Gannet Voluntary Investment Plan (the
"Defined Contribution Plan"), the Company and Purchaser agree as follows:
(A) The Business Employees shall cease to accrue benefits and service
credits under the Defined Contribution Plan as of the Closing and,
effective as of the Closing, Purchaser shall designate a savings plan (or
plans) (in accordance with this Section 5.2(j)) ("Purchaser Savings Plan")
and associated trust (or trusts) to hold the assets of the plan for the
Business Employees, to be effective as of the Closing, and shall provide to
the Company evidence reasonably satisfactory to the Company that the
Purchaser Savings Plan and the associated trust have been established and
that the Purchaser Savings Plan qualifies under the requirements of Section
401(a) of the Code, and that the trust is exempt from tax under Section
501(a) of the Code. The Company shall provide to Purchaser evidence
reasonably satisfactory to Purchaser that the Defined Contribution Plan
remains qualified under the requirements of Section 401(a) of the Code.
Provided that the Company and Purchaser have received evidence reasonably
satisfactory to them in accordance with the preceding sentences, as soon as
is reasonably practicable following the Closing, the Company shall take or
cause to be taken all action required or appropriate to transfer the
account balances of all Business Employees and Beneficiaries to the trust
associated with the Purchaser Savings Plan in a trustee to trustee
transfer. The transfer will be done in cash with account balances as of the
Closing transferred to the Purchaser Savings Plan as soon as practicable
after the Closing. The transfer may be made in one or more installments,
with the amounts of the transfers reflecting all account activity and those
fees and expenses reasonably estimated through the Closing. The actual
mechanics of the transfer(s) shall be accomplished in a manner mutually
agreed
upon by the Company and the Purchaser guided by practices reasonable
consistent with the operation of the Defined Contribution Plan. If however
the parties agree that the transfer shall be made in kind, such transfers
may be made in two or more installments, the first such installment being
the aggregate amount of the applicable account balances as of April 1,
1999, reflecting all account transfers, loan payments and other appropriate
distributions requested by participants as of April 1, 1999, and those fees
and expenses known or reasonably estimated through the Closing. The
subsequent transfer(s) shall constitute the remainder of the assets in the
participant accounts adjusted for plan expenses, loan payments and other
appropriate distributions, charges and credits including earnings on such
accounts if not included in prior installments. The actual mechanics of the
transfers (including any return payments to reflect excess transfers due to
market fluctuations or otherwise, if any) shall be accomplished in a manner
mutually agreed upon by the Company and the Purchaser. All transfers shall
be made in an amount equal to the value of the account balances to be
transferred, determined as of the close of business on the last Business
Day immediately preceding each such transfer, except that to the extent a
Business Employee's or Beneficiary's account balance in the Defined
Contribution Plan includes one or more promissory notes evidencing a
participant loan or loans, such promissory notes shall be transferred in
kind for the Business Employee's or Beneficiary's credit under the
Purchaser Savings Plan. The Purchaser shall collect by payroll deduction
from payrolls paid by the Purchaser after the Closing and promptly pay over
to the applicable trustee of the Purchaser Savings Plan all loan payments
required on participant loans made by the Defined Contribution Plan to any
Business Employee and the Purchaser shall cause the appropriate plan
administrator to apply the payments to the appropriate promissory notes.
Contingent upon the transfer of the account balances to each of the
Purchaser Savings Plans, Purchaser shall assume, and Parent shall cause
Purchaser to assume, all liabilities of Company and its affiliates with
respect to Business Employees and Beneficiaries under the Defined
Contribution Plan and shall become with respect to such Business Employees
and Beneficiaries responsible for all acts, omissions and transactions
under or in connection with such Defined Contribution Plan, whether arising
before, on or after the Closing, except for (i) if the Company has obtained
at or prior to the Closing a Prepaid Fiduciary Insurance Policy,
liabilities arising out of willful misconduct or gross negligence of the
trustees before the Closing and (ii) if the Company is unable to obtain
such policy, liabilities arising out of willful misconduct, recklessness or
gross negligence of the trustees before the Closing."
(c) Section 5.1.1 of the Disclosure Schedule is hereby amended and
restated in its entirety to be the exhibit to this Agreement designated as
"Section 5.1.1."
(d) The Purchase Agreement is hereby amended to incorporate, as Section
5.1.2 of the Disclosure Schedule, the exhibit to this Agreement designated as
"Section 5.1.2."
(e) The Purchase Agreement is hereby amended to add to the portion of
Section 5.2 of the Disclosure Schedule designated as "5.2(a)," the Employee
Benefit Plans, books and records relating to the Guy Gannett Voluntary
Investment Plan (401(k)).
Section 7. Definitions. (a) The definition of "Maine Media Purchase
Agreement" provided in Article 9 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"Maine Media Purchase Agreement means the Purchase Agreement dated as
of August 14, 1998 by and among the Company, Newco, Seattle Times Company
and Times Communications Co., as amended."
(b) The definition of "Material Adverse Effect" provided in Article 9
of the Purchase Agreement is hereby amended and restated in its entirety to read
as follows:
"Material Adverse Effect means any circumstance, change in, or effect
on the Company that has a material adverse effect on the business, results
of operations or financial condition of the Business; provided, however,
that Material Adverse Effect (A) shall not include adverse effects
resulting from (or, in the case of effects that have not yet occurred,
reasonably likely to result from) (i) general economic or industry
conditions that have a similar effect on other participants in the
industry, (ii) regional economic or industry conditions that have a similar
effect on other participants in the industry in such region, (iii) the
failure of Purchaser to give any requested consent pursuant to Section
5.1(a) or (iv) any act of Purchaser and (B) shall not include adverse
circumstances, changes in or effects on the financial, business or
operational performance, results of operations, financial condition or
employees (whether as to any individual or in the aggregate) of the
Business (excluding any such performance, financial condition or employees
of Station WOKR-TV (Rochester, New York) only) occurring on or after April
1, 1999."
(c) The first two sentences of the definition of "Net Financial Assets"
provided in Article 9 of the Purchase Agreement are hereby amended and restated
to read as follows:
"Net Financial Assets means the result of (i) the aggregate amount of
current assets of the Business to be assigned to Purchaser under this
Agreement, excluding for purposes of this calculation, the current portion
of rights under Program Contracts (except as provided otherwise herein),
less (ii) the aggregate amount of current liabilities of the Business to be
assumed by Purchaser under this Agreement, excluding for purposes of this
calculation the current portion of obligations under Program Contracts
(except as provided otherwise herein), less (iii) the aggregate amount of
the Company's liability for supplemental retirement and deferred
compensation under the Employee Benefit Plans set forth in Section 9 of the
Disclosure Schedule and for Continuation Coverage with respect to Corporate
Office Employees, in each case to the extent not paid by the Company prior
to the Closing and excluding the current portion of such liability, if any,
to the extent such portion is included as a current liability in clause
(ii), in each case as of the relevant date of calculation and calculated
(except as otherwise provided in Section 9 of the Disclosure Schedule) in
conformity with GAAP and on a basis consistent with the basis used in
preparing the Unaudited Financial Statements as of, and for the year ended,
December 31, 1997 referred to in Section 3.5 hereof.
Net Financial Assets expressly shall not include, as either assets or
liabilities, the rights and obligations under Program Contracts; provided,
however, that notwithstanding any prior practice or lack thereof relating
thereto, (x) any programming downpayments made prior to the date hereof
under Program Contracts in advance of customary payment terms, to the
extent not amortized as of the relevant date of calculation as more fully
described in the example set forth in Section 9 of the Disclosure Schedule,
shall be expressly included in the current assets, (y) any regularly
scheduled payments due and unpaid as of the day immediately preceding the
day of the Closing Date under Program Contracts in accordance with their
terms as in effect on the date hereof (with respect to Program Contracts
existing as of the date hereof) or on the date originally entered into
(with respect to Program Contracts entered into after the date hereof))
shall be expressly included in the current liabilities and (z) any
prepayments of regularly scheduled amounts due on or after the Closing
Date, but made prior to the Closing Date under Program Contracts shall be
expressly included in the current assets."
(d) The definition of "New Pension Plan" provided in Article 9 of the
Purchase Agreement is hereby deleted in its entirety.
(e) Clause (v) of the definition of "Permitted Exceptions" provided in
Article 9 of the Purchase Agreement is hereby amended and restated to read as
follows:
"(v) survey exceptions, rights of way, easements, reciprocal easement
agreements and other Encumbrances on title to real property shown in the
title insurance commitments April 28, 1998 (for the property referred to as
parcels 2- A, 15-L, 17, 18, 19-A and 19-B, 70 and 71 in Section 1.1(d) of
the Disclosure Schedule), April 24, 1998 (for the property referred to as
parcel 29 in Section 1.1(d) of the Disclosure Schedule) and May 1, 1998
(for the property referred to as parcel 84 in Section 1.1(d) of the
Disclosure Schedule), May 4, 1998 (for the property referred to as parcels
34-A, 75 and 75-L in Section 1.1(d) of the Disclosure Schedule), May 5,
1998 (for the property referred to as parcels 72, 72- L and 83 in Section
1.1.(d) of the Disclosure Schedule), May 6, 1998 (for the property referred
to as parcel 77-L in Section 1.1.(d) of the Disclosure Schedule), May 7,
1998 (for the property referred to as parcels 80 and 81 in Section 1.1.(d)
of the Disclosure Schedule), May 10, 1998 (for the property referred to as
parcel 82- L in Section 1.1.(d) of the Disclosure Schedule), May 15, 1998
(for the property referred to as parcels 60, 61 and 64 in Section 1.1.(d)
of the Disclosure Schedule), May 18, 1998 (for the property referred to as
parcel 74 in Section 1.1.(d) of the Disclosure Schedule), May 21, 1998 (for
the property referred to as parcels 90 and 91 in Section 1.1.(d) of the
Disclosure Schedule) and June 12, 1998 (for the property referred to as
parcel 100 in Section 1.1.(d) of the Disclosure Schedule), or that do not,
individually or in the aggregate, materially adversely affect the use of
such property in the conduct of the Company's business as it is being
conducted prior to the Closing;"
(f) The following new definition of "TV Employees Pension Plan" shall
be inserted in alphabetical order in Article 9 of the Purchase Agreement:
"TV Employees Pension Plan has the meaning set forth in Section 5.2
hereof."
Section 8. References. All references to "this Agreement" in the
Purchase Agreement shall mean the Purchase Agreement as amended hereby.
Section 9. Definitions. All capitalized terms not otherwise defined in
this Amendment shall have the meanings set forth in the Purchase Agreement.
Section 10. Headings. The headings of the sections of this Amendment
are inserted as a matter of convenience and for reference purposes only and in
no respect define, limit or describe the scope of this Amendment or the intent
of any section or subsection.
Section 11. Counterparts. This Amendment may be executed in one or more
counterparts and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
Section 12. Governing Law. This Amendment and the rights and duties of
the parties hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York.
Section 13. No Other Amendments. Except as expressly amended hereby,
the terms and conditions of the Purchase Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
GUY GANNETT COMMUNICATIONS
By: /s/ James Baker
------------------------------------
Name: James Baker
Title: Vice President Finance
SINCLAIR COMMUNICATIONS, INC.
By: /s/ David B. Amy
------------------------------------
Name: David B. Amy
Title: Secretary
ACCEPTED AND AGREED
as of the date first above written:
WGME LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WTWC LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WICS LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WICD LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WGGB LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
KGAN LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WOKR LICENSEE, LLC
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WGME, INC.
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WTWC, INC.
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
SINCLAIR ACQUISITION IV, INC.
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary
WGGB, INC.
By: /s/ David B. Amy
--------------------------------
Name: David B. Amy
Title: Secretary