First Amendment to Stock Purchase Agreement by and among Sunrise Television Partners, L.P., Smith Broadcasting Partners, L.P., and Sunrise Television Corp.

Summary

This agreement is an amendment to a previous Stock Purchase Agreement dated March 13, 2000, between Sunrise Television Partners, L.P. (Seller) and Smith Broadcasting Partners, L.P. (Buyer), with Sunrise Television Corp. also joining. The amendment updates Exhibit A of the original agreement, restating it in full, to comply with the parties' intentions and Federal Communications Commission requirements. All other terms of the original agreement remain unchanged. The amendment is governed by Delaware law and is effective as of June 27, 2000.

EX-4.2 6 g64968ex4-2.txt FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT 1 Exhibit 4.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 27, 2000, by and between Sunrise Television Partners, L.P., a Delaware limited partnership ("Seller"), and Smith Broadcasting Partners, L.P., a Delaware limited partnership ("Buyer"), and is joined in by Sunrise Television Corp., a Delaware corporation (the "Company"), and the other signatories hereto. RECITALS A. The parties hereto are parties to that certain Stock Purchase Agreement dated as of March 13, 2000 (the "Purchase Agreement"); and B. In order to carry out the intention of the parties under the Purchase Agreement and to comply with the requirements of the Federal Communications Commission, the parties hereto desire to amend the Purchase Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants as set forth herein, the parties hereto agree as follows: 1. Amendment. Exhibit A to the Purchase Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit A attached hereto. 2. Purchase Agreement Otherwise Unchanged. Except as expressly amended hereby, the Purchase Agreement shall remain unchanged and in full force and effect. 3. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be executed as of the date first written above. BUYER: SMITH BROADCASTING PARTNERS, L.P. By: Smith Broadcasting Group, Inc. By: /s/ David A. Fitz ----------------------------------- Name: David A. Fitz Title: Chief Financial Officer and Executive Vice President SELLER: SUNRISE TELEVISION PARTNERS, L.P. By: HM3/Sunrise L.P., its general partner By: HM3/Sunrise, Inc., its general partner By: /s/ Eric C. Neuman ----------------------------------- Name: Eric C. Neuman Title: Vice President COMPANY: SUNRISE TELEVISION CORP. By: /s/ David A. Fitz ----------------------------------- Name: David A. Fitz Title: Chief Financial Officer 3 SMITH BROADCASTING GROUP, INC. By: /s/ David A. Fitz ----------------------------------- Name: David A. Fitz Title: Chief Financial Officer and Executive Vice President /s/ Sandy DiPasquale ------------------------------- Sandy DiPasquale /s/ John Purcell ------------------------------- John Purcell /s/ David A. Fitz ------------------------------- David A. Fitz 4 EXHIBIT A SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION