<PAGE> 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]
<PAGE> 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
<PAGE> 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
<PAGE> 4
EXHIBIT A
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
