Intercompany Loan Agreement

Exhibit 10.39


WJAC ACQUISITION CORP.
3839 4TH STREET NORTH, STE 420
ST. PETERSBURG, FLORIDA 33703


October 1, 1997


STC Broadcasting, Inc. 3839 4th Street North, Suite 420 St. Petersburg, Florida 33703 Attn: David A. Fitz


Dear Dave:


Reference is made to that certain Agreement and Plan of Merger, dated as of May 9, 1997 (the "Merger Agreement"), by and among WJAC, Incorporated, a Pennsylvania corporation (the "Company"), STC Broadcasting, Inc., a Delaware corporation ("Parent") and WJAC Acquisition Corp., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("Subsidiary"), pursuant to which Subsidiary shall merge with and into the Company, the separate corporate existence of Subsidiary shall cease, and the Company shall continue its corporate existence as a wholly-owned subsidiary of Parent.


Subsidiary hereby requests that Parent loan to Subsidiary and Parent hereby agrees to loan to Subsidiary, an aggregate principal amount of Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000) (the "Loan"). The proceeds from the Loan shall be used for the sole and exclusive purpose of consummating the Merger under the Merger Agreement.


Contemporaneously with the closing under the Merger Agreement, (a) Subsidiary shall execute and deliver to Parent a promissory note in the form of Exhibit A attached hereto (the "Promissory Note"), and (b) Parent shall wire the $37,500,000 proceeds of the Loan as Subsidiary shall direct in written wire instructions delivered to Parent.


This Letter Agreement, together with the attached the Promissory Note, sets forth the entire agreement between Subsidiary and Parent with respect to the Loan and supersedes all prior oral or written agreements, commitments or understandings with respect to such matters.


Please acknowledge your understanding of and agreement with the foregoing by signing this Letter Agreement in the space provided below and returning it to me. This Letter Agreement may be executed in counterparts.


WJAC ACQUISITION CORP.


By: /s/ Martin ...