Exhibit 10.48


 


 


ASSET PURCHASE AGREEMENT


 


DATED
NOVEMBER 12, 2004


 


AMONG


 


KSMO,
INC.,


KSMO
LICENSEE, INC.


 


AND


 


MEREDITH
CORPORATION


 





















 


ASSET
PURCHASE AGREEMENT


 


THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is dated
as of November 12, 2004, by and among KSMO, Inc., a Maryland corporation
(the “Non-License Seller”), KSMO Licensee, Inc., a Delaware corporation
(the “License Seller”) (each a “Seller” and collectively “Sellers”),
and Meredith Corporation, an Iowa corporation (“Buyer”).


 


R
E C I T A L S


 


A.            The License Seller owns those licenses, permits, and
authorizations issued by the FCC, together with certain related assets relating
to television broadcast station KSMO-TV in Kansas City, Missouri, including
digital television station KSMO-DT (collectively, the “Station”).


 


B.            The Non-License Seller owns all of the assets of the
Station, other than the assets owned by License Seller.


 


C.            Sellers desire to sell, and Buyer desires to purchase,
substantially all of the assets of the Station other than the Excluded Assets
on the terms and conditions hereinafter set forth.


 


AGREEMENTS


 


IN
CONSIDERATION OF THE ABOVE RECITALS and of the mutual
agreements and covenants contained in this Agreement, the parties to this
Agreement, intending to be bound legally, agree as follows:


 


SECTION
1

CERTAIN DEFINITIONS


 


1.1.          Terms Defined in this Section.  The following terms, as used in this
Agreement, have the meanings set forth in this Section.


 


“Accounts Receivable” means the rights of
Sellers as of the First Closing Date to payment for the sale of advertising
time and other goods and services provided by the Station prior to the First
Closing Date.


 


“Action” means for any Person, any action,
counterclaim, suit, litigation, arbitration, governmental investigation, or
other legal, administrative, or Tax proceeding, Judgment, complaint, or claim
by or against such Person, excluding any litigation affecting the television
broadcasting industry generally in which such Person is not a named party, and
any rule-making proceedings.


 


“Affiliate” means, with respect to any
Person, (a) any other Person that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
such Person, or (b) an officer or director of such Person or of an Affiliate of
such


 





















 


Person within the meaning
of clause (a) of this definition.  For
purposes of clause (a) of this definition, (i) a Person shall be deemed to
control another Person if such Person (A) has sufficient power to enable such
Person to elect a majority of the board of directors of such Person, or (B)
owns a majority of the beneficial interests in income and capital of such
Person, and (ii) a Person shall be deemed to control any partnership of which
such Person is a general partner.


 


“Assets” means the assets to be transferred
or otherwise conveyed by Sellers to Buyer under this Agreement as specified in
Section 2.1.


 


“Assumed Contracts” means (a) all Contracts
listed on Schedule 3.5 and/or Schedule 3.7; (b) Contracts
entered into prior to the date of this Agreement with advertisers for the sale
of advertising time or production services for cash at rates consistent with
past practices; (c) Contracts entered into prior to the date of this Agreement
which are not required to be included on Schedule 3.7 hereto; and (d)
any Contracts entered into by Sellers between the date of this Agreement and
the License Closing Date (i) as permitted by Section 5.2(g) hereof and/or (ii)
that Buyer agrees in writing to assume.


 


“Business Day” means any day of the year on
which banks are not required or authorized to be closed in the State of New
York.


 


“Code” means the Internal Revenue Code of
1986, as amended.


 


“Communications Act” means the
Communications Act of 1934, as amended.


 


“Consents” means the consents, permits, or
approvals of government authorities and other third parties necessary to
transfer the Assets to Buyer or otherwise to consummate the transactions
contemplated by this Agreement.


 


“Consent-Pending Contract” means a Contract
designated to be (i) a FC Assumed Contract by Buyer regarding which
Sellers shall be unable to obtain a necessary third-party Consent to the
assignment thereof to Buyer within sixty (60) days after the designation of
such Contract as a FC Assumed Contract; or (ii) a LC Assumed Contract
regarding which Sellers shall be unable to obtain on or prior to the License
Closing Date a necessary third-party Consent to the assignment thereof to Buyer
upon the License Closing.


 


“Contracts” means all contracts, consulting
agreements, leases, non-governmental licenses, and other agreements (including
leases for personal or real property and employment agreements), written or
oral (including any amendments and other modifications thereto), to which
either Seller is a party or that are binding upon either Seller that relate to
or affect the Assets or the business or operations of the Station and that are
in effect on the date of this Agreement or are entered into by either Seller
subsequent to the date hereof pursuant to the terms hereof.


 


“Effective Time” means 12:01 a.m., Eastern
Standard Time, on the date of this Agreement.


 


2





















 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


“Excluded Assets” means those items set
forth in Sections 2.2(a) through 2.2(n).


 


“FC Assumed Contracts” means the Assumed
Contracts assigned by Sellers to Buyer, subject to the receipt of any necessary
third-party Consents, pursuant to the Assignment and Assumptions Agreement
entered into between Buyer and Sellers at the First Closing.


 


“FCC” means the Federal Communications
Commission.


 


“FCC Consent” means action by the FCC
granting its consent to the assignment of the FCC Licenses by License Seller to
Buyer as contemplated by this Agreement.


 


“FCC Effective Time” means 12:01 a.m.
Eastern Standard Time on the License Closing Date.


 


“FCC Licenses” means those licenses,
permits, and authorizations issued by the FCC to License Seller in connection
with the business and operations of the Station.


 


“Final Order” means FCC Consent that has not
been reversed, stayed, enjoined, set aside, annulled, or suspended, and with
respect to which no requests are pending for administrative or judicial review,
reconsideration, appeal, or stay, and the time for filing any such request and
the time for the FCC to set aside the action on its own motion have expired.


 


“First Closing” means the consummation of
the sale and acquisition of the Assets (other than the License Assets) pursuant
to this Agreement in accordance with the provisions of Section 7.1.


 


“Governmental Authority” means any court or
any federal, state, county, local or foreign governmental, legislative, or
regulatory body, agency, department, authority, instrumentality, or other
subdivision thereof, including the FCC.


 


“Hazardous Material” means any pollutant,
contaminant, hazardous or toxic substance, material, constituent or waste or
any pollutant that is labeled or regulated as such by any Governmental
Authority pursuant to any Legal Requirements concerning the environment, public
health and safety, and employee health and safety.


 


“Intangibles” means all copyrights,
trademarks, trade names, service marks, service names, licenses, patents,
permits, jingles, proprietary information, technical information and data,
machinery and equipment warranties, trade secrets, and other similar intangible
property rights and interests (and any goodwill associated with any of the
foregoing) applied for, issued to, or owned by Sellers or under which Sellers
are licensed or franchised and that are used in the business and operations of
the Station, together with any additions thereto between the date of this
Agreement and the License Closing Date.


 


3





















 


“Judgment” means any judgment, writ, order,
injunction, determination, award, or decree of or by any court, judge, justice,
or magistrate, including any bankruptcy court or judge, and any order by any
Governmental Authority.


 


“Knowledge” or any derivative thereof with
respect to the Sellers means the actual knowledge of the President, the Chief
Financial Officer or the General Counsel of SBG, or the general manager or main
engineer of the Station, after reasonable inquiry by each person within his
area of responsibility.


 


“LC Assumed Contracts” means all of the
Assumed Contracts that are not FC Assumed Contracts, excluding any Assumed
Contract that between the date hereof and the License Closing (i) shall
have expired in accordance with its terms upon the expiration of the full term
thereof, and (ii) shall be excluded from FC Assumed Contracts with the
mutual agreement of Buyer and Sellers (such consent to be given or withheld by
either party in such party’s sole discretion).


 


“Legal Requirement” means any statute,
ordinance, code, law, rule, regulation, permit or permit condition, Judgment,
or any other requirement, standard, or procedure enacted, adopted, or applied
by any Governmental Authority.


 


“License Assets” means the assets described
in Section 2.1(b), but excluding the Excluded Assets.


 


“License Closing” means the consummation of
the sale and acquisition of the License Assets pursuant to this Agreement in
accordance with the provisions of Section 7.1(b).


 


“License Closing Date” means the date on
which the License Closing occurs as determined pursuant to Section 7.1(b).


 


“Licenses” means all licenses, permits,
construction permits, and other authorizations issued by the FCC, the Federal
Aviation Administration, or any other federal, state, or local governmental
authorities to Sellers currently in effect and used in connection with the
conduct of the business or operations of the Station, together with any
additions thereto, between the date of this Agreement and the License Closing
Date.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge, or security interest in or on such
asset, and (b) the title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to
such asset.


 


“Material Adverse Effect” means a material
adverse effect on the business, assets, or condition (financial or otherwise)
of the Station taken as a whole, except for any such material adverse effect
resulting from (a) general economic conditions applicable to the television
broadcast industry, (b) general conditions in the markets in which the Station
operates, or (c) circumstances that are not likely to recur and which
circumstances (as well as any consequences thereof) have been substantially
remedied.


 


4





















 


“Material Contract” means each Assumed
Contract (i) that is designated on Schedules 3.5 or 3.7,
as a “Material Contract,” or (ii) that is entered into by Sellers between
the date of this Agreement and the License Closing Date that requires a
third-party Consent for Sellers to assign to Buyer if the failure to obtain
such Consent could reasonably be expected to have a Material Adverse Effect.


 


“Non-License Assets” means the assets
described in Section 2.1(a), but excluding the Excluded Assets.


 


“Permitted Encumbrances” means (a)
encumbrances of a landlord or other statutory lien not yet due and payable or a
landlord’s liens arising in the ordinary course of business; (b) encumbrances
arising in connection with equipment or maintenance financing or leasing under
the terms of Assumed Contracts; (c) encumbrances for taxes not yet due and
payable or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on Sellers’
books in accordance with generally accepted accounting principles; (d)
encumbrances that do not materially detract from the value of any of the Assets
or materially interfere with the use thereof as currently used; or (e)
encumbrances for borrowed money which will be removed prior to the First
Closing Date.


 


“Person” means an individual, corporation,
association, partnership, joint venture, trust, estate, limited liability
company, limited liability partnership, or other entity or organization.


 


“Real Property Interests” means all
interests in real property, including leaseholds and subleaseholds, purchase
options, easements, licenses, rights to access, and rights of way, and all
buildings and other improvements thereto, owned or held by Sellers that are
used or held for use in the business or operations of the Station.


 


“SBG” means Sinclair Broadcast Group, Inc.


 


“Tangible Personal Property” means all
machinery, equipment, tools, vehicles, furniture, leasehold improvements,
office equipment, plant, inventory, spare parts, and other tangible personal
property owned or held by Sellers that is used or held for use in the business
or operations of the Station.


 


“Tax” means any federal, state, local, or
foreign income, gross receipts, windfall profits, severance, property,
production, sales, use, license, excise, franchise, capital, transfer,
employment, withholding, or other tax or governmental assessment, together with
any interest, additions, or penalties with respect thereto, and any interest in
respect of such additions or penalties.


 


“Tax Return” means any tax return,
declaration of estimated tax, tax report, or other tax statement, or any other
similar filing required to be submitted to any governmental authority with
respect to any Tax.


 


5





















 


“WB” means The WB Television Network
Partners, L.P., d/b/a The WB
Television Network.


 


1.2.          Terms
Defined Elsewhere in this Agreement.  For
purposes of this Agreement, the following terms have the meanings set forth in
the sections indicated:


 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Benefit Arrangement

  	
   

  	
  Section 3.14(a)

  
	
   

  	
   

  	
   

  
	
  Benefit Plans

  	
   

  	
  Section 3.14(a)

  
	
   

  	
   

  	
   

  
	
  Buyer

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  Claimant

  	
   

  	
  Section 9.4

  
	
   

  	
   

  	
   

  
	
  Damages

  	
   

  	
  Section 9.2

  
	
   

  	
   

  	
   

  
	
  Employees

  	
   

  	
  Section 3.14(a)

  
	
   

  	
   

  	
   

  
	
  Environmental Laws

  	
   

  	
  Section 3.16

  
	
   

  	
   

  	
   

  
	
  Estimated Purchase
  Price

  	
   

  	
  Section 2.4(a)

  
	
   

  	
   

  	
   

  
	
  FCC Application

  	
   

  	
  Section 5.1(d)

  
	
   

  	
   

  	
   

  
	
  FCC Employees

  	
   

  	
  Section 5.7(a)

  
	
   

  	
   

  	
   

  
	
  Financial Statements

  	
   

  	
  Section 3.10

  
	
   

  	
   

  	
   

  
	
  First Closing Date

  	
   

  	
  Section 2.1(a)

  
	
   

  	
   

  	
   

  
	
  Indemnifying Party

  	
   

  	
  Section 9.4

  
	
   

  	
   

  	
   

  
	
  Station

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  Lease

  	
   

  	
  Section 5.10

  
	
   

  	
   

  	
   

  
	
  License Price

  	
   

  	
  Section 2.4(b)

  
	
   

  	
   

  	
   

  
	
  License Seller

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  JSA

  	
   

  	
  Section 5.8

  
	
   

  	
   

  	
   

  
	
  Multiemployer Plan

  	
   

  	
  Section 3.14(a)

  
	
   

  	
   

  	
   

  
	
  Non-License Seller

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  Pension Plan

  	
   

  	
  Section 3.14(a)

  
	
   

  	
   

  	
   

  
	
  Purchase Price

  	
   

  	
  Section 2.3

  
	
   

  	
   

  	
   

  
	
  Sellers

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  Station

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  Transferred Employees

  	
   

  	
  Section 5.7

  
	
   

  	
   

  	
   

  
	
  Welfare Plan

  	
   

  	
  Section 3.14(a)

  



 


1.3.          Rules of Construction.  Words used in this Agreement, regardless of
the gender and number specifically used, shall be deemed and construed to
include any other gender and any other number as the context requires.  As used in this Agreement, the word “including”
is


 


6





















 


not limiting, and the
word “or” is not exclusive.  Except as
specifically otherwise provided in this Agreement in a particular instance, a
reference to a Section or Schedule is a reference to a Section of this
Agreement or a Schedule hereto, and the terms “hereof,” “herein,” and other
like terms refer to this Agreement as a whole, including the Schedules to this
Agreement, and not solely to any particular part of this Agreement.  The descriptive headings in this Agreement
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.


 


SECTION
2

PURCHASE AND SALE OF ASSETS


 


2.1.          Agreement to Purchase and Sell.  The purchase and sale of the Assets hereunder
shall occur as set forth below:


 


(a)           Subject to the terms and conditions
set forth in this Agreement, the Sellers hereby agree to sell, transfer,
convey, assign, and deliver to Buyer on the date hereof (the “First Closing
Date”), and Buyer agrees to acquire all of Sellers’ right, title, and
interest in the tangible and intangible assets used in connection with the
conduct of the business or operations of the Station, but excluding the License
Assets listed in Sections 2.1(b)(i) through 2.1(b)(ix) and the Excluded Assets,
free and clear of any Liens (except for Permitted Encumbrances), including the
following:


 


(i)            the Tangible Personal Property;


 


(ii)           the FC Assumed Contracts;


 


(iii)          the Intangibles, including any
goodwill of the Station related to the Non-License Assets;


 


(iv)          all of the Sellers’ proprietary
information, technical information and data, machinery and equipment
warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and
schematics, but excluding filings with the FCC, in each case, to the extent
relating to the business and operation of the Station;


 


(v)           all choses in action of the Sellers
relating to the Station to the extent they relate to the period after the
Effective Time and do not relate to the License Assets; and


 


(vi)          all books and records relating to the
business or operations of the Station, but excluding all records required by
the FCC to be kept by the Station.


 


(b)           Subject to the terms and conditions
set forth in this Agreement, the Sellers hereby agree to sell, transfer,
convey, assign, and deliver to Buyer on the License Closing Date, and Buyer
agrees to acquire, all of Sellers’ right, title, and interests in the tangible
and intangible assets used in connection with the conduct of the business or
operations of the Station, together with any additions thereto (as permitted
hereby), between the date of this Agreement and the


 


7





















 


License Closing Date, but
excluding the Non-License Assets and the Excluded Assets, free and clear of any
Liens (except for Permitted Encumbrances), including the following:


 


(i)            the
Licenses;


 


(ii)           all
filings with the FCC to the extent relating to the business and operation of
the Station;


 


(iii)          all
records required by the FCC to be kept by the Station;


 


(iv)          all
antennas, transmission lines, and transmission equipment;


 


(v)           the
Real Property Interests;


 


(vi)          the
LC Assumed Contracts;


 


(vii)         the
Intangibles “KSMO,” “KSMO-TV” and “The WB 62”;


 


(viii)        any
goodwill related to the License Assets; and


 


(ix)           all
choses in action of the Sellers relating to the Station to the extent they
relate to the period after the FCC Effective Time and relate to the License
Assets; and


 


2.2.          Excluded Assets.  The Assets shall exclude the following:


 


(a)           Sellers’ cash, investments, cash
equivalents and deposits, all interest payable in connection with any such
items and rights in and to bank accounts marketable, and other securities of
Sellers;


 


(b)           any insurance policies, promissory
notes, amounts due from employees, bonds, letters of credit, certificates of
deposit, or other similar items, and any cash surrender value in regard
thereto;


 


(c)           any pension, profit-sharing, or
employee benefit plans, including all of Seller’s interest in any Welfare Plan,
Pension Plan, or Benefit Arrangement (each as defined in Section 3.14(a));


 


(d)           all Tangible Personal Property
disposed of or consumed in the ordinary course of business as permitted by this
Agreement;


 


(e)           all tax returns and supporting
materials, all original financial statements and supporting materials, all
books and records that Sellers are required by law to retain, all of Sellers’
organizational documents, corporate books, and records (including minute books
and stock ledgers) and originals of account books of original entry, all
records of Sellers relating to


 


8





















 


the sale of the Assets,
and all records and documents related to any assets excluded pursuant to this
Section 2.2;


 


(f)            any interest in and to any refunds
of federal, state, or local franchise, income, or other taxes for periods prior
to the License Closing Date;


 


(g)           all Accounts Receivable;


 


(h)           all rights and claims of Sellers
whether mature, contingent, or otherwise, whether in tort, contract, or
otherwise, against third parties relating to the Assets or the operation of the
Station prior to the First Closing Date, or the License Assets prior to the
License Closing Date;


 


(i)            any Contracts which are not Assumed
Contracts;


 


(j)            all of each Sellers’ deposits and
prepaid expenses; provided any deposits and prepaid expenses shall be
included in the Assets to the extent that Sellers receive a credit therefor in
the proration of the Purchase Price pursuant to Section 2.3(a);


 


(k)           all rights of Sellers under or
pursuant to this Agreement (or any other agreements contemplated hereby);


 


(l)            all rights to the names “Sinclair,” “Sinclair
Broadcast Group,” “Sinclair Communications,” “Sinclair Television,” and any
logo or variation thereof and goodwill associated therewith;


 


(m)          any and all assets related to any
television broadcast station other than Station owned or operated by SBG or its
direct or indirect subsidiaries as described on Schedule 2.2(m);
and


 


(n)           network compensation paid to SBG by
WB following the date hereof solely in return for the agreement entered into on
July 4, 1997, between SBG and WB pursuant to which SBG agreed to affiliate the
Station and certain of its other television broadcast stations with WB.


 


2.3.          Purchase Price.  The purchase price of the Assets (the “Purchase
Price”) shall be Thirty Three Million Five Hundred Thousand Dollars
($33,500,000.00) adjusted as provided below:


 


(a)           Prorations.  The Purchase Price shall be prorated and
adjusted pursuant to this Section 2.3 after each of the First Closing and the
License Asset Closing.  The Purchase
Price shall be increased or decreased as required to effectuate the proration
of revenues and expenses.  All revenues
and all expenses arising from the operation of the Station relating to the
Non-License Assets or the License Assets, as applicable, including tower
rental, business and license fees, utility charges, real and personal property
taxes and assessments levied against the Assets, property and equipment
rentals, applicable copyright or other fees, sales and service


 


9





















 


charges, payments due
under film or programming license agreements, taxes (except for taxes arising
from the transfer of the Assets under this Agreement), and vacation and
personal leave pay shall be prorated between Buyer and Sellers as of the First
Closing or the License Assets Closing, as applicable, in accordance with the
principle that Sellers shall receive all revenues and shall be responsible for
all expenses, costs, and liabilities allocable to the operation of the Station
for the period prior to the Effective Time, Buyer shall receive all revenues
and shall be responsible for all expenses, costs, and obligations allocable to
the operation of the Station for the period after the FCC Effective Time, and
all revenues and all expenses, costs, and liabilities arising with respect to
the operation of the Station during the period between the Effective Time and
the FCC Effective Time shall be allocated between Buyer and Sellers in
accordance with the terms of the JSA, subject to the following:


 


(i)            There shall be no adjustment for,
and Sellers shall remain solely liable with respect to, any Contracts not
included in the Assumed Contracts and any other obligation or liability not
being assumed by Buyer in accordance with Section 2.5.  An adjustment and proration shall be made in
favor of Buyer to the extent that Buyer assumes any liability under any Assumed
Contract to refund (or to credit against payments otherwise due) any security
deposit or similar prepayment paid to Sellers by any lessee or other third
party.  An adjustment and proration shall
be made in favor of Sellers to the extent Buyer receives the right to receive a
refund (or to a credit against payments otherwise due) under any Assumed
Contract to any security deposit or similar prepayment paid by or on behalf of
Sellers.


 


(ii)           An adjustment and proration shall be
made in favor of Sellers for the amount, if any, by which the value of the
goods or services to be received by the Station under its trade or barter
agreements as of the Effective Time or the FCC Effective Time, as applicable,
for the Station exceeds by more than Fifty Thousand Dollars ($50,000) the value
of any advertising time remaining to be run by the Station as of the Effective
Time or the FCC Effective Time, as applicable. 
An adjustment and proration shall be made in favor of Buyer to the
extent that the amount of any advertising time remaining to be run by the
Station under its trade or barter agreements as of the Effective Time or the
FCC Effective Time, as applicable, exceeds by more than Fifty Thousand Dollars
($50,000) the value of the goods or services to be received by the Station as
of the Effective Time or the FCC Effective Time, as applicable.


 


(iii)          There shall be no proration for program
barter.


 


(iv)          An adjustment and proration shall be
made in favor of Sellers for the amount, if any, of prepaid expenses and other
current assets which are paid by Sellers to the extent such prepaid expenses
and other current assets relate to the period after the Effective Time or the
FCC Effective Time, as applicable.


 


(v)           There shall be no adjustment for, and
Sellers shall remain solely liable with respect to, any employee benefits or
compensation, including wages (including bonuses which constitute wages),
salaries and accrued vacation due to any employee of Sellers, except that an
adjustment and proration in favor of the Buyer shall be made for vacation pay
and personal leave pay liabilities accrued but unused as of Closing by the
Transferred Employees.


 


10





















 


(b)           Manner of Determining Adjustments.  The Purchase Price, taking into account the
adjustments and prorations pursuant to Section 2.3(a), will be determined in
accordance with the following procedures:


 


(i)            Sellers shall prepare and deliver to
Buyer on the First Closing Date and the License Closing Date, as applicable, a
preliminary settlement statement which shall set forth Sellers’ good faith
estimate of the adjustments to the Purchase Price under Section 2.3(a).  Such preliminary settlement statement shall
(A) contain all information reasonably necessary to determine the adjustments
to the Purchase Price under Section 2.3(a), to the extent such adjustments can
be determined or estimated as of the date of the preliminary settlement
statement, and such other information as may be reasonably requested by Buyer,
and (B) be certified by Sellers to be true and complete to Sellers’ Knowledge
as of the date thereof.


 


(ii)           Not later than ninety (90) days after
the First Closing Date or the License Closing Date, as applicable, Buyer will
deliver to Sellers a statement setting forth Buyer’s determination of the
Purchase Price which was due on such date and the calculation thereof pursuant
to Section 2.3(a).  Buyer’s statement (A)
shall contain all information reasonably necessary to determine the adjustments
to the Purchase Price under Section 2.3(a), and such other information as may
be reasonably requested by Sellers, and (B) shall be certified by Buyer to be
true and complete to Buyer’s Knowledge as of the date thereof.  If Sellers dispute the amount of the Purchase
Price determined by Buyer, they shall deliver to Buyer within thirty (30) days
after receipt of Buyer’s statement a statement setting forth their
determination of the amount of the Purchase Price.  If Sellers notify Buyer of its acceptance of
Buyer’s statement or if Sellers fail to deliver their statement within the
thirty (30) day period specified in the preceding sentence, Buyer’s
determination of the Purchase Price shall be conclusive and binding on the
parties as of the last day of the thirty (30) day period.


 


(iii)          Buyer and Sellers shall use good faith
efforts to resolve any dispute involving the determination of the Purchase
Price.  If the parties are unable to
resolve the dispute within forty five (45) days following the delivery of Buyer’s
statement pursuant to Section 2.3(b)(ii), Buyer and Sellers shall jointly
designate an independent certified public accountant not regularly servicing
either Sellers or Buyer within the last five (5) years who shall be
knowledgeable and experienced in the operation of television broadcasting
stations to resolve the dispute.  If the
parties are unable to agree on the designation of an independent certified public
accountant, the selection of the accountant to resolve the dispute shall be
submitted to arbitration to be held in Baltimore, Maryland in accordance with
the commercial arbitration rules of the American Arbitration Association.  The accountant’s resolution of the dispute
shall be final and binding on the parties, and a judgment may be entered
thereon in any court of competent jurisdiction. 
Any fees of this accountant and, if necessary, for arbitration to select
such accountant shall be divided equally between the parties.


 


2.4.          Payment of Purchase Price. 
The Purchase Price shall be paid by Buyer to Sellers as follows:


 


(a)           Payment
of Estimated Purchase
Price at First Closing. 
The sum of Twenty Six Million Eight Hundred Thousand Dollars
($26,800,000), adjusted by the estimated


 


11





















 


adjustments pursuant to
Section 2.3(a), as set forth in Sellers’ preliminary settlement statement
pursuant to Section 2.3(b)(i), is referred to as the “Estimated Purchase
Price”.  At the First Closing, Buyer
shall pay or cause to be paid to Sellers the Estimated Purchase Price by wire
transfer of same-day funds pursuant to wire transfer instructions, furnished by
Non License Seller to Buyer.


 


(b)           Payments
of Purchase Price with
Respect to License Assets. 
The portion of the Purchase Price allocated to the License Assets shall
be Six Million Seven Hundred Thousand Dollars ($6,700,000) (the “License
Price”), provided, however, if Buyer shall exercise its
option to extend the termination date of this Agreement to the tenth (10th)
anniversary of the date hereof pursuant to Section 8.1 and shall pay or
caused to be paid to Sellers the amount of Three Million Three Hundred Fifty
Thousand Dollars ($3,350,000) as required thereunder, then such extension
payment shall be credited to the payment of the License Price, and the balance
of the License Price due at the License Closing shall be Three Million Three
Hundred Fifty Thousand Dollars ($3,350,000). 
At the License Closing, Buyer shall pay or cause to be paid to the
License Seller the License Price (or if applicable the balance thereof) by wire
transfer of same-day funds pursuant to wire transfer instructions furnished by
License Seller to Buyer.


 


(c)           Payments to Reflect Adjustments.  The Purchase Price, as finally determined
pursuant to Section 2.3(b), shall be paid as follows:


 


(i)            If the Purchase Price, as finally
determined pursuant to Section 2.3(b), exceeds the Estimated Purchase
Price and the License Price, Buyer shall pay to Sellers in immediately
available funds within five (5) business days after the date on which the
Purchase Price is determined pursuant to Section 2.3(b) the difference between
the Purchase Price and the sum of the Estimated Purchase Price and the License
Price.


 


(ii)           If the Purchase Price, as finally
determined pursuant to Section 2.3(b), is less than the sum of the
Estimated Purchase Price and the License Price, Sellers shall pay to Buyer in
immediately available funds within five (5) business days after the date on
which the Purchase Price is determined pursuant to Section 2.3(b) the
difference between the Purchase Price and the sum of the Estimated Purchase
Price and the License Price.


 


2.5.          Assumption
of Liabilities and
Obligations.  Buyer shall
assume and undertake to pay, discharge, and perform all obligations and
liabilities of the Sellers with respect to (a) the Non-License Assets,
including the FC Assumed Contracts (subject to Section 5.9 hereof), as of
the First Closing Date to the extent that either (i) the obligations and
liabilities relate to the time after the Effective Time, or (ii) the Purchase
Price was reduced pursuant to Section 2.3(a) as a result of the proration
of such obligations and liabilities, and (b) the License Assets, including
the LC Assumed Contracts (subject to Section 5.9 hereof) and the FCC
Licenses, as of the License Closing Date to the extent that either (i) the
obligations and liabilities relate to the time after the FCC Effective Time, or
(ii) the Purchase Price was reduced pursuant to Section 2.3(a) as a result
of the proration of such obligations and liabilities.  Buyer shall not assume any other obligations
or liabilities of Sellers, including (1) any obligations or liabilities with respect
to any Excluded Asset, including any obligations or liabilities under any
Contract not included in the Assumed Contracts, (2) any obligations or
liabilities under the FC Assumed Contracts relating to


 


12





















 


the period prior to the
Effective Time or under the LC Assumed Contracts relating to the period prior
to the FCC Effective Time, subject to Section 5.9 hereof, except insofar
as an adjustment therefor is made in favor of Buyer under Section 2.3(a), (3)
any claims or pending litigation or proceedings relating to the operation of
the Station prior to the First Closing Date, (4) any obligations or liabilities
of Sellers under any employee pension, retirement, or other benefit plans, or
(5) all taxes in connection with the operation of the Station prior to the
Effective Time or the FCC Effective Time (as appropriate).  The foregoing provisions of this
Section 2.5 shall be subject to the terms of the JSA with respect to the
payment, discharge, and performance of all obligations and liabilities that arise
with respect to the operation of the Station during the period between the
Effective Time and the FCC Effective Time.


 


SECTION
3

REPRESENTATIONS AND WARRANTIES OF SELLERS


 


Each Seller represents
and warrants to Buyer as follows:


 


3.1.          Organization
and Authority of
Sellers.  License Seller
and Non-License Seller are corporations formed under the laws and qualified to
do business in the states listed in Schedule 3.1, in each case duly
organized, in good standing, and validly existing under the laws of each such
state.  Each Seller has the requisite
corporate power and authority to own, lease, and operate its properties, to
carry on its business in the places where such properties are now owned,
leased, or operated and such business is now conducted, and to execute,
deliver, and perform this Agreement and the documents contemplated hereby
according to their respective terms. 
Each Seller is duly qualified and in good standing in the jurisdiction
of incorporation disclosed above. 
Neither Seller is a participant in any joint venture or partnership with
any other Person with respect to any part of the operations of the Station or
any of the Assets.


 


3.2.          Authorization
and Binding Obligation.  The execution, delivery, and performance of
this Agreement by each Seller have been duly authorized by all necessary
corporate action on the part of each Seller. 
This Agreement has been duly executed and delivered by each Seller and
constitutes its legal, valid, and binding obligation, enforceable against it in
accordance with its terms, except as the enforceability of this Agreement may
be affected by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally and by judicial discretion in the enforcement of equitable
remedies.


 


3.3.          Absence of Conflicting Agreements; Consents.  Subject to obtaining the Consents listed on Schedule
3.3, the execution, delivery, and performance by each Seller of this
Agreement and the documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (a) do not and will not require the
consent of any third party; (b) does not and will not conflict with any
provision of the Articles of Incorporation of either Seller; (c) does not and
will not conflict with, result in a breach of, or constitute a default under
any applicable law, judgment, order, ordinance, injunction, decree, rule,
regulation, or ruling of any court or governmental instrumentality; (d) does
not and will not conflict with, constitute grounds for termination of, result
in a material breach of, by the terms of any material agreement, instrument,
license, or permit to which either Seller is a party or by which either Seller
may be bound legally; and (e) does not and will not create any Lien upon any of
the Assets.  Except for the


 


 


13





















 


FCC Consent provided for
in Section 5.1 and the other Consents described in Schedule 3.3, no
consent, approval, permit, or authorization of, or declaration to, or filing
with any governmental or regulatory authority or any other third party is
required (a) to consummate this Agreement and the transactions contemplated
hereby, or (b) to permit Sellers to transfer and convey the Assets to
Buyer.  (For purposes of the making of
the representations and warranties in this Section as of the License Closing,
the term “Assets” shall refer to the “License Assets.”)


 


3.4.          Governmental Licenses.


 


(a)           Schedule 3.4(a) includes a
true and complete list of the Licenses. 
Sellers have provided to Buyer true and complete copies of the Licenses
(including any amendments and other modifications thereto).  The Licenses have been validly issued, and
the License Seller is the authorized legal holder of the Licenses.  The Licenses listed on Schedule 3.4(a)
comprise all of the material licenses, permits, and other authorizations
required from any governmental or regulatory authority for the lawful conduct
in all material respects of the business and operations of the Station in the
manner and to the full extent they are now conducted, and none of the Licenses
is subject to any unusual or special restriction or condition that could
reasonably be expected to limit the full operation of the Station as now
operated.  The Licenses are in full force
and effect, and the conduct of the business and operations of the Station is,
in all material respects, in accordance therewith.  Sellers have no reason to believe that, under
existing law, rules, regulations, policies, and procedures of the FCC, any of
the FCC Licenses would not be renewed by the FCC or other granting authority in
the ordinary course.


 


(b)           Except as described on Schedule
3.4(b), no action or proceeding is pending or, to the Knowledge of the
Sellers, threatened before the FCC or any other governmental authority to
revoke, refuse to renew or modify the FCC Licenses, or other authorizations of
the Station and, to Sellers’ Knowledge, no event has occurred which permits, or
after notice or lapse of time or both would permit, the revocation,
cancellation, or recission of any of the FCC Licenses.  There is not now issued, outstanding or
pending, or to the Knowledge of Sellers, threatened, by or before the FCC, any
order to show cause, notice of violation, notice of apparent liability, or
notice of forfeiture or complaint against Sellers with respect to the Station.


 


3.5.          Real Property.  Sellers do not own any fee interests in real
property.  Schedule 3.5
contains a complete and accurate description of all Real Property Interests
(including street address, legal description, where known, owner, and Sellers’
use thereof).  The Real Property
Interests listed on Schedule 3.5 comprise all interests in real property
necessary to conduct the business and operations of the Station as now
conducted.  Except as described on Schedule
3.5, Non-License Seller owns and has good leasehold title to each Real
Property Interest, and none of the Real Property Interests held by Non-Licensee
Seller is subject to any Lien, except for Permitted Encumbrances.  With respect to each leasehold or
subleasehold interest included in the Real Property Interests, so long as
Sellers fulfill their obligations under the lease therefor, Sellers have
enforceable rights to nondisturbance and quiet enjoyment against its lessor or
sublessor and, to the Knowledge of Sellers, except as set forth in Schedule
3.5, no third party holds any interest in the leased premises with the
right to foreclose upon Sellers’ leasehold or subleasehold interest.  Sellers have legal and practical access to
all of the Real


 


14





















 


Property Interests.  All towers, guy anchors, buildings, and other
improvements included in the Assets are located entirely on the Real Property
Interests listed in Schedule 3.5. 
All Real Property Interests (a) are in good condition and repair
consistent with its present use, (b) available for immediate use in the conduct
of the business and operations of the Station, and (c) comply in all material
respects with all applicable material building or zoning codes and the laws and
regulations of any governmental authority having jurisdiction except to the
extent that the current use by Sellers, while permitted, constitutes or would
constitute a “nonconforming use” under current zoning or land use regulations.


 


3.6.          Tangible
Personal Property.  Schedule
3.6 lists all material items of Tangible Personal Property with those items
marked with an asterisk on Schedule 3.6 consisting of the Tangible
Personal Property which is part of the License Assets.  The Tangible Personal Property listed on Schedule
3.6 comprises all material items of tangible personal property necessary to
conduct the business and operations of the Station as now conducted.  Except as described in Schedule 3.6,
Sellers own and have good title to each item of Tangible Personal Property, and
none of the Tangible Personal Property owned by Sellers is subject to any Lien,
except for Permitted Encumbrances.  With
allowance for normal repairs, maintenance, wear, and obsolescence, each
material item of Tangible Personal Property is in good operation, condition,
and repair and is available for immediate use in the business and operations of
the Station.  All material items of
transmitting and studio equipment included in the Tangible Personal Property
have been maintained in a manner consistent with generally accepted standards
of good engineering practice and will permit the Station and any unit
auxiliaries thereto to operate in accordance with the terms of the FCC Licenses
and the rules and regulations of the FCC and in all material respects with all
other applicable federal, state, and local statutes, ordinances, rules, and
regulations.


 


3.7.          Contracts.  Schedule 3.7 is a true and complete
list of all Contracts which either (a) have a remaining term of more than one
year after the date hereof, or (b) require expenditures in excess of Ten
Thousand Dollars ($10,000.00) individually in any calendar year after the
Effective Time, except contracts with advertisers for production or the sale of
advertising time on the Station for cash that may be canceled by Sellers
without penalty on not more than ninety (90) days’ notice.  Sellers have delivered to Buyer true and
complete copies of all written Assumed Contracts (including any amendments and
other modifications to such Contracts). 
Other than the Contracts listed on Schedule 3.7, Sellers require
no contract, lease, or other agreement to enable them to carry on their
business in all material respects as now conducted.  All of the Contracts are in full force and
effect and are valid, binding, and enforceable in accordance with their terms
and, with respect to each Contract, there exists no material default on the
part of Sellers or, to the Knowledge of Sellers, the other parties
thereto.  Except as disclosed on Schedule
3.7, other than in the ordinary course of business, Sellers do not have
Knowledge of any intention by any party to any Contract (a) to terminate such
Contract or amend the terms thereof, (b) to refuse to renew the Contract upon
expiration of its term, or (c) to renew the Contract upon expiration only on
terms and conditions that are more onerous than those now existing.  Except for the need to obtain the Consents
listed on Schedule 3.3, the sale and transfer of the Assets in
accordance with this Agreement will not affect the validity, enforceability, or
continuation of any of the Contracts.


 


15





















 


3.8.          Intangibles.  Schedule 3.8 is a true and complete
list of all Intangibles (exclusive of Licenses listed in Schedule 3.4(a))
that are required to conduct the business and operations of the Station as now
conducted.  Sellers have provided to
Buyer copies of all documents establishing or evidencing the Intangibles listed
on Schedule 3.8.  Other than with
respect to matters generally affecting the television broadcasting industry and
not particular to Sellers, to Sellers’ Knowledge, Sellers are not, nor have
Sellers received any notice or demand alleging that Sellers are infringing upon
or otherwise acting adversely to any trademarks, trade names, service marks,
service names, copyrights, patents, patent applications, know-how, methods, or
processes owned by any other Person, and there is no claim or action pending
or, to the Knowledge of Sellers, threatened with respect thereto.


 


3.9.          Title to Properties.  Except as disclosed in Schedules 3.5 or
3.6, Sellers have good and marketable title to or have valid leasehold
interest in the Assets subject to no Liens, except for Permitted
Encumbrances.  (For purposes of the
making of the representations and warranties in this Section as of the License
Closing, the term “Assets” shall refer to the “License Assets.”)


 


3.10.        Financial Statements.  Sellers have furnished Buyer with true and
complete copies of unaudited financial statements of the Station containing a
balance sheet, statement of income, and statement of cash flows as at and for
the fiscal year ended December 31, 2003, and an unaudited balance sheet and
statement of income as at and for the nine (9) months ended September 30,
2004 (collectively, the “Financial Statements”).  The Financial Statements have been prepared
from the books and records of Sellers and have been prepared in a manner
consistent with generally accepted accounting principles (except for the
absence of footnotes and certain year-end adjustments, none of which are
material).  Except as indicated on Schedule 3.10,
the Financial Statements accurately reflect the books, records, and accounts of
Sellers, present fairly the financial condition of the Station as at its
respective dates and the results of operations for the periods then ended, and
none of the Financial Statements understates in any material respect the true
costs and expenses of conducting business or operations of the Station as
currently conducted by Sellers or otherwise materially inaccurately reflects
the operations of the Station.


 


3.11.        Taxes.  Except as set forth in Schedule 3.11,
Sellers have filed or caused to be filed all Tax Returns that are required to
be filed with respect to their ownership and operation of the Station, and have
paid or caused to be paid all taxes shown on those returns or on any tax
assessment received by it to the extent that such Taxes have become due, or
have set aside on their books adequate reserves (segregated to the extent
required by generally accepted accounting principles) with respect
thereto.  Such Tax Returns are true and
complete in all material respects.  There
are no legal, administrative, or tax proceedings pursuant to which Sellers are
or could be made liable for any Taxes, penalties, interest, or other charges,
the liability for which could extend to Buyer as transferee of the business of
the Station, and no event has occurred that could impose on Buyer any
transferee liability for any Taxes, penalties, or interest due or to become due
from Sellers.


 


3.12.        Insurance.  Schedule 3.12 is a true and complete
list of all insurance policies of or covering the Assets.  All policies of insurance listed in Schedule
3.12 are in full force and


 


16





















 


effect.  During the past three (3) years, no insurance
policy of Sellers or the Station has been cancelled by the insurer, and no
application of Sellers for insurance has been rejected by any insurer.


 


3.13.        Reports.  All material returns, reports, and statements
that the Station is currently required to file with the FCC or Federal Aviation
Administration have been filed, all reporting requirements of the FCC and
Federal Aviation Administration have been complied with in all material
respects, including, without limitation, items required to be placed in the
Station’s public inspection file.  All of
such returns, reports, and statements, as filed, which relate to the Station,
to Sellers’ Knowledge, satisfy all applicable legal requirements.


 


3.14.        Personal and Employee Benefits.


 


(a)           Employees
and Compensation.  Schedule
3.14 contains a true and complete list of all employees of Sellers or their
Affiliates who are employed at the Station as of the date hereof (collectively,
the “Employees”) and indicates the salary or hourly wage to which each
such Employee is currently entitled (limited in the case of Employees who are
compensated on a commission basis to a general description of the manner in
which such commissions are determined), any bonus for which the Employee may be
eligible, the date of hire, and Employee’s title.  Schedule 3.14 includes all Employees
of Sellers who are on leave pursuant to the Family Medical Leave Act of 1993 or
otherwise and indicates whether such leave is paid or unpaid and when such
leave commenced.  Schedule 3.14
also contains a true and complete list of all employee benefit plans or
arrangements covering any of the Employees, including any:


 


(i)  “employee welfare benefit plan,” as defined
in Section 3(1) of ERISA, that is maintained or administered by Sellers or any
Affiliate for the benefit of, or to which Sellers or any Affiliate contribute
or are required to contribute on behalf of, any Employees (a “Welfare Plan”);


 


(ii)  “multiemployer pension plan,” as defined in
Section 3(37) of ERISA, that is maintained or administered by Sellers or any
Affiliate for the benefit of, or to which Sellers or any Affiliate contribute
or are required to contribute on behalf of, any Employees (a “Multiemployer
Plan”);


 


(iii)  “employee pension benefit plan,” as defined
in Section 3(2) of ERISA (other than a Multiemployer Plan), that is maintained
or administered by Sellers or any Affiliate for the benefit of, or to which
Sellers or any Affiliate contribute or are required to contribute on behalf of,
any Employees (a “Pension Plan”);


 


(iv)  employee plan that is maintained in
connection with any trust described in Section 501(c)(9) of the Code, as
amended, which benefits any
Employee or any Employee’s dependents or beneficiaries (together with the Welfare Plans,
Multiemployer Plans and Pension Plans, the “Benefit Plans”); and


 


(v)  employment, severance, or other similar
contract, arrangement, or policy and each plan or arrangement (written or oral)
providing for insurance coverage


 


17





















 


(including any
self-insured arrangements), workers’ compensation, disability benefits,
supplemental unemployment benefits, vacation benefits, sick pay benefits,
personal leave benefits, or retirement benefits or for deferred compensation,
profit sharing, bonuses, stock options, stock appreciation rights, stock
purchases, or other forms of incentive compensation or post-retirement
insurance, compensation or benefits that (A) is not a Benefit Plan, and (B) is
entered into, maintained, contributed to, or required to be contributed to by
either Seller or any Affiliate, or under which either Seller or any Affiliate
has any liability (collectively, “Benefit Arrangements”).


 


(b)           Pension Plans.  Sellers do not sponsor, maintain, or
contribute to any Pension Plan other than the Sinclair Broadcast Group 401(k)
Profit Sharing Plan which is a defined contribution profit sharing plan under
the terms of Section 412(h)(1) of the Code. 
Such Pension Plan is currently, and has been, maintained in substantial
compliance with its terms and, both as to form and in operation, with all
material requirements prescribed by any and all statutes, orders, rules, and
regulations that are applicable to such plans, including ERISA and the Code.


 


(c)           Welfare Plans.  Each Welfare Plan is currently, and has been,
maintained in substantial compliance with its terms and both as to form and in
operation with all material requirements prescribed by any and all statutes,
orders, rules, and regulations that are applicable to such plans, including
ERISA and the Code.  Sellers do not
sponsor, maintain, or contribute to any Welfare Plan that provides health or
death benefits to former employees of the Station other than as required by
Section 4980B of the Code.


 


(d)           Compliance.  No Pension Plan has been terminated; and
there have been no reportable events (within the meaning of § 4043 of Subtitle
C of ERISA) with respect to any Pension Plan or Benefit Plan.  Neither Sellers, nor to Sellers’ Knowledge,
any plan fiduciary has engaged in any non-exempt “prohibited transactions” as
defined in Section 406 of ERISA or Section 4975 of the Code with respect to any
Benefit Plan.


 


(e)           Benefit Arrangements.  Each Benefit Arrangement has been maintained
in substantial compliance with its terms and with the material requirements
prescribed by all statutes, orders, rules, and regulations that are applicable
to such Benefit Arrangement.  Except for
those employment agreements listed on Schedule 3.7, Sellers have no
written or oral contract prohibiting Seller from terminating any Employee
without prior notice and without liability for any penalty or continuing
obligation to such Employee (including, for example, severance pay).


 


(f)            Multiemployer Plans.  Neither Sellers nor any Affiliates have at
any time contributed to, or been required to contribute to, any Multiemployer
Plan on behalf of any Employees.


 


(g)           Delivery of Copies of Relevant Documents and Other Information.  Sellers have delivered or made available to
Buyer true and complete copies of each of the following documents:


 


18





















 


(i)            each Welfare Plan and Pension Plan,
including any amendments thereto (and, if applicable, related insurance
agreements, trust agreements, annuity contracts, or other funding instruments),
and any written descriptions thereof that have been distributed to Employees,
including the current summary plan description, any summary of material
modifications, and any enrollment forms; and


 


(ii)           each Benefit Arrangement, including
any amendments thereto (and if applicable, any funding instruments), and any
written descriptions thereof that have been distributed to Employees and
complete descriptions of any Benefit Arrangement that is not in writing.


 


(h)           Labor Relations.  Except as set forth in Schedule 3.14,
no Seller is a party to or subject to any collective bargaining agreement or
written or oral agreement with respect to the employment of any Employee, and
no Seller is a party to any oral or written consulting or other agreement with
respect to the personal services of any person who would be an Employee but for
the fact that his status is that of an independent contractor.  With respect to the Employees, Sellers have
complied in all material respects with all laws, rules, and regulations
relating to the employment of labor, including those related to wages, hours,
collective bargaining, occupational safety, discrimination, and the payment of
social security and other payroll related taxes, and have not received any
notice alleging that any Seller has failed to comply with any such laws, rules,
or regulations.  Except as set forth in Schedule 3.14,
no controversies, disputes or proceedings are pending or, to the Knowledge of
Sellers, threatened between any Seller and Employee (singly or
collectively).  Except as set forth on Schedule
3.14, no labor union or other collective bargaining unit represents or
claims to represent any of the Employees. 
To the Knowledge of the Sellers, there is no union campaign being conducted
to solicit cards from any Employees to authorize a union to represent any of
the Employees or to request a National Labor Relations Board certification
election with respect to any Employees.


 


3.15.        Claims and Legal Actions.  Except as disclosed on Schedule 3.15
and except for any FCC rulemaking proceedings generally affecting the
television broadcasting industry and not particular to Sellers, as of the First
Closing, and if, and only if, the License Closing occurs on or prior to the
first anniversary of the First Closing, as of the License Closing, there is no
claim, legal action, counterclaim, suit, arbitration, or other legal,
administrative, or tax proceeding, nor any order, decree, or judgment, in
equity or at law, in progress or pending or, to the Knowledge of Sellers,
threatened against or relating to the Assets or the business or operations of
the Station, or which seeks to enjoin or obtain damages in respect to the
transactions completed hereby, nor does any Seller know of any basis for the same.  Neither Seller has received any Judgment
against or affecting either Seller for the operation of such Seller’s business
except (i) for FCC and other governmental orders, decrees and actions
which apply to the television broadcasting industry generally, or (ii) as
set forth on Schedule 3.15 hereto.


 


3.16.        Environmental Matters.


 


(a)           Sellers are in compliance in all
material respects, and to Sellers’ Knowledge, the Real Property Interests are
in compliance, with all laws, rules, and regulations of all federal, state, and
local governments (and all agencies thereof) concerning the environment,


 


19





















 


public health and safety,
and employee health and safety (“Environmental Laws”), and no charge,
complaint, action, suit, proceeding, hearing, claim, demand, or notice has been
filed or commenced against either Seller alleging any failure to comply with
any such law, rule, or regulation.


 


(b)           Sellers have obtained and currently
maintain all material permits, licenses, and other authorizations that are
required under all Environmental Laws.


 


(c)           With respect to the period during
which Sellers have occupied the Real Property Interests and, to the Knowledge
of Sellers, with respect to the time before Sellers occupied any Real Property
Interests, no person has caused or permitted Hazardous Materials to be stored,
deposited, treated, recycled, or disposed of, on, under, or at any Real
Property Interests leased, used, or occupied by Sellers which Hazardous
Materials, if known to be present, would require cleanup, removal, or some
other remedial action under any Environmental Laws.


 


(d)           To the Knowledge of Sellers, there
are not now, nor have there previously been, tanks, or other facilities on,
under or at the Real Property Interests which contained any Hazardous Materials
which, if known to be present in soils or ground water, would require cleanup,
removal, or some other remedial action under Environmental Laws.


 


(e)           To the Knowledge of Sellers, there
are no conditions existing currently at the Real Property leased, used, or
occupied by Sellers which would subject Sellers to damages, penalties,
injunctive relief, or cleanup costs under any Environmental Laws or which
require cleanup, removal, remedial action, or other response pursuant to
Environmental Laws by Sellers.


 


(f)            To the Knowledge of Sellers, the
operation of the Station does not exceed the permissible levels of exposure to
RF radiation specified in the FCC’s current rules, regulations, and policies
concerning RF radiation.


 


3.17.        Compliance with Laws.  Sellers comply and have complied in all
material respects with the Licenses and all federal, state and local laws,
rules, regulations and ordinances applicable or relating to the ownership and
operation of the Station, and to Sellers’ knowledge, neither Seller has
received any written notice of any Action pending or threatened alleging
non-compliance therewith.


 


3.18.        Conduct
of Business in Ordinary
Course.  Since September
30, 2004, Sellers have conducted their business and operations consistent in
all material respects with past practices and, except as disclosed in Schedule
3.18, have not:


 


(a)           made any material increase in
compensation payable or to become payable to any of its employees other than
those in the normal and usual course of business or in connection with any
change in an employee’s responsibilities or any bonus payment made or promised
to any of its Employees or any material change in personnel policies, employee
benefits, or other compensation arrangements affecting its Employees;


 


20





















 


(b)           made any sale, assignment, lease or
other transfer of assets other than in the normal and usual course of business;


 


(c)           canceled any debts owed to or claims
held by Sellers except in the normal and usual course of business;


 


(d)           made any changes in Sellers’
accounting practices;


 


(e)           suffered any write-down of the value
of any Assets or any material write-off as uncollectable of any accounts
receivable which individually or in the aggregate is material;


 


(f)            transferred or granted any right
under or entered into any settlement regarding the breach or infringement of
any license, patent, copyright, trademark, trade name, franchise or similar
right, or modified any existing rights;


 


(g)           amended or terminated any Contract or
License to which any Seller is a party except in the ordinary course of
business;


 


(h)           lowered in any material respects the
advertising rates of the Station in a manner not consistent with past practices
or not reflective of current market conditions;


 


(i)            received notice from any sponsor or
any customer as to the sponsor’s or customer’s intention not to conduct
business with the Station, the result of which loss or losses of business,
individually, or in the aggregate, has had, or could reasonably be expected to
have, a Material Adverse Effect;


 


(j)            suffered any Material Adverse
Effect.


 


3.19.        Transactions
with Affiliates. 
Except as disclosed in the Financial Statements or as described herein,
neither Seller has been involved in any business arrangement or relationship
with any Affiliate of Sellers, and no Affiliate of Sellers owns any property or
right, tangible or intangible, relating to or that is used in the business of
the Station.


 


3.20.        Broker.  Neither Sellers nor any Person acting on
their behalf has incurred any liability for any finders’ or brokers’ fees or
commissions in connection with the transactions contemplated by this Agreement.


 


SECTION
4

REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer represents and
warrants to Sellers as follows:


 


4.1.          Organization, Standing, and Authority.  Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Iowa and
has the requisite corporate power and authority to execute, deliver, and
perform this agreement and the documents contemplated hereby according to their
respective terms and to own the Assets.


 


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4.2.          Authorization
and Binding Obligation.  The execution, delivery, and performance of
this Agreement by Buyer have been duly authorized by all necessary corporate
action on the part of Buyer.  This
Agreement has been duly executed and delivered by Buyer and constitutes a legal,
valid, and binding obligation of Buyer enforceable against Buyer in accordance
with its terms, except as the enforceability of this Agreement may be affected
by bankruptcy, insolvency, or similar laws affecting creditors’ rights
generally and by judicial discretion in the enforcement of equitable remedies.


 


4.3.          Absence of Conflicting Agreements and Required Consents.  Subject to obtaining the Consents listed on Schedule
3.3, the execution, delivery, and performance by Buyer of this Agreement
and the documents contemplated hereby (with or without the giving of notice,
the lapse of time, or both):  (a) do not
require the consent of any third party that has not been obtained; (b) will not
conflict with the Certificate or Articles of Incorporation or Bylaws of Buyer;
(c) will not conflict with, result in a breach of, constitute a default under,
any applicable law, judgment, order, ordinance, injunction, decree, rule,
regulation, or ruling of any court or governmental instrumentality; and (d)
will not conflict with, constitute grounds for termination of, result in a
breach of, constitute a default under, or accelerate or permit the acceleration
of any performance required by the terms of any agreement, instrument, license,
or permit to which Buyer is a party or by which Buyer may be bound.  Except for the FCC Consent provided for in
Section 5.1, or such consents, approvals, permits or authorizations that have
been obtained, no consent, approval, permit, or authorization of, or
declaration to, or filing with any governmental or regulatory authority or any
other third party is required (i) to consummate this Agreement and the
transactions contemplated hereby, or (ii) to permit Buyer to acquire the Assets
from Sellers or to assume certain liabilities and obligations of Sellers in
accordance with Section 2.5.  (For
purposes of the making of the representations and warranties in this Section as
of the License Closing, the term “Assets” shall refer to the “License Assets.”)


 


4.4.          Brokers.  Neither Buyer nor any person or entity acting
on its behalf has incurred any liability for any finders’ or brokers’ fees or
commissions in connection with the transactions contemplated by this Agreement.


 


4.5.          Qualifications of Buyer.  Except as disclosed in Schedule 4.5,
Buyer is and, pending the License Closing, will remain legally, financially,
and otherwise qualified under the Communications Act and all rules,
regulations, and polices of the FCC to acquire and operate the Station.  Except as disclosed in Schedule 4.5,
there are no facts or proceedings which would reasonably be expected to
disqualify Buyer under the Communications Act or otherwise from acquiring or
operating the Station or would cause the FCC not to approve the assignment of
the FCC Licenses to Buyer.  Except as disclosed
in Schedule 4.5, Buyer has no knowledge of any fact or circumstances
relating to Buyer or any of Buyer’s Affiliates that would reasonably be
expected to (a) cause the filing of any objection to the assignment of the FCC
License to Buyer, or (b) lead to a delay in the processing by the FCC of the
applications for such assignment.  Except
as disclosed in Schedule 4.5, no waiver of any FCC rule or policy is
necessary to be obtained for the grant of the applications for the assignment
of the FCC Licenses to Buyer, nor will processing pursuant to any exception or
rule of general applicability be requested or required in connection with the
consummation of the transactions herein; however, in the event such a


 


22





















 


waiver is necessary,
Buyer makes no representation or warranty that the FCC would grant such a
waiver.


 


4.6.          Compliance with Laws.  Except (i) as set forth in Schedule
4.6 hereto, or (ii) for such other non-compliance matters that,
individually or in the aggregate, would not reasonably be expected to interfere
in any material respect with Buyer’s ability to consummate the transactions
contemplated by this Agreement, on the License Closing Date Buyer shall be in
compliance with all applicable federal, state and local laws, rules, and regulations
and, to Buyer’s knowledge, Buyer has received no written notice of any Action
pending or threatened alleging non-compliance therewith.


 


4.7.          Claims and Legal Actions.  Except (i) for any FCC rulemaking
proceedings generally affecting the television broadcasting industry and not
particular to Buyer, (ii) as set forth on Schedule 4.7 hereto,
or (iii) for such other Actions that, individually or in the aggregate,
would not reasonably be expected to interfere in any material respect with
Buyer’s ability to consummate the transactions contemplated by this Agreement,
on the License Closing Date there shall be no pending or, to Buyer’s knowledge,
threatened suit, claim, action, proceeding, or arbitration relating to the
business or operations of the Buyer or which seeks to enjoin or obtain damages
in respect to the transactions completed hereby.  Buyer has received no Judgment against or
affecting Buyer for the operation of its business except (i) for FCC and
other governmental orders, decrees and actions which apply to the television
broadcasting industry generally, (ii) as set forth on Schedule 4.7
hereto, or (iii) for such other Judgments that, individually or in the
aggregate, would not reasonably be expected to interfere in any material
respect with Buyer’s ability of Buyer to consummate the transactions
contemplated by this Agreement.


 


SECTION
5

SPECIAL COVENANTS AND AGREEMENTS


 


5.1.          FCC Consent.


 


(a)           The purchase and sale of the License
Assets as contemplated by this Agreement is subject to the receipt of the FCC
Consent prior to the License Closing, including the grant of any waiver or
determination of the FCC that may be necessary under rules and policies of the
FCC in effect as of the date of the grant of such FCC Consent to permit Buyer
to hold the FCC Licenses for the Station, together with the license for
KCTV(TV), Kansas, City Missouri, without time limitation or any condition
requiring the future divestiture of either station (the “Ownership Waiver”).  Buyer and Sellers acknowledge that under
rules and policies of the FCC in effect as of the date of this Agreement, the
grant of an Ownership Waiver is required to obtain the FCC Consent for Buyer’s
purchase and sale of the License Assets.


 


(b)           Buyer shall provide Sellers written
notices regarding the financial and other information reasonably needed by
Buyer to prepare a request for an Ownership Waiver as soon as practicable.  Sellers shall use their commercially
reasonable efforts to provide such requested information to Buyer no later than
the later of fifteen (15) Business Days after the First Closing Date or ten
(10) Business Days after Sellers’ receipt of the last of such written
notices.  Sellers shall cooperate fully
with Buyer in the preparation of the Ownership Waiver.  Unless


 


23





















 


Seller is notified in
writing by Buyer that it requires additional time to consider the basis for the
Ownership Waiver, within ten (10) Business Days after Buyer receives all such
information from Sellers, Sellers and Buyer shall prepare and file with the FCC
an appropriate application for FCC Consent (the “FCC Application”),
which application shall include the Ownership Waiver.


 


(c)           If the FCC Application is not
submitted to the FCC as provided in Section 5.1(b), Buyer and Sellers
agree to submit the FCC Application for FCC Consent within ten (10) Business
Days after Sellers receive written notice from Buyer requesting that an
appropriate FCC Application be prepared, which written notice will be promptly
provided by Buyer upon receiving advice of its FCC counsel that it is more
likely than not that such FCC Application would be approved.  Such FCC Application may or may not include
the Ownership Waiver, as Buyer may determine to be necessary or appropriate
under the circumstances.


 


(d)           Following the filing of the FCC
Application, the parties shall prosecute the FCC Application with all
reasonable diligence and otherwise use their respective reasonable best efforts
to obtain a grant of the FCC Application as expeditiously as practicable.  Each party agrees to comply with any
condition imposed on it by the FCC Consent, except that no party shall be
required to comply with a condition if (i) the condition was imposed on it as
the result of a circumstance, the existence of which does not constitute a
breach by that party of any of its representations, warranties, or covenants
hereunder, and (ii) compliance with the condition would have a material adverse
effect upon it.  Buyer and Sellers agree
that any condition requiring the present or future divestiture of any rights of
Buyer or the Sales Agent (as defined in the JSA) in the Station or KCTV shall
constitute a condition materially adverse to Buyer and also a condition imposed
as the result of a circumstance, the existence of which does not constitute a
breach by Buyer of any of its representations, warranties, or covenants under
this Agreement.  Buyer and Sellers shall
oppose any petitions to deny or other objections filed with respect to the FCC
Application and any requests for reconsideration or judicial review of the FCC
Consent.


 


(e)           If the License Closing shall not have
occurred for any reason within the original effective period of the FCC Consent
and neither party shall have terminated this Agreement under Section 8, the parties
shall jointly request one or more extensions of the effective period of the FCC
Consent.  No extension of the effective
period of the FCC Consent shall limit the exercise by either party of its right
to terminate the Agreement under Section 8.


 


(f)            In the event the FCC Application is
denied or dismissed by the FCC, Buyer agrees to resubmit its application for
FCC Consent promptly upon receiving advice of its FCC counsel that it is more
likely than not that such resubmitted application would be approved.  In the event Buyer elects to seek
reconsideration or judicial review of any such denial or dismissal, Sellers
shall cooperate fully in the prosecution of such reconsideration or review.


 


5.2.          Covenants of Sellers.  Sellers covenant and agree from and after the
execution and delivery of this Agreement to and including the License Closing
Date, unless Buyer shall have otherwise given its prior written consent, as
follows:


 


(a)           Commercially
Reasonable Efforts.  Sellers will use their commercially
reasonable efforts to cause the transactions contemplated by this Agreement to
be consummated in accordance with the terms hereof.


 


24





















 


(b)           Ordinary Course.  Subject to the provisions of the JSA, each
Seller shall operate the Station and maintain the License Assets, including
equipment relating to the transmission of a digital broadcast signal, in the
ordinary course of business consistent with past practice, including
maintaining appropriate insurance for the License Assets, and maintaining and
repairing the Tangible Personal Property (with suitable replacements being
obtained as necessary with respect thereto). 
Each Seller shall use commercially reasonable efforts to keep its organization
intact, preserve and maintain the License Assets and the properties of the
Station, preserve the business and goodwill of suppliers, customers,
Governmental Authorities, and others dealing with such Seller.  Neither Seller shall create, assume, consent
to, or suffer to exist any Lien on any of the License Assets (other than
Permitted Encumbrances).  Each Sellers’
financial books and records shall be maintained in accordance with generally
accepted accounting principles, in the usual manner on a consistent basis with
prior years.


 


(c)           Compliance with Laws.  Each Seller shall comply in all material
respects with all Legal Requirements and Licenses applicable to such Seller,
the Station, or the conduct of the business.


 


(d)           Access.  Sellers shall give to Buyer and its agents
reasonable access during normal business hours to all of Sellers’ personnel,
premises, properties, assets, financial statements and records, books,
contracts, documents, and commitments of or relating to the Station that are in
Sellers’ possession or control, and shall furnish Buyer with all such
information concerning the affairs of the Station as Buyer may reasonably
request.  This shall specifically include
access to billing, customer service, and maintenance personnel and records.


 


(e)           No Inconsistent Action.  Sellers shall take no action that is
inconsistent with their obligations under this Agreement in any material
respect or that could be reasonably expected to hinder or delay the
consummation of the transactions contemplated by this Agreement.  Sellers shall not (i) sell, transfer, lease,
assign, or otherwise dispose of or distribute any of the License Assets except
in the ordinary course of business with suitable replacements being obtained
therefor; (ii) knowingly solicit, encourage, entertain, negotiate, or enter
into any such transaction or agreement of the nature described in clause (i)
above; or (iii) provide any non-public information about the Station to any
third party except as required by applicable Legal Requirements.


 


(f)            Update of Sellers’ Schedules.  Prior to the License Closing, Sellers shall
provide an updated set of Schedules to Buyer to disclose any information of the
nature of that set forth in the Schedules that relate to Sections 3.1,
3.3, 3.9, 3.11 and 3.15 and that arise after the date hereof and that would
have been required to be included in the Schedules with respect to such License
Assets if such information had existed on the date hereof; provided, however,
that the foregoing list of Sections shall exclude Section 3.15 in the event
that the License Closing shall occur following the first anniversary of the
First Closing Date.  Representations and
Warranties of Sellers required to be made in connection with the License
Closing shall be qualified by the additional disclosures in the updated Schedules
only to the extent that, prior to the License Closing, Buyer shall state in
writing that such additional disclosures are acceptable.


 


25





















 


(g)           Contracts.  Each Seller shall comply in all material
respects with the terms of the Contracts to which such Seller is a party.  Sellers will not renew, extend, amend,
terminate, or waive any material right under any Assumed Contract, or enter
into any new Contract or incur any obligation (including obligations arising
from the amendment of any existing Contract) that will be an Assumed Contract
or be otherwise binding on Buyer after the License Closing, except for (i)
production agreements made in the ordinary course of business consistent with
Sellers’ past practices; or (ii) other Contracts (excluding film and
programming Contracts) entered into in the ordinary course of business
consistent with Sellers’ past practices that do not involve consideration under
any one Contract in excess of Twenty-Five Thousand Dollars ($25,000), and in
the aggregate under all such Contracts, in excess of One Hundred Thousand
Dollars ($100,000), in each case measured at the License Closing (with in
determining such consideration, Sellers’ termination rights under each such
Contracts being taken into consideration, together with any penalties or fees
payable upon exercise of such termination rights).


 


(i)            Prior to the License Closing License
Seller may enter into such film and programming Contracts as it shall determine
to be appropriate in fulfillment of its responsibility as the holder of the FCC
Licenses; provided, however, that without Buyer’s written
consent, no such Contract shall comprise an Assumed Contract unless such
Contract (w) is on such terms as are customary within the television
industry and with the Station’s past practice, (x) complies with the terms
of the JSA, including with respect to the Policy Statement adopted pursuant
thereto and the then applicable budget thereunder, (y) does not result in
an increase in the Station’s average cost of film and programming as projected
for the years to which such film or programming Contract pertains, and
(z) on an aggregate basis with all other film and programming Contracts
obtained for subsequent years, is consistent with the film and programming
budgets for such years, factoring in a 5% annual increase in film and
programming costs for such years based on the then applicable budget.  Sellers shall provide written notice to Buyer
at least five (5) Business Days prior to their execution of any film or
programming Contract unless such Contract is not intended to be an Assumed
Contract.


 


(ii)           Prior to the License Closing Date,
Sellers shall deliver to Buyer a list of all Contracts entered into between the
First Closing Date and the License Closing Date, and shall provide Buyer copies
of such Contracts.


 


(h)           Copies of Notices regarding Contracts.  Sellers shall, as soon as practicable
following receipt, provide Buyer a copy of any notices of default and other
material notices or correspondence that either Seller receives from a third
party with respect to any Material Contract. 
Each Seller shall provide Buyer written notice if any party to any
Contract that shall comprise an Assumed Contract indicates in writing to such
Seller the intention of such party (a) to terminate such Contract or amend the
terms thereof in any material respect, (b) to refuse to renew the Contract upon
expiration of its term, or (c) to renew the Contract upon expiration only on
terms and conditions that are materially more onerous than those now
existing.  Furthermore, Sellers shall use
their commercially reasonable efforts to obtain as soon as practicable following
the First Closing WB’s agreement (i) to send directly to Buyer written
notice of the occurrence of any defaults under the Station’s affiliation
agreement with WB, and (ii) to permit Buyer the reasonable opportunity to
cure any such default (subject to License


 


26





















 


Seller’s
control as the Station licensee) or to work with Sellers to effect such cure,
although Buyer shall not be under any obligation to effect such cure.


 


(i)            Licenses.  License Seller will not renew, extend, amend,
terminate, or waive any material right under any License, except for renewals
or extensions of such Licenses in the ordinary course of business on customary
terms without any adverse amendment or modification.  License Seller shall not take any action that
shall cause (i) the License Seller not to be the authorized legal holder
of the Licenses, or (ii) the FCC or any other Governmental Authority to
revoke, refuse to renew or modify the FCC Licenses, or other authorizations of
the Station.  Prior to the License
Closing Date, Sellers shall deliver to Buyer a list of all Licenses issued to
either Seller or modified or renewed between the First Closing Date and the
License Closing Date, and shall provide Buyer copies of such Licenses and any
such modifications or renewals.


 


(j)            Reports.  License Seller shall (i) submit on a
timely basis all material returns, reports and statements that as holder of the
Licenses, License Seller is required to file with the FCC or Federal Aviation
Administration, which returns, reports and statements shall to Sellers’
knowledge satisfy all applicable legal requirements, and (ii) comply to
Sellers’ knowledge with all reporting requirements of the FCC and Federal
Aviation Administration, including items required to be placed in the Station’s
public inspection file.


 


(k)           Notice of Legal Actions.  Each Seller shall give written notice to
Buyer within five (5) Business Days of such Seller being notified in writing of
the initiation of any Action against such Seller if such Action relates to the
Assets or the business or operations of the Station, or seeks to enjoin or
obtain damages in respect to the transactions completed hereby, excluding any
FCC rulemaking proceedings generally affecting the television broadcasting
industry and not particular to Sellers. 
Such notice shall provide reasonable details describing such Action.


 


(l)            Transactions
with Affiliates. 
Neither Seller shall enter into any Contract with any Affiliate of
Sellers with respect to the business or operation of the Station or which shall
be an LC Assumed Contract, and no Affiliate of Sellers shall own any property
or right, tangible or intangible, that is used in the business or operations of
the Station.


 


5.3.          Confidentiality.


 


(a)           Except as necessary
for the consummation of the transaction contemplated by this Agreement and
except as and to the extent required by law, each party will keep confidential
any information obtained from the other party in connection with the
transactions contemplated by this Agreement (unless such information is or
thereafter becomes generally available to the public, is otherwise available to
it on a non-confidential basis from another source, or has been developed
independently by it).  If this Agreement
is terminated pursuant to its terms, each party will return to the other party
all information obtained by such party from the other party in connection with
the transactions contemplated by this Agreement.


 


(b)           Sellers agree at all times during and
after the term of the JSA, to hold in confidence and not to use, and to cause
the FCC Employees to hold in confidence and not to use,


 


27





















 


except (i) as and to
the extent required by law, or (ii) for the benefit of the Station and
Buyer as necessary in performing their duties at the Station, or to disclose to
any Person without written authorization of Buyer, any Confidential Information
of the Station or Buyer.  “Confidential
Information” means any Station or Buyer proprietary information, marketing
and product plans, services, technical data, customer lists and customers,
software, developments, processes, products, technology, designs, drawings,
employee information, financial or other business information regarding the
Station in either Seller’s possession or disclosed to either Seller or the FCC
Employees by Buyer or its employees, either directly or indirectly, in writing
or orally.  Confidential Information
excludes any of the foregoing items that have become publicly known and made
generally available through no wrongful act of either Seller or any FCC
Employee, or of others who, to Sellers’ knowledge, were under confidentiality
obligations with respect to the item or items involved.


 


5.4.          Cooperation.  Buyer and Sellers shall reasonably cooperate
with each other and their respective counsel and accountants in connection with
any actions required to be taken as part of their respective obligations under
this Agreement and in connection with any litigation after the First Closing
Date which relates to the Station for periods prior to the Effective Time.  Buyer and Sellers shall execute such other
documents as may be reasonably necessary and desirable to the implementation
and consummation of this Agreement and otherwise use their commercially
reasonable efforts to consummate the transaction contemplated hereby and to
fulfill their obligations under this Agreement. 
Notwithstanding the foregoing, neither Buyer nor Sellers shall have any
obligation (a) to expend funds to obtain any of the Consents, other than FCC
Consents or as set forth in Section 5.9 hereof, or (b) to agree to any
adverse change in any License or Assumed Contract in order to obtain a Consent
required with respect thereto.


 


5.5.          Allocation
of Purchase Price. 
Buyer and Sellers shall retain the appraisal firm of Bond & Pecaro,
Inc., or another mutually acceptable firm, to determine the allocation of the
Purchase Price among the Assets for purposes of Section 1060 of the Code and
Temporary Treasury Regulation Section 1.1060-1T, with Buyer and Sellers each
paying one-half (1/2) of the fees for such valuation.  No filings made by Buyer or either Seller
with any taxing or other authority shall reflect an allocation other than in
the manner established pursuant to the foregoing, and Buyer and Sellers shall
each timely make all filings required by any taxing authority, including the
filing of Internal Revenue Service Form 8594.


 


5.6.          Access
to Books and Records. 
To the extent reasonably requested by Buyer, Sellers shall provide Buyer
access and the right to copy from and after the First Closing Date any books
and records relating to the Assets, but not included in the Assets.  To the extent reasonably requested by
Sellers, Buyer shall provide Sellers access and the right to copy from and
after the First Closing Date any books and records relating to the Assets that
are included in the Assets.


 


5.7.          Employee Matters.


 


(a)           On the First Closing Date, Sellers
shall terminate the employment of all Employees (as defined in Section 3.14(a))
except those designated by Sellers on Schedule 5.7, which designation
shall include two (2) Employees at the Station who shall remain employed by
Sellers to meet their FCC obligation until the License Closing Date (the “FCC
Employees”) and


 


28





















 


the general manager of
the Station who shall remain employed by Sellers.  On the First Closing Date, Buyer shall offer
employment to each of the Employees, other than the Employees designated on Schedule
5.7.  On the License Closing Date,
Sellers shall terminate the employment of the FCC Employees and Buyer shall
offer employment to each such FCC Employee. 
The Buyer’s offers of employment will be at a comparable base pay,
position, and place of employment as held by each such Employee immediately prior
to the First Closing Date or License Closing Date, as applicable.  Any such Employees who accept such offers of
employment are referred to herein as the “Transferred Employees”).  Buyer shall be responsible for paying
severance benefits to any Transferred Employees whose employment with Buyer is
terminated on or after the applicable closing (which shall be payable in
accordance with the terms of Buyer’s severance pay policy).  Buyer also shall be responsible for paying
severance benefits, if any, to any Employee who does not accept the offer of
employment made by Buyer in accordance with the terms of this paragraph and who
would be entitled to receive benefits under the terms of Sellers’ severance pay
practice, as disclosed in Schedule 3.14.


 


(b)           Sellers shall pay, discharge, and be
responsible for (i) all salary, wages and liabilities arising out of or
relating to the employment of the Employees by Sellers, and (ii) any
liabilities arising under the Benefit Plans or Benefit Arrangements, provided
that Buyer shall pay, discharge and be responsible for (x) the
vacation pay, personal leave pay, severance pay and COBRA obligations of Seller
which have been assumed by Buyer in accordance with this Section 5.7, and
(y) any liabilities arising out of or relating to the decision to
terminate the Employees pursuant to Section 5.7(a) to effectuate the
transaction contemplated by this Agreement, including, for example, any claim
that the decision to terminate such Employees constituted a wrongful termination.   Buyer
shall pay, discharge, and be responsible for all salary, wages, and liabilities
arising out of or relating to the employment or termination of employment
of the Transferred Employees by Buyer.


 


(c)           Buyer shall cause each Transferred
Employee to be eligible to participate in the “employee welfare benefit plans”
and “employee pension benefit plans” (as defined in Section 3(1) and 3(2)
of ERISA, respectively) of Buyer in which similarly situated employees of Buyer
are generally eligible to participate. 
In this connection:


 


(i) Each Transferred
Employee and his or her spouse and dependents shall be eligible for immediate
coverage under Buyer’s group health plan (i.e., without regard to any waiting
periods or length of service requirements that may otherwise apply) as of their
date of hire with Buyer to the extent that such individual was participating in
Sellers’ group health plan immediately prior to becoming a Transferred Employee
(or the spouse or dependent of a Transferred Employee), and Buyer’s group health
plan shall not apply any preexisting condition limitations with respect to such
Transferred Employee (or his or her spouse and dependents) except to the extent
such limitations applied to such individual under the Welfare Plans.  In addition, Buyer shall ensure that each
Transferred Employee receives credit under Buyer’s group health plan for any
deductibles or co-payments paid by such Transferred Employee (and his or her
spouse and dependents) under the Welfare Plans for the plan year that includes
the Transferred Employee’s first day of employment with Buyer.  For purposes of this clause (i), “group
health plan” shall have the meaning set forth in Section 4980B(g)(2) of the
Code.


 


29





















 


(ii)           Each Transferred Employee shall
receive past service credit under Buyer’s applicable vacation and sick leave
practices, severance pay and other health and welfare benefit plans (excluding
any retiree medical plans) and tax-qualified 401(k) plan (collectively, “Buyer’s
Applicable Plans”), except that Buyer is not obligated to offer a Transferred
Employee any past service credit under its defined benefit retirement plan or
its retiree medical plan.  For this
purpose, “past service credit” means credit under Buyer’s Applicable Plans for
any service with Sellers or their Affiliates (or any prior owner thereof) for
eligibility, waiting period, vesting, benefit accrual, benefit differential and
all other purposes as if such service had been service with Buyer, but only to the
extent such service was credited by Sellers and their Affiliates for such
purposes effective as of the First Closing Date or the License Closing Date, as
applicable.


 


(iii)          To the extent taken into account in
determining prorations pursuant to Section 2.3 hereof, Buyer shall assume
and discharge Sellers’ liabilities for the payment of all unused vacation leave
and personal leave accrued by Transferred Employees as of the First Closing
Date or License Closing Date, as applicable, and to the extent any Transferred
Employee asserts a claim against Sellers with respect to the payment of the
accrued vacation leave and personal leave liability assumed by Buyer, then
Buyer shall indemnify, defend, and hold harmless Sellers from and against any
and all liability for the payment of such accrued vacation leave and personal
leave.


 


(d)           Buyer shall assume Sellers’
obligation to provide “continuation coverage” as defined in Section 4980B of
the Code and Section 601 et. seq. of ERISA (“COBRA”) to each Employee to
whom Buyer makes an offer of employment under the terms of Section 5.7(a) (and
to any spouse or children of such Employee carried as dependents on such
Employee’s “group health plan” coverage from Sellers), regardless of whether or
not such Employee accepts Buyer’s offer of employment.  Buyer shall hold Sellers and any entity
required to be combined with the Sellers under Section 414 of the Code (“Sellers
Affected Parties”) harmless from and fully indemnify such Sellers Affected
Parties against any costs, expenses, losses, damages and liabilities incurred
or suffered by such Sellers Affected Parties directly or indirectly, including,
but not limited to, reasonable attorneys fees and expenses, which arise as a
result of any failure of Buyer on or after the First Closing Date or the
License Closing Date, as applicable, to provide such COBRA benefits to such
Employees (and their spouses and dependents). 
Except with respect to those “covered employees” and “qualified
beneficiaries” identified in the first sentence of this Section 5.7(d), Sellers
shall retain the obligation to provide “continuation coverage” under its “group
health plan” to any other “covered employee” or “qualified beneficiary” related
to the Station who experiences a “qualified event” under the terms of COBRA,
whether the qualified event occurred prior to, on or after the transaction
contemplated by this Agreement.  The
terms “group health plan,” “qualified beneficiary,” “covered employee” and “qualified
event” shall have the meanings set forth in COBRA.  Sellers shall hold Buyer and any entity
required to be combined with the Buyer under Section 414 of the Code (“Buyer
Affected Parties”) harmless from and fully indemnify such Buyer Affected
Parties against any costs, expenses, losses, damages and liabilities incurred
or suffered by such Buyer Affected Parties directly or indirectly, including,
but not limited to, reasonable attorneys fees and expenses, which arise as a
result of any failure of Sellers to provide such COBRA benefits.


 


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(e)           As of (or, in Sellers’ discretion,
prior to) the First Closing Date or License Closing Date, as applicable,
Sellers shall cause each Transferred Employee to become fully vested in his or
her account balance under the Pension Plan (the “Sellers 401(k) Plan”).  Seller shall furnish to the Buyer as soon as
practicable on or prior to the First Closing Date (or License Closing Date, if
applicable), but not later than the First Closing Date (or License Closing
Date, if applicable), a list, calculated as of the First Closing Date (or
License Closing Date, if applicable), of the amounts of compensation each
Transferred Employee participating in the Sellers 401(k) Plan contributed to
such plan (separately reporting any pre-tax and after-tax contributions) during
the calendar year in which the First Closing Date (or License Closing Date, if
applicable) occurs.  To the extent
permitted by law and the terms of the Sellers’ 401(k) Plan, Sellers shall not
require any Transferred Employee to accept a distribution (including a cash-out
distribution) from the Sellers 401(k) Plan sooner than 90 days following the
applicable closing date.


 


(f)            Buyer acknowledges and agrees that
Buyer’s obligations pursuant to this Section 5.7 are in addition to, and not in
limitation of, Buyer’s obligation to assume the written employment contracts
included in the Assumed Contracts.


 


(g)           This Section 5.7 shall operate
exclusively for the benefit of the parties to this Agreement and not for the
benefit of any other Person, including, without limitation, any current,
future, former or retired employee of the Sellers, Buyer or their respective
Affiliates.


 


5.8.          Joint Sales Agreement.  The License Seller and Buyer agree to enter
into a Joint Sales Agreement (the “JSA”), effective as of the First
Closing Date, substantially in the form of Schedule 5.8 hereto, and
providing Buyer with the right to sell advertising time and provide other
non-programming services to the Station during the period between the First
Closing and the License Closing.


 


5.9.          Consents.


 


(a)           Sellers shall use commercially
reasonable efforts to obtain all necessary Consents required in connection with
this Agreement and the transactions contemplated hereby, including any required
Consents of any Governmental Authorities, with lawful jurisdiction over
Sellers.  Sellers shall make all filings
with and give all notices to third parties that may be reasonably necessary of
Sellers in order to consummate the transactions contemplated hereby.  Except as expressly provided by this
Agreement, neither Sellers nor Buyer shall be required to make any payments to
persons or parties to the Contracts in order to obtain their Consents, except
that Sellers agree to pay any administrative or application fees customarily payable
to such persons or parties in connection with requests for their Consent, or
costs or fees (including reimbursement of legal fees) expressly required by the
terms of any such Contract.  No such
consent of a third party shall comprise an effective “Consent,” as such term is
used herein, if such consent shall effect any adverse change in the terms or
conditions of the License or Assumed Contract to which such consent pertains
unless Buyer shall give its consent (which shall not be unreasonably withheld)
in writing to such change.  Nothing in
this Section 5.9 shall be construed to require any Consent as a condition to
Closing, other than the Consents required by Section 6.3(e) of this Agreement.


 


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(b)           Regarding each Contract that Buyer
shall request in writing to be a FC Assumed Contract on or following the date
hereof, to the extent permitted by applicable Legal Requirements or by the
terms of such Contract, without material breach of the terms thereof, Buyer
shall receive the benefits of such Contract on and after the date of Buyer’s
request and shall be responsible for and timely perform all obligations under
such Contract to the extent arising on and after such date.  Sellers shall not assign any such Contact to
Buyer unless and until the Consent from the third party to such Contract is
actually received.  In the event that
Sellers are able to obtain such Consent, such Contract shall comprise a FC
Assumed Contract hereunder and shall be assigned to and assumed by Buyer
effective as of the date of the third party’s Consent to the assignment thereof
(or effective as of such other date agreed to with such third party).  In the event that Sellers are unable to
obtain a necessary Consent from a third party to the assignment of a FC Assumed
Contract to Buyer within sixty (60) days following Buyer’s request that such
Contract be a FC Assumed Contract, Sellers shall so advise Buyer and such
Contract shall comprise a Consent-Pending Contract hereunder.  Buyer and Sellers shall cooperate with one
another to provide to Buyer the benefits of such Consent-Pending Contract until
such time of the actual assignment thereof by Sellers to Buyer following
receipt of the necessary third-party Consent. 
If, at any time, Buyer is not able to receive substantially all of the
material benefits under any Consent-Pending Contract, such Consent-Pending
Contract shall be treated as a Contract not to be assumed by Buyer, and Sellers
shall remain responsible for the obligations thereunder.  If at any time any necessary third-party
Consent shall be received by Sellers, such Consent-Pending Contact shall be
assigned to and assumed by Buyer effective as of the date of the third party’s
Consent to the assignment thereof (or effective as of such other date agreed to
with such third party).


 


(c)           In the event that Sellers are unable
to obtain on or prior to the License Closing Date a necessary Consent from a
third party to the assignment of a LC Assumed Contract to Buyer, Sellers shall
so advise Buyer and such Contract shall comprise a Consent-Pending Contract
hereunder.  Following the License
Closing, to the extent permitted by applicable Legal Requirements or by the
terms of each such Consent-Pending Contract without material breach of the terms
thereof, Buyer shall receive the benefits of such Consent-Pending Contract on
and after the License Closing Date and shall be responsible for and timely
perform all obligations under such Consent-Pending Contract to the extent
arising on and after the License Closing Date. 
Sellers shall not assign any such Consent-Pending Contact to Buyer
unless and until the Consent from the third party to such Consent-Pending
Contract is actually received.  Buyer and
Sellers shall cooperate with one another to provide to Buyer the benefits of
such Consent-Pending Contract until such time of the actual assignment thereof
by Sellers to Buyer following receipt of the necessary third-party
Consent.  If, at any time, Buyer is not
able to receive substantially all of the material benefits under any
Consent-Pending Contract, such Consent-Pending Contract shall be treated as a
Contract not to be assumed by Buyer, and Sellers shall remain responsible for
the obligations thereunder.  If at any
time after the License Closing Date any necessary third-party Consent shall be
received by Sellers (other than with respect to a Consent-Pending Contract
referred to in the immediately preceding sentence), such Consent-Pending
Contact shall be assigned to and assumed by Buyer effective as of the date of
the third party’s Consent to the assignment thereof (or effective as of such
other date agreed to with such third party).


 


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(d)           Sellers shall, at their expense, use
commercially reasonable efforts to attempt to obtain any Consents of their
landlords for the Station’s current studio facilities and transmitter site that
are necessary with respect to the Transferred Employees’ provision of services
and the ongoing operation of certain of the Non-License Assets at such
locations pursuant to the terms of the JSA prior to the License Closing.  In the event that Buyer shall determine that
the Station’s current studio facilities should be relocated, Sellers shall
cooperate with Buyer, at Buyer’s expense, in obtaining any consents that shall
be requested by Buyer from the landlord for such facilities to assign the lease
for such facilities, or to sublease such facilities, to third parties
identified by Buyer.


 


5.10.        Lease Agreement.  The License Seller and Buyer agree to enter
in a lease agreement (the “Lease”), effective as of the First Closing
Date, substantially in the form of Schedule 5.10 hereto, and providing
the License Seller with certain rights to use the Assets during the pendency of
the JSA.


 


5.11.        No Control.  Notwithstanding any provision of this
Agreement to the contrary, pending the Closing, Sellers shall maintain actual (de facto) and legal (de jure) control over the Licenses and the
Station until the License Closing. 
Specifically, Sellers shall retain responsibility for the operation of
the business and the Station pending the License Closing, including
responsibility for the operation of the business and the Station pending the
License Closing, including responsibility for the following matters:  access to and use of the facilities of and
equipment owned by Sellers; control of the daily operation of the Station;
creation and implementation of policy decisions; employment and supervision of
their Employees; payment of financing obligations and expenses incurred in the
operation of the Station prior to the Closing; and execution and approval of
all applications prepared and filed before the FCC or any other Governmental
Authority.


 


5.12.        Insurance.  Except to the extent that insurance is required
under the terms of the JSA, in which case, the parties agree that comparable
insurance is not required pursuant to this Section 5.12, Sellers shall
(i) maintain in full force and effect with respect to events occurring
during the period between the First Closing and the License Closing policies of
insurance of the same type, character, and coverage of the policies currently
carried with respect to the License Assets of the Station, (ii) submit and
prosecute insurance claims in good faith against such insurance policies in the
event of the occurrence of a loss or other covered event under the terms of
such policies, and (iii) apply any proceeds received on such insurance
policies, or remit such proceeds to Buyer to be applied for such purpose, to
restore or replace the Tangible Personal Property to the extent such claims
relate to damage thereto, or to reimburse the Station, Sellers and Buyer with
respect to other expenses, losses, liabilities and damages sustained if such
claims relate to matters other than damage to Tangible Personal Property.  Sellers shall fulfill their obligations set
forth in the preceding sentence with regard to events occurring during the
period between the First Closing and the License Closing even though claims may
be made by third parties against the Station, Sellers or Buyer, or proceeds may
be received by Sellers from their insurance carriers, subsequent to the License
Closing.


 


5.13.        Compliance with the JSA.  Sellers and Buyer shall comply in all
material respects with the provisions of the JSA.


 


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5.14         Update of Buyer’s Schedules.  Prior to the License Closing, Buyer shall
provide an updated set of Schedules to Sellers to disclose any information with
respect to Sections 4.6 and 4.7 that arise after the date hereof and that
would have been required to be included in the Schedules for those Sections if
such information had existed on the date hereof.  Any Schedules of Buyer so updated shall be
deemed to be made as of the License Closing Date and shall be qualified by the
additional disclosures and updated Schedules only to the extent that, prior to
the License Closing, Sellers shall state in writing that such additional
disclosures are acceptable.


 


5.15         SBG Guaranty.  By its execution hereof with respect to this
Section 5.15, SBG irrevocably and unconditionally guarantees to Buyer the full,
complete and timely performance by Sellers of any and all obligations of
Sellers under this Agreement.  This
guaranty shall remain in full force and effect so long as Sellers shall have
any obligations or liabilities hereunder. 
This guaranty shall be deemed a continuing guaranty and the waivers of
SBG herein shall remain in full force and effect until the satisfaction in full
of all of Sellers’ obligations hereunder. 
If any default shall occur by either Seller in its performance or
satisfaction of any of its obligations hereunder, then SBG will itself perform
or satisfy, or cause to be performed or satisfied, such obligations immediately
upon notice from Buyer specifying in summary form the default.  This guaranty is an absolute, unconditional
and continuing guaranty of payment and performance which shall remain in full
force and effect without respect to future changes in conditions, including any
change of law.  SBG agrees that its
obligations hereunder shall not be contingent upon the exercise or enforcement
by Buyer of whatever remedies it may have against Sellers.  To the maximum extent permitted by law, SBG
hereby waives: (i) notice of acceptance hereof; (ii) notice of any
adverse change in the financial condition of either Seller or of any other fact
that might increase SBG’s risk hereunder; and (iii) presentment, protest,
demand, action or delinquency in respect of any of Sellers’ obligations
hereunder.


 


5.16         Nonsolicitation Covenant.  SBG covenants and agrees, on behalf of itself
and its Affiliates, including Sellers, as follows:


 


(a)           For two (2) years following the date
hereof, neither it nor any Affiliate will, without prior written consent of
Buyer, directly or indirectly, for itself or on behalf of any other Person,
hire or solicit any of Buyer’s employees who at the time of solicitation is
known by SBG or such Affiliate to be an employee of Buyer at the Station, or
induce or attempt to induce through any form of direct communication any such
employee to leave his or her employment with Buyer; provided, however,
that this provision shall not prohibit SBG or any Affiliate from making a
general, public solicitation or a general, industry-wide solicitation for
employment, or from hiring any of Buyer’s employees who respond to such a
solicitation.


 


(b)           In the event that SBG or any
Affiliate commits a breach of any of the provisions of this Section 5.16,
Buyer shall have the right and remedy to have the provisions of this
Section 5.16 specifically enforced, without posting bond or other security
to the extent permitted by law, by any court having jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will cause immediate
irreparable injury to Buyer and that money damages will not provide an adequate
remedy at law for any such breach or threatened


 


34





















 


breach.  Such right and remedy shall be in addition
to, and not in lieu of, any other rights and remedies available to Buyer at law
or in equity.


 


(c)           In the event that despite the express
agreement of SBG, on behalf of itself and its Affiliates, any provision of this
Section 5.16 shall be determined by any court or other tribunal of
competent jurisdiction to be unenforceable for any reason whatsoever, the
parties agree that this Section 5.16 shall be interpreted to extend only
during the maximum period of time for which it may be enforceable and/or to the
maximum extent in any and all other respects as to which it may be enforceable,
all as determined by such court or tribunal.


 


SECTION
6

CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER


 


6.1.          Conditions to Obligations of Buyer at the First Closing.  All obligations of Buyer at the First Closing
hereunder are subject at Buyer’s option to the fulfillment prior to or at the
First Closing Date of each of the following conditions:


 


(a)           Obligations, Covenants and Agreements.  Sellers have performed and complied with all
obligations, covenants and agreements required by this Agreement to be
performed or complied with by it prior to or on the First Closing Date, except
where the failure to have performed and complied does not have a Material
Adverse Effect.


 


(b)           Governmental Licenses.  The License Seller is the holder of all FCC
Licenses.  No proceedings are pending,
the effect of which could be to revoke, cancel, fail to renew, suspend, or
modify materially and adversely any FCC License.


 


(c)           Legal Proceedings.  No injunction, restraining order, or decree
of any nature of any court or governmental authority of competent jurisdiction
is in effect that restrains or prohibits the transactions contemplated by this
Agreement.


 


(d)           Deliveries.  Sellers have made or stand willing to make
all the deliveries to Buyer described in Section 7.2.


 


6.2.          Conditions to Obligations of Sellers at the First Closing.  All obligations of Sellers at the First
Closing hereunder are subject at Sellers’ option to the fulfillment prior to or
at the First Closing Date of each of the following conditions:


 


(a)           Obligations, Covenants and Agreements.  Buyer has performed and complied with all
obligations, covenants and agreements required by this Agreement to be
performed or complied with by it prior to or on the First Closing Date.


 


(b)           Legal
Proceedings.  No
injunction, restraining order, or decree of any nature of any court or
governmental authority of competent jurisdiction is in effect that restrains or
prohibits the transactions contemplated by this Agreement.


 


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(c)           Deliveries.  Buyer has made or stands willing to make all
the deliveries described in Section 7.3.


 


6.3.          Conditions to Obligation of Buyer at the License Closing.  All obligations of Buyer at the License
Closing hereunder are subject at Buyer’s option to the fulfillment prior to or
at the License Closing Date of each of the following conditions:


 


(a)           Representations
and Warranties.  The
representations and warranties of Sellers in Sections 3.1, 3.2, 3.3, 3.9,
3.11, 3.15 and 3.20 shall be true and complete (without any qualifications by
materiality) at and as of the License Closing Date as though made at and as of
that time (except for representations and warranties that speak as of a
specific date or time which need only be true and complete as of such date or
time), except where the failure to be true and complete would not reasonably be
expected to have a Material Adverse Effect, or shall have been caused by Buyer’s
failure to fulfill its obligations under the JSA; provided, however,
that the foregoing list of sections shall exclude Section 3.15 if the
License Closing shall occur following the first anniversary of the First
Closing Date.


 


(b)           Obligations, Covenants and Agreements.  Sellers shall have performed and complied
with all obligations, covenants and agreements required by this Agreement to be
performed or complied with by them prior to or on the License Closing Date,
except where the failure to have performed and complied would not reasonably be
expected to have a Material Adverse Effect, or shall have been caused by Buyer’s
failure to fulfill its obligations under the JSA.


 


(c)           FCC Consent.  The FCC Consent shall have become a Final
Order and shall not contain any condition or qualification that requires Buyer
to dispose of television station KCTV or is otherwise materially adverse to
Buyer, except any condition or qualification that is imposed by reason of
circumstances or actions constituting a material breach by Buyer of its
representations, warranties or covenants hereunder.  No action shall have been taken by the FCC or
other Governmental Authority that is pending as of the License Closing Date
with respect to the FCC Consent that makes illegal, restrains, or prohibits the
consummation of the transactions contemplated hereby.


 


(d)           Governmental Licenses.  The License Seller shall be the holder of all
FCC Licenses, and there shall not have been any material modification,
revocation, or non-renewal of any material License.  No proceeding shall be pending, the effect of
which could be to revoke, cancel, fail to renew, suspend, or modify materially
and adversely any FCC License.


 


(e)           Required Consents.  The Consents for the Material Contracts shall
have been obtained without any adverse change in the terms or conditions of
each such Assumed Contract from those in effect under such Contract at such
time that Buyer shall have agreed to assume such Contract.


 


(f)            Deliveries.  The Sellers shall have made or stands willing
to make all deliveries to Buyer described in Section 7.4.


 


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6.4.          Conditions to Obligations of Sellers at the License Closing.  All obligations of Sellers at the License
Closing hereunder are subject at Sellers’ option to the fulfillment prior to or
at the License Closing Date of each of the following conditions:


 


(a)           Representations
and Warranties.  All
representations and warranties of Buyer in Sections 4.1, 4.2, 4.3, 4.4,
4.6 and 4.7 shall be true and complete in all material respects at and as of
the License Closing Date as though made at and as of that time (except for
representations and warranties that speak as of a specific date or time which
need only be true and complete as of such date or time), except where the
failure to be true and complete shall have been caused by either Seller’s
failure to fulfill its obligations under the JSA.


 


(b)           Obligations, Covenants and Agreements.  Buyer shall have performed and complied with
in all material respects all obligations, covenants and agreements required by
this Agreement to be performed and complied with by Buyer prior to or on the
License Closing Date, except where the failure to perform or comply shall have
been caused by either Seller’s failure to fulfill its obligations under the
JSA.


 


(c)           FCC Consent.  The FCC Consent shall have been obtained and
shall not contain any condition or qualification that is materially adverse to
Sellers, except any condition or qualification that is imposed by reason of
circumstances or actions constituting a material breach by Sellers of their
representations, warranties or covenants hereunder.


 


(d)           Deliveries.  Buyer shall have made or stands willing to
make all the deliveries described in Section 7.5.


 


SECTION
7

CLOSING AND CLOSING DELIVERIES


 


7.1.          Closings.


 


(a)           First Closing Date.  Except as otherwise agreed to by Buyer and
Sellers, the First Closing shall take place at 10:00 a.m. on the date hereof.


 


(b)           License Closing Date.  Except as provided below in this Section 7.1
or as otherwise agreed to by Buyer and Sellers, the License Closing shall take
place at 10:00 a.m. on a date to be set by Buyer on at least five (5) days’
written notice to Sellers which shall not be earlier than the first Business
Day after the FCC Consent shall have been issued or later than ten (10)
Business Days after the FCC Consent shall have become a Final Order.


 


(c)           Postponement of Closing.


 


(i)            If any event occurs that prevents
signal transmission by the Station in the normal and usual manner and Sellers
cannot restore the normal and usual transmission before the date on which the
License Closing would otherwise occur pursuant to this Section 7.1 and this
Agreement has not been terminated under Section 8, the License Closing shall be
postponed to such date as is necessary (but only until a date within the
effective period of the


 


37





















 


FCC Consent (as it may be
extended pursuant to Section 5.1 (c)) to allow Sellers to restore the normal
and usual transmission; provided, that the foregoing shall not apply to
postpone the License Closing to the extent any such signal transmission is not
caused by any action of the Sellers.  If
the License Closing is postponed pursuant to this paragraph, the date of the
License Closing shall be mutually agreed to by Sellers and Buyer.


 


(ii)           If there is in effect on the date on
which the License Closing would otherwise occur pursuant to this Section 7.1
any judgment, decree, or order that would prevent or make unlawful the License
Closing on that date, the License Closing shall be postponed until a date (but
only within the effective period of the FCC Consent (as it may be extended
pursuant to Section 5.1(c)), to be agreed upon by Buyer and Sellers, which such
judgment, decree, or order no longer prevents or makes unlawful the License
Closing.  If the License Closing is
postponed pursuant to this paragraph, the date of the License Closing shall be
mutually agreed to by the Sellers and Buyer.


 


(d)           Closing Place.  Each of the First Closing and the License
Closing shall be held at the offices of Thomas & Libowitz, 100 Light
Street, Suite 1100, Baltimore, Maryland 21202, or any other place that is
mutually agreed upon by Buyer and Sellers.


 


7.2.          Deliveries by Sellers at First Closing.  On the First Closing Date, Sellers shall
deliver to Buyer the following, in form and substance reasonably satisfactory
to Buyer and its counsel:


 


(a)           Conveyancing Documents.  Duly executed bills of sale, motor vehicle
titles, assignments, and other transfer documents that are sufficient to vest
good and marketable title to the Assets, other than the License Assets and the
Excluded Assets, in the name of Buyer, free and clear of all Liens, except for
Permitted Encumbrances.


 


(b)           Officer’s Certificate.  A certificate, dated as of the First Closing
Date, executed on behalf of one of the Sellers by an officer of such Seller,
certifying that Sellers have performed and complied with all of its
obligations, covenants, and agreements in this Agreement to be performed and
complied with on or prior to the First Closing Date, except to the extent that
the failure to perform or comply with such covenants shall not have had a
Material Adverse Effect.


 


(c)           Secretary’s Certificate.  A certificate, dated as of the First Closing
Date, executed by each Seller’s Secretary: (i) certifying that the resolutions,
as attached to such certificate, were duly adopted by such Seller’s Board of
Directors and shareholders (if required), authorizing and approving the
execution of this Agreement and the consummation of the transaction
contemplated hereby and that such resolutions remain in full force and effect;
and (ii) providing, as attachments thereto, the Articles of Incorporation
and Bylaws of Sellers.


 


(d)           Good
Standing Certificates. 
To the extent available from the applicable jurisdictions, certificates
as to the formation and/or good standing of each Seller issued by the
appropriate governmental authorities in the states of organization and each
jurisdiction in which


 


38





















 


such Seller is qualified
to do business, each such certificate (if available) to be dated a date not
more than a reasonable number of days prior to the First Closing Date.


 


(e)           Opinions of Counsel.  Opinion of Sellers’ counsel dated as of the
First Closing Date, substantially in the form of Schedule 7.2(e) hereto.


 


(f)            JSA.  The JSA, duly executed by Sellers.


 


(g)           Lease.  The Lease duly executed by Sellers.


 


7.3.          Deliveries by Buyer at First Closing.  On the First Closing Date, Buyer shall
deliver to Sellers the following, in form and substance reasonably satisfactory
to Sellers and their counsel:


 


(a)           Closing Payment.  The payment described in Section 2.4(a).


 


(b)           Officer’s Certificate.  A certificate, dated as of the First Closing
Date, executed on behalf of Buyer by an officer of Buyer, certifying that Buyer
has in all material respects performed and complied with all of its
obligations, covenants, and agreements in this Agreement to be performed and
complied with on or prior to the First Closing Date.


 


(c)           Secretary’s
Certificate.  A
certificate, dated as of the First Closing Date, executed by Buyer’s Secretary:
(i) certifying that the resolutions, as attached to such certificate, were duly
adopted by Buyer’s Board of Directors, authorizing and approving the execution
of this Agreement and the consummation of the transaction contemplated hereby
and that such resolutions remain in full force and effect; and (ii) providing,
as an attachment thereto, Buyer’s Certificate of Incorporation.


 


(d)           Assumption Agreements.  Appropriate assumption agreements pursuant to
which Buyer shall assume and undertake to perform, subject to receipt of any
necessary third-party Consents, Sellers’ obligations under the FC Assumed
Contracts and to the extent provided in Section 2.5.


 


(e)           Good
Standing Certificates. 
To the extent available from the applicable jurisdictions, certificates
as to the formation and/or good standing of Buyer issued by the appropriate
governmental authorities in the states of organization and each jurisdiction in
which Buyer needs to be qualified in order to operate the Station, each such
certificate (if available) to be dated a date not more than a reasonable number
of days prior to the First Closing Date.


 


(f)            Opinion of Counsel.  An opinion of Buyer’s counsel dated as of the
First Closing Date, substantially in the form of Schedule 7.3(f) hereto.


 


(g)           JSA.  The JSA duly executed by Buyer.


 


(h)           Lease.  The Lease duly executed by Buyer.


 


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7.4.          Deliveries by Sellers at License Closing.  Prior to or on the License Closing Date,
Sellers shall deliver to Buyer the following, in form and substance reasonably
satisfactory to Buyer and its counsel:


 


(a)           Conveyancing Documents.  Duly executed assignments and other transfer
documents that are sufficient to vest good and marketable title to the License
Assets in the name of Buyer, free and clear of all Liens and obligations except
for Permitted Encumbrances.


 


(b)           Officer’s Certificate.  A certificate, dated as of the License
Closing Date, executed on behalf of one of the Sellers by an officer of such
Seller, certifying: (i) that the representations and warranties of Sellers
in Sections 3.1, 3.2, 3.3, 3.9, 3.11, 3.15 and 3.20, are true and complete
(without any qualifications by materiality) at and as of the License Closing
Date as though made at and as of that time (except for representations and
warranties that speak as of a specific date or time which need only be true and
complete as of such date or time); and (ii) that Sellers have performed and
complied with all obligations, covenants and agreements required by this
Agreement to be performed or complied with by them prior to or on the License
Closing Date, except to the extent that the failure of such representations and
warranties to be true and correct and the failure to perform or comply with
such covenants shall not have had a Material Adverse Effect or shall have been
caused by Buyer’s failure to fulfill its obligations under the JSA; provided,
however, that the foregoing list of sections shall exclude
Section 3.15 if the License Closing shall occur following the first
anniversary of the First Closing Date.


 


(c)           Secretary’s Certificate.  A certificate, dated as of the License
Closing Date, executed by each Seller’s Secretary certifying that the
resolutions, as attached to such certificate, were duly adopted by such Seller’s
Board of Directors and shareholders (if required), authorizing and approving
the execution of this Agreement and the consummation of the transaction
contemplated hereby and that such resolutions remain in full force and effect.


 


(d)           Good
Standing Certificates. 
To the extent available from the applicable jurisdictions, certificates
as to the formation and/or good standing of each Seller issued by the
appropriate governmental authorities in the state of organization and each
jurisdiction in which such Seller is qualified to do business, each such
certificate (if available) to be dated a date not more than a reasonable number
of days prior to the License Closing Date.


 


(e)           Opinions of Counsel.  Opinion of Sellers’ counsel and
communications counsel dated as of the License Closing Date, substantially in
the form of Schedule 7.4(e) hereto.


 


(f)            Consents.  Execution copies of any instrument evidencing
receipt of any Consent which has been received by Sellers.


 


7.5.          Deliveries by Buyer at License Closing.  Prior to or on the License Closing Date,
Buyer shall deliver to Sellers the following, in form and substance reasonably
satisfactory to Sellers and their counsel:


 


(a)           Closing Payment.  The payment described in Section 2.4(b).


 


40





















 


(b)           Officer’s Certificate.  A certificate, dated as of the License
Closing Date, executed on behalf of Buyer by an officer of Buyer, certifying:
(i) that the representations and warranties of Buyer in Sections 4.1,
4.2, 4.3, 4.4, 4.6 and 4.7 are true and complete in all material respects at
and as of the License Closing Date as though made at and as of that time (except
for representations and warranties that speak as of a specific date or time
which need only be true and complete as of such date or time), and
(ii) that Buyer shall have performed and complied with in all material
respects all obligations, covenants and agreements required by this Agreement
to be performed and complied with by Buyer prior to or on the License Closing
Date, except to the extent that the failure of such representations and
warranties to be true and correct and the failure to perform or comply with
such covenants shall have been caused by either Seller’s failure to fulfill its
obligations under the JSA.


 


(c)           Secretary’s Certificate.  A certificate, dated as of the License
Closing Date, executed by Buyer’s Secretary, certifying that the resolutions,
as attached to such certificate, were duly adopted by Buyer’s Board of
Directors, authorizing and approving the execution of this Agreement and the
consummation of the transaction contemplated hereby and that such resolutions
remain in full force and effect.


 


(d)           Assumption Agreements.  Appropriate assumption agreements pursuant to
which Buyer shall assume and undertake to perform Seller’s obligations under
the Licenses and the LC Assumed Contracts.


 


(e)           Good
Standing Certificates. 
To the extent available from the applicable jurisdictions, certificates
as to the formation and/or good standing of Buyer issued by the appropriate
governmental authorities in the states of organization and each jurisdiction in
which Buyer needs to be qualified in order to operate the Station, each such
certificate (if available) to be dated a date not more than a reasonable number
of days prior to the License Closing Date.


 


(f)            Opinion of Counsel.  An opinion of Buyer’s counsel dated as of the
License Closing Date substantially in the form of Schedule 7.5(f)
hereto.


 


SECTION
8

TERMINATION


 


8.1.          Termination by Seller.  This Agreement may be terminated by Sellers
and the purchase and sale of the Station abandoned if Sellers are not then in
material default hereunder upon written notice to Buyer if the License Closing
shall not have occurred on or prior to the fifth (5th) anniversary of the date
hereof, provided, however, that on or prior to the fifth (5th)
anniversary of the date hereof, Buyer may, at its option, extend such termination
date to the tenth (10th) anniversary of the date hereof by paying or causing to
be paid to the License Seller the amount of Three Million Three Hundred Fifty
Thousand Dollars ($3,350,000) by wire transfer of same-day funds pursuant to
wire transfer instructions furnished by License Seller to Buyer (which
instructions shall be provided by License Seller to Buyer in writing within two
Business Days of Buyer’s written notice to License Seller requesting such
instructions).


 


41





















 


8.2.          Termination by Buyer.  This Agreement may be terminated by Buyer and
the purchase and sale of the Station abandoned if Buyer is not then in material
default with respect to its obligations hereunder upon written notice to
Sellers upon the occurrence of any of the following:


 


(a)           Failure
to Obtain FCC Consent. 
If the License Closing shall not have occurred on or prior to the fifth (5th)
anniversary of the date hereof, subject to extension to the tenth (10th)
anniversary of the date hereof pursuant to Section 8.1.


 


(b)           Sellers’ Default.  If, following the First Closing, Sellers
shall be in material default with respect to their obligations hereunder and
such default shall not have been cured within thirty (30) days following
written notice from Buyer of such default (or within such longer period as may
reasonably be required to cure such default if not reasonably capable of being
cured within such thirty (30) days and Sellers shall have diligently begun
working to cure such default within such thirty (30) day period).


 


8.3.          Rights on Termination.  If this Agreement is terminated by Buyer in
accordance with the provisions of Section 8.2 above, Buyer shall have all
rights and remedies available at law or equity, including its rights to indemnification
pursuant to Section 9 hereof and the remedy of specific performance described
in Section 8.4 below.  If this Agreement
is terminated by Sellers in accordance with the provisions of Section 8.1
above, Sellers shall have all rights and remedies available at law or equity,
including their rights to indemnification pursuant to Section 9 hereof.


 


8.4.          Specific Performance.  The parties recognize that if Sellers breach
this Agreement and refuse to perform under the provisions of this Agreement,
monetary damages alone would not be adequate to compensate Buyer for its
injury.  Buyer shall therefor be
entitled, in addition to any other remedies that may be available, to obtain
specific performance of the terms of this Agreement.  If any action is brought by Buyer to enforce
this Agreement, Sellers shall waive the defense that there is an adequate
remedy at law.


 


SECTION
9

SURVIVAL OF REPRESENTATIONS AND WARRANTIES;

INDEMNIFICATION; CERTAIN REMEDIES


 


9.1.          Survival.  Without prejudice to representations and
warranties in other agreements delivered hereunder, all representations and
warranties of Buyer and Sellers herein shall be deemed continuing
representations and warranties and shall survive the First Closing or the
License Closing, as set forth below, and shall remain in full force and effect
for the applicable survival period set forth below (or until the final
resolution of any claim or dispute which is asserted in reasonably detailed
writing prior to the expiration of such period):


 


42





















 


	
   

  	
   

  	
  Representation and Warranties

  in Sections:

  	
   

  	
  Made as of the following

  Closing:

  	
   

  	
  Shall survive for the

  following period after

  the date of such

  Closing:

  
	
  A

  	
   

  	
  3 and 4 (excluding those in

  categories B and C)

  	
   

  	
  First Closing

  	
   

  	
  One (1) Year

  
	
  B

  	
   

  	
  3.16

  	
   

  	
  First Closing

  	
   

  	
  Two (2) Years

  
	
  C

  	
   

  	
  3.2, 3.9, 3.11, 4.2

  	
   

  	
  First Closing

  	
   

  	
  Applicable Statute of

  Limitations

  
	
  D

  	
   

  	
  3.1, 3.3, 3.15, 3.20, 4.1, 4.3, 4.4,

  4.6, 4.7 (provided, 3.15 shall be

  excluded if the License Closing

  shall occur following the first

  anniversary of the First Closing)

  	
   

  	
  License Closing

  	
   

  	
  One (1) Year

  
	
  E

  	
   

  	
  3.2, 3.9, 3.11, 4.2

  	
   

  	
  License Closing

  	
   

  	
  Applicable Statute of

  Limitations

  



 


9.2.          Indemnification
by Sellers.  After the
First Closing, subject to Section 9.5, Sellers hereby agree to indemnify and
hold Buyer harmless against and with respect to and shall reimburse Buyer for
any and all losses, liabilities, costs, expenses, claims, or damages, including
reasonable legal fees and expenses (collectively “Damages”), arising out
of or resulting from:


 


(a)           any untrue representation, breach of
warranty, or nonfulfillment of any covenant by Sellers contained in this
Agreement or in any certificate, document, or instrument delivered by Buyer
under this Agreement;


 


(b)           any obligations or liabilities of
Sellers not assumed by Buyer pursuant to the terms of Section 2.5 hereof;


 


(c)           any failure of the parties to comply
with the provisions of any bulk sales law applicable to the transfer of the
Assets;


 


(d)           the operation or ownership of the
Station and the Assets prior to the First Closing;


 


(e)           any action, suit, proceeding, claim,
demand, assessment, or judgment incident to the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof or in enforcing this indemnity.


 


9.3.          Indemnification by Buyer.  After the First Closing, but subject to
Section 9.5, Buyer hereby agrees to indemnify and hold Sellers harmless against
and with respect to, and shall reimburse Sellers for any and all Damages
arising out of or resulting from:


 


43





















 


(a)           any untrue representation, breach of
warranty, or nonfulfillment of any covenant by Buyer contained in this
Agreement or in any certificate, document, or instrument delivered to Sellers
under this Agreement;


 


(b)           any obligations or liabilities of
Sellers assumed by Buyer pursuant to the terms of Section 2.5 hereof;


 


(c)           the operation or ownership of the
Station and the Assets after the License Closing;


 


(d)           any violations of the so-called WARN
Act resulting solely from Buyer’s actions in connection with the transactions
contemplated by this Agreement; and


 


(e)           any action, suit, proceeding, claim,
demand, assessment, or judgment incident to the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof or in enforcing this indemnity.


 


9.4.          Procedure
for Indemnification. 
The procedure for indemnification shall be as follows:


 


(a)           The party claiming indemnification
(the “Claimant”) shall promptly give notice to the party from which
indemnification is claimed (the “Indemnifying Party”) of any claim,
whether between the parties or brought by a third party, specifying in
reasonable detail the factual basis for the claim.  If the claim relates to an action, suit, or
proceeding filed by a third party against Claimant, such notice shall be given
by Claimant within five (5) business days after written notice of such action,
suit, or proceeding was given to Claimant.


 


(b)           With respect to claims solely between
the parties, following receipt of notice from the Claimant of a claim, the
Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the Indemnifying Party deems necessary or desirable.  For the purposes of such investigation, the
Claimant agrees to make available to the Indemnifying Party and its authorized
representatives the information relied upon by the Claimant to substantiate the
claim.  If the Claimant and the Indemnifying
Party agree at or prior to the expiration of the thirty (30) day period (or any
mutually agreed upon extension thereof) to the validity and amount of such
claim, the Indemnifying Party shall immediately pay to the Claimant the full
amount of the claim.  If the Claimant and
the Indemnifying Party do not agree within the thirty (30) day period (or any
mutually agreed upon extension thereof), the Claimant may seek appropriate
remedy at law or equity.


 


(c)           With respect to any claim by a third
party as to which the Claimant is entitled to indemnification under this
Agreement, the Indemnifying Party shall have the right at its own expense to
participate in or assume control of the defense of such claim, and the Claimant
shall cooperate fully with the Indemnifying Party subject to reimbursement for
actual out-of-pocket expenses incurred by the Claimant as the result of a
request by the Indemnifying Party, provided, however, that the
Indemnifying Party may not assume control of the defense unless it affirms in
writing its obligation to indemnify Claimant for any damages incurred by


 


44





















 


Claimant with respect to
such third-party claim.  If the
Indemnifying Party elects to assume control of the defense of any third-party
claim, the Claimant shall have the right to participate in the defense of such
claim at its own expense.  So long as the
Indemnifying Party is defending in good faith any third-party claim, the
Claimant shall not settle or compromise such claim.  If the Indemnifying Party does not elect to
assume control or otherwise participate in the defense of any third-party
claim, it shall be bound by the results obtained in good faith by the Claimant
with respect to such claim.


 


(d)           If a claim, whether between the
parties or by a third party, requires immediate action, the parties will make
every effort to reach a decision with respect thereto as expeditiously as
possible.


 


(e)           The indemnification rights provided
in Section 9.2 and Section 9.3 shall extend to the members, partners,
shareholders, officers, directors, employees, representatives, and affiliated
entities of any Claimant; although for the purpose of the procedures set forth
in this Section 9.4, any indemnification claims by such parties shall be made
by and through the Claimant.


 


9.5.          Certain Limitations.  Notwithstanding anything in this Agreement to
the contrary:


 


(a)           Neither Sellers nor Buyer, as
Indemnifying Party, shall be liable to the other party as Claimant with respect
to any indemnification hereunder except to the extent that the aggregate amount
of Damages of such party as Claimant exceeds One Hundred Thousand Dollars
($100,000.00) (the “Threshold Amount”) (and then only to the extent such
Damages exceed the Threshold Amount); provided that all materiality
qualifications in the representations and warranties of an Indemnifying Party
with respect to which the other party as Claimant shall claim Damages shall be
disregarded solely for purposes of determining the occurrence of an untrue
representation or breach of warranty and the amount of Damages to be counted
towards the Threshold Amount; and provided, further, that the
foregoing shall not apply to any amounts owed in connection with the Purchase
Price or the proration adjustment thereof.


 


(b)           Sellers shall be liable to indemnify
Buyer hereunder only for Damages up to an aggregate amount of Five Million
Dollars ($5,000,000.00); provided, however, that the foregoing
limitation shall not apply but shall be replaced by a limitation in the
aggregate amount of all payments that shall have been made by Buyer to Sellers
pursuant to Sections 2.4 and 8.1, with respect to the aggregate amount of
Damages for which Buyer shall be entitled to indemnity from Sellers pursuant to
Section 9.2 arising out of or relating to any loss or impairment of the FCC
Licenses.


 


(c)           Subject to subsection (d) below, in
no event shall a Claimant be entitled to indemnification from the Indemnifying
Party for incidental, consequential, or punitive damages regardless of the
theory of recovery.  Each party hereto
agrees to use reasonable efforts to mitigate any Damages which form the basis
for any claim for indemnification hereunder.


 


45





















 


(d)           In the event that Buyer, as
Indemnifying Party, shall be obligated to pay any Damages hereunder with
respect to any indemnity claim by Sellers, as Claimant, and Buyer shall be
obligated to pay or shall have paid a Performance Penalty pursuant to the JSA
(and as defined therein) with respect to the events giving rise to such
Damages, then the amount of such Damages payable by Buyer shall be reduced by
and to the extent of the amount of the Performance Penalty paid to Sellers less
any separate damages payable to Sellers with respect to such events pursuant to
the JSA.


 


(e)           Neither Buyer nor Sellers as Claimant
shall be entitled to indemnity pursuant to Section 9.2 or 9.3, as the case
may be, from the other party as Indemnifying Party with respect to such
Indemnifying Party’s breach of any of its representations, warranties,
covenants or agreements contained herein to the extent that the inaccuracy of
any such representation, or the breach of any such warranty, covenant or
agreement is caused by any breach by or failure of Claimant or its employees or
agents in performing or complying with Claimant’s obligations, covenants and
agreements set forth in the JSA.


 


SECTION
10

MISCELLANEOUS


 


10.1.        Fees and Expenses.


 


(a)           Buyer and Sellers shall each pay
one-half (1/2) of (i) any fees charged by the FCC in connection with the filing
of the application for FCC Consent contemplated by Section 5.1(a), and (ii) any
filing fees, transfer taxes, document stamps, or other charges levied by any
governmental entity on account of the transfer of the Assets from Sellers to
Buyer; provided, however, that any fees charged by the FCC in the
event Buyer resubmits its application as provided by Section 5.1(d) shall be
Buyer’s sole responsibility; and provided, further, that Sellers
shall use its commercially reasonable efforts to attempt to obtain from the
state tax authorities in Missouri and Kansas promptly after the date hereof
(and thereafter to provide to Buyer) a certificate indicating that Sellers have
no outstanding sales and use tax liability with respect to the consummation of
the transactions contemplated hereby.


 


(b)           Except as otherwise provided in this
Agreement, each party shall pay its own expenses incurred in connection with
the authorization, preparation, execution and performance of this Agreement,
including all fees and expenses of counsel, accountants, agents and
representatives, and each party shall be responsible for all fees or
commissions payable to any finder, broker, advisor, or similar person retained
by or on behalf of such party.


 


10.2.        Notices.  All notices, demands, and requests required
or permitted to be given under the provisions of this Agreement shall be (i) in
writing; (ii) sent by telecopy (with receipt personally confirmed by
telephone), delivered by personal delivery, or sent by commercial delivery
service or certified mail, return-receipt requested; (iii) deemed to have been
given on the date telecopied with receipt confirmed, the date of personal
delivery, or the date set forth in the records of the delivery service or on
the return-receipt; and (iv) addressed as follows:


 


46





















 


	
  To Buyer:

  	
  Meredith
  Corporation

  
	
   

  	
  1716 Locust
  Street

  
	
   

  	
  Des Moines,
  IA 50309-3203

  
	
   

  	
  Attn: John
  S. Zieser, Esquire, Vice President,

  
	
   

  	
   

  	
  General
  Counsel & Secretary

  
	
   

  	
  Telecopy:
  (515) 284-3933

  
	
   

  	
  Telephone:
  (515) 284-2895

  
	
   

  	
   

  
	
  With a copy (which
  shall not constitute notice) to:

  	
  Dow, Lohnes &
  Albertson PLLC

  
	
   

  	
  1200 New Hampshire
  Avenue

  
	
   

  	
  Washington, DC
  20036-6802

  
	
   

  	
  Attn:
  John R. Feore, Esquire

  
	
   

  	
  Telecopy: (202)
  776-2222

  
	
   

  	
  Telephone: (202)
  776-2000

  
	
   

  	
   

  
	
  To Sellers:

  	
  KSMO, Inc.
  and KSMO Licensee, Inc.

  
	
   

  	
  c/o Sinclair Television
  Group

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Cockeysville, Maryland
  21030

  
	
   

  	
  Attn:
  David D. Smith

  
	
   

  	
  Telecopy: (410)
  568-1533

  
	
   

  	
  Telephone: (410)
  568-1507

  
	
   

  	
   

  
	
  With a copy (which
  shall not constitute notice) to:

  	
  Sinclair Broadcast
  Group, Inc.

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Cockeysville, Maryland
  21030

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Telecopy: (410)
  568-1537

  
	
   

  	
  Telephone: (410)
  568-1524

  
	
   

  	
   

  
	
  With a copy (which
  shall not constitute notice) to:

  	
  Steven A. Thomas,
  Esquire

  
	
   

  	
  Thomas & Libowitz,
  P.A.

  
	
   

  	
  100 Light Street, Suite
  1100

  
	
   

  	
  Baltimore, Maryland
  21202

  
	
   

  	
  Telecopy: (410)
  752-2046

  
	
   

  	
  Telephone: (410)
  752-2468

  



 


or to any other or additional persons and addresses as the parties may
from time to time designate in a writing delivered in accordance with this
Section 10.2.


 


10.3.        Benefit and Binding Effect.  No party hereto may assign this Agreement
without the prior written consent of the other parties hereto; provided,
such consent shall not be required in the event Buyer desires to assign its
rights hereunder to a wholly-owned subsidiary of Buyer, or solely with respect
to the acquisition of the License Assets, to any other Person; provided  further,
Buyer may, without the consent of Sellers, collaterally assign its rights
hereunder to its lenders; provided  finally, no such assignment to
any subsidiary, other Person or lender shall


 


47





















 


relieve Buyer of any of
its obligations hereunder.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.


 


10.4.        Further Assurances.  The parties shall take any actions and
execute any other documents that may be necessary or desirable to the
implementation and consummation of this Agreement.


 


10.5.        GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED,
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).


 


10.6.        Entire Agreement.  This Agreement, the Schedules hereto, and all
documents, certificates, and other documents to be delivered by the parties
pursuant hereto collectively represent the entire understanding and agreement
between Buyer and Sellers with respect to the subject matter of this Agreement.  This Agreement supersedes all prior
negotiations between the parties and cannot be amended, supplemented, or
changed except by an agreement in writing that makes specific reference to this
Agreement and that is signed by the party against which enforcement of any such
amendment, supplement, or modification is sought.


 


10.7.        Waiver
of Compliance; Consents. 
Except as otherwise provided in this Agreement, any failure of any of
the parties to comply with any obligation, representation, warranty, covenant,
agreement, or condition herein may be waived by the party entitled to the
benefits thereof only by a written instrument signed by the party granting such
waiver, but such waiver of failure to insist upon strict compliance with such
obligation, representation, warranty, covenant, agreement, or condition shall
not operate as a waiver of or estoppel with respect to any subsequent or other
failure.  Whenever this Agreement
requires or permits consent by or on behalf of any party hereto, such consent
shall be given in writing in a manner consistent with the requirements for a
waiver of compliance as set forth in this Section 10.7.


 


10.8.        Counterparts.  This Agreement may be signed in counterparts
with the same effect as if the signature on each counterpart were upon the same
instrument.


 


10.9.        Severability.  In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision of this Agreement or any other instrument, and this
Agreement shall be construed in a manner that, as nearly as possible, reflects
the original intent of the parties.


 


[REST
OF PAGE LEFT INTENTIONALLY BLANK


—
SIGNATURES ON FOLLOWING PAGE]


 


48





















 


IN
WITNESS WHEREOF, this Agreement has been executed by the duly
authorized officers of Buyer and Sellers as of the date first written above.


 


 


	
  WITNESS/ATTEST:

  	
   

  	
  KSMO, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Rachel Castranova

  	
   

  	
  By:

  	
   

  	
  /s/ David B. Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  David B. Amy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KSMO LICENSEE, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Rachel Castranova

  	
   

  	
  By:

  	
   

  	
  /s/ David B. Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  David B. Amy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEREDITH CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Vicki J. Glenn

  	
   

  	
  By:

  	
  /s/ Suku V. Radia

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  Suku V. Radia

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP - CFO

  	
   

  
								



 


 


Joinder
as a Party with respect to Sections 5.15 and 5.16:


 


	
   

  	
   

  	
  SINCLAIR BROADCAST
  GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Rachel Castranova

  	
   

  	
  By:

  	
  /s/ David B. Amy

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  David B. Amy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  



 


49





















 


TABLE OF CONTENTS


 


	
  SECTION 1 CERTAIN DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  1.1. Terms Defined in this Section.

  	
   

  
	
   

  	
   

  
	
  1.2. Terms Defined Elsewhere in this Agreement.

  	
   

  
	
   

  	
   

  
	
  1.3. Rules of Construction.

  	
   

  
	
   

  	
   

  
	
  SECTION 2 PURCHASE AND SALE OF ASSETS

  	
   

  
	
   

  	
   

  
	
  2.1. Agreement to Purchase and Sell.

  	
   

  
	
   

  	
   

  
	
  2.2.
  Excluded Assets.

  	
   

  
	
   

  	
   

  
	
  2.3.
  Purchase Price.

  	
   

  
	
   

  	
   

  
	
  (a)
  Prorations.

  	
   

  
	
   

  	
   

  
	
  (b) Manner of Determining Adjustments.

  	
   

  
	
   

  	
   

  
	
  2.4. Payment of Purchase Price.

  	
   

  
	
   

  	
   

  
	
  (a) Payment of Estimated Purchase Price at First Closing.

  	
   

  
	
   

  	
   

  
	
  (b) Payments of Purchase Price with Respect to License Assets.

  	
   

  
	
   

  	
   

  
	
  (c) Payments to Reflect Adjustments.

  	
   

  
	
   

  	
   

  
	
  2.5. Assumption of Liabilities and Obligations.

  	
   

  
	
   

  	
   

  
	
  SECTION 3 REPRESENTATIONS AND WARRANTIES OF
  SELLERS

  	
   

  
	
   

  	
   

  
	
  3.1. Organization and Authority of Sellers.

  	
   

  
	
   

  	
   

  
	
  3.2. Authorization and Binding Obligation.

  	
   

  
	
   

  	
   

  
	
  3.3. Absence of Conflicting Agreements; Consents.

  	
   

  
	
   

  	
   

  
	
  3.4. Governmental Licenses.

  	
   

  
	
   

  	
   

  
	
  3.5.
  Real Property.

  	
   

  
	
   

  	
   

  
	
  3.6. Tangible Personal Property.

  	
   

  
	
   

  	
   

  
	
  3.7.
  Contracts.

  	
   

  
	
   

  	
   

  
	
  3.8.
  Intangibles.

  	
   

  
	
   

  	
   

  
	
  3.9. Title to Properties.

  	
   

  
	
   

  	
   

  
	
  3.10. Financial Statements.

  	
   

  
	
   

  	
   

  
	
  3.11.
  Taxes.

  	
   

  
	
   

  	
   

  
	
  3.12.
  Insurance.

  	
   

  
	
   

  	
   

  
	
  3.13.
  Reports.

  	
   

  
	
   

  	
   

  
	
  3.14. Personal and Employee Benefits.

  	
   

  



 


i





















 


	
  (a) Employees and Compensation.

  	
   

  
	
   

  	
   

  
	
  (b)
  Pension Plans.

  	
   

  
	
   

  	
   

  
	
  (c)
  Welfare Plans.

  	
   

  
	
   

  	
   

  
	
  (d)
  Compliance.

  	
   

  
	
   

  	
   

  
	
  (e) Benefit Arrangements.

  	
   

  
	
   

  	
   

  
	
  (f) Multiemployer Plans.

  	
   

  
	
   

  	
   

  
	
  (g) Delivery of Copies of Relevant
  Documents and Other Information.

  	
   

  
	
   

  	
   

  
	
  (h)
  Labor Relations.

  	
   

  
	
   

  	
   

  
	
  3.15. Claims and Legal Actions.

  	
   

  
	
   

  	
   

  
	
  3.16. Environmental Matters.

  	
   

  
	
   

  	
   

  
	
  3.17. Compliance with Laws.

  	
   

  
	
   

  	
   

  
	
  3.18. Conduct of Business in Ordinary Course.

  	
   

  
	
   

  	
   

  
	
  3.19. Transactions with Affiliates.

  	
   

  
	
   

  	
   

  
	
  3.20.
  Broker.

  	
   

  
	
   

  	
   

  
	
  SECTION 4 REPRESENTATIONS AND WARRANTIES OF
  BUYER

  	
   

  
	
   

  	
   

  
	
  4.1.
  Organization, Standing, and Authority.

  	
   

  
	
   

  	
   

  
	
  4.2. Authorization and Binding Obligation.

  	
   

  
	
   

  	
   

  
	
  4.3. Absence of Conflicting Agreements and
  Required Consents.

  	
   

  
	
   

  	
   

  
	
  4.4.
  Brokers.

  	
   

  
	
   

  	
   

  
	
  4.5. Qualifications of Buyer.

  	
   

  
	
   

  	
   

  
	
  4.6. Compliance with Laws.

  	
   

  
	
   

  	
   

  
	
  4.7. Claims and Legal Actions.

  	
   

  
	
   

  	
   

  
	
  SECTION 5 SPECIAL COVENANTS AND AGREEMENTS

  	
   

  
	
   

  	
   

  
	
  5.1.
  FCC Consent.

  	
   

  
	
   

  	
   

  
	
  5.2. Covenants of Sellers.

  	
   

  
	
   

  	
   

  
	
  (a) Commercially Reasonable Efforts.

  	
   

  
	
   

  	
   

  
	
  (b)
  Ordinary Course.

  	
   

  
	
   

  	
   

  
	
  (c) Compliance with Laws.

  	
   

  
	
   

  	
   

  
	
  (d)
  Access.

  	
   

  
	
   

  	
   

  
	
  (e) No Inconsistent Action.

  	
   

  



 


ii





















 


	
  (f)
  Update of Sellers’ Schedules.

  	
   

  
	
   

  	
   

  
	
  (g)
  Contracts.

  	
   

  
	
   

  	
   

  
	
  (h) Copies of Notices regarding Contracts.

  	
   

  
	
   

  	
   

  
	
  (i)
  Licenses.

  	
   

  
	
   

  	
   

  
	
  (j)
  Reports.

  	
   

  
	
   

  	
   

  
	
  (k) Notice of Legal Actions.

  	
   

  
	
   

  	
   

  
	
  (l) Transactions with Affiliates.

  	
   

  
	
   

  	
   

  
	
  5.3.Confidentiality.

  	
   

  
	
   

  	
   

  
	
  5.4.
  Cooperation.

  	
   

  
	
   

  	
   

  
	
  5.5. Allocation of Purchase Price.

  	
   

  
	
   

  	
   

  
	
  5.6. Access to Books and Records.

  	
   

  
	
   

  	
   

  
	
  5.7.
  Employee Matters.

  	
   

  
	
   

  	
   

  
	
  5.8. Joint Sales Agreement.

  	
   

  
	
   

  	
   

  
	
  5.9.
  Consents.

  	
   

  
	
   

  	
   

  
	
  5.10.
  Lease Agreement.

  	
   

  
	
   

  	
   

  
	
  5.11.
  No Control.

  	
   

  
	
   

  	
   

  
	
  5.12.
  Insurance.

  	
   

  
	
   

  	
   

  
	
  5.13. Compliance with the JSA.

  	
   

  
	
   

  	
   

  
	
  5.14 Update of Buyer’s Schedules.

  	
   

  
	
   

  	
   

  
	
  5.15
  SBG Guaranty.

  	
   

  
	
   

  	
   

  
	
  5.16 Nonsolicitation Covenant.

  	
   

  
	
   

  	
   

  
	
  SECTION 6 CONDITIONS TO OBLIGATIONS OF
  BUYER AND SELLER

  	
   

  
	
   

  	
   

  
	
  6.1. Conditions to Obligations of Buyer at
  the First Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Obligations, Covenants and Agreements.

  	
   

  
	
   

  	
   

  
	
  (b) Governmental Licenses.

  	
   

  
	
   

  	
   

  
	
  (c)
  Legal Proceedings.

  	
   

  
	
   

  	
   

  
	
  (d)
  Deliveries.

  	
   

  
	
   

  	
   

  
	
  6.2. Conditions to Obligations of Sellers
  at the First Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Obligations, Covenants and Agreements.

  	
   

  
	
   

  	
   

  
	
  (b)
  Legal Proceedings.

  	
   

  



 


iii





















 


	
  (c)
  Deliveries.

  	
   

  
	
   

  	
   

  
	
  6.3. Conditions to Obligation of Buyer at
  the License Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Representations and Warranties.

  	
   

  
	
   

  	
   

  
	
  (b) Obligations, Covenants and Agreements.

  	
   

  
	
   

  	
   

  
	
  (c)
  FCC Consent.

  	
   

  
	
   

  	
   

  
	
  (d) Governmental Licenses.

  	
   

  
	
   

  	
   

  
	
  (e)
  Required Consents.

  	
   

  
	
   

  	
   

  
	
  (f)
  Deliveries.

  	
   

  
	
   

  	
   

  
	
  6.4. Conditions to Obligations of Sellers
  at the License Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Representations and Warranties.

  	
   

  
	
   

  	
   

  
	
  (b) Obligations, Covenants and Agreements.

  	
   

  
	
   

  	
   

  
	
  (c)
  FCC Consent.

  	
   

  
	
   

  	
   

  
	
  (d)
  Deliveries.

  	
   

  
	
   

  	
   

  
	
  SECTION 7 CLOSING AND CLOSING DELIVERIES

  	
   

  
	
   

  	
   

  
	
  7.1.
  Closings.

  	
   

  
	
   

  	
   

  
	
  (a) First Closing Date.

  	
   

  
	
   

  	
   

  
	
  (b) License Closing Date.

  	
   

  
	
   

  	
   

  
	
  (c) Postponement of Closing.

  	
   

  
	
   

  	
   

  
	
  (d)
  Closing Place.

  	
   

  
	
   

  	
   

  
	
  7.2. Deliveries by Sellers at First Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Conveyancing Documents.

  	
   

  
	
   

  	
   

  
	
  (b) Officer’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (c) Secretary’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (d) Good Standing Certificates.

  	
   

  
	
   

  	
   

  
	
  (e) Opinions of Counsel.

  	
   

  
	
   

  	
   

  
	
  (f) JSA.

  	
   

  
	
   

  	
   

  
	
  (g) Lease.

  	
   

  
	
   

  	
   

  
	
  7.3. Deliveries by Buyer at First Closing.

  	
   

  
	
   

  	
   

  
	
  (a)
  Closing Payment.

  	
   

  
	
   

  	
   

  
	
  (b) Officer’s Certificate.

  	
   

  



 


iv





















 


	
  (c) Secretary’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (d) Assumption Agreements.

  	
   

  
	
   

  	
   

  
	
  (e) Good Standing Certificates.

  	
   

  
	
   

  	
   

  
	
  (f) Opinion of Counsel.

  	
   

  
	
   

  	
   

  
	
  (g) JSA.

  	
   

  
	
   

  	
   

  
	
  (h) Lease.

  	
   

  
	
   

  	
   

  
	
  7.4. Deliveries by Sellers at License
  Closing.

  	
   

  
	
   

  	
   

  
	
  (a) Conveyancing Documents.

  	
   

  
	
   

  	
   

  
	
  (b) Officer’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (c) Secretary’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (d) Good Standing Certificates.

  	
   

  
	
   

  	
   

  
	
  (e) Opinions of Counsel.

  	
   

  
	
   

  	
   

  
	
  (f)
  Consents.

  	
   

  
	
   

  	
   

  
	
  7.5. Deliveries by Buyer at License
  Closing.

  	
   

  
	
   

  	
   

  
	
  (a)
  Closing Payment.

  	
   

  
	
   

  	
   

  
	
  (b) Officer’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (c) Secretary’s Certificate.

  	
   

  
	
   

  	
   

  
	
  (d) Assumption Agreements.

  	
   

  
	
   

  	
   

  
	
  (e) Good Standing Certificates.

  	
   

  
	
   

  	
   

  
	
  (f) Opinion of Counsel.

  	
   

  
	
   

  	
   

  
	
  SECTION 8 TERMINATION

  	
   

  
	
   

  	
   

  
	
  8.1. Termination by Seller.

  	
   

  
	
   

  	
   

  
	
  8.2. Termination by Buyer.

  	
   

  
	
   

  	
   

  
	
  (a) Failure to Obtain FCC Consent.

  	
   

  
	
   

  	
   

  
	
  (b)
  Sellers’ Default.

  	
   

  
	
   

  	
   

  
	
  8.3. Rights on Termination.

  	
   

  
	
   

  	
   

  
	
  8.4. Specific Performance.

  	
   

  
	
   

  	
   

  
	
  SECTION 9 SURVIVAL OF REPRESENTATIONS AND
  WARRANTIES; INDEMNIFICATION; CERTAIN REMEDIES

  	
   

  
	
   

  	
   

  
	
  9.1.
  Survival.

  	
   

  



 


v





















 


	
  9.2. Indemnification by Sellers.

  	
   

  
	
   

  	
   

  
	
  9.3. Indemnification by Buyer.

  	
   

  
	
   

  	
   

  
	
  9.4. Procedure for Indemnification.

  	
   

  
	
   

  	
   

  
	
  9.5. Certain Limitations.

  	
   

  
	
   

  	
   

  
	
  SECTION 10 MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  10.1.
  Fees and Expenses.

  	
   

  
	
   

  	
   

  
	
  10.2.
  Notices.

  	
   

  
	
   

  	
   

  
	
  10.3. Benefit and Binding Effect.

  	
   

  
	
   

  	
   

  
	
  10.4. Further Assurances.

  	
   

  
	
   

  	
   

  
	
  10.5.
  GOVERNING LAW.

  	
   

  
	
   

  	
   

  
	
  10.6.
  Entire Agreement.

  	
   

  
	
   

  	
   

  
	
  10.7. Waiver of Compliance; Consents.

  	
   

  
	
   

  	
   

  
	
  10.8.
  Counterparts.

  	
   

  
	
   

  	
   

  
	
  10.9.
  Severability.

  	
   

  



 


vi





















 


SELLERS’ SCHEDULES


 


	
   

  	
  Schedule 2.2(m)

  	
  –

  	
   

  	
  Excluded Assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.1

  	
  –

  	
   

  	
  Organization and Authority of Sellers

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.3

  	
  –

  	
   

  	
  Conflicts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.4(a)

  	
  –

  	
   

  	
  Governmental Licenses

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.4(b)

  	
  –

  	
   

  	
  Disclosures re Governmental Licenses

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.5

  	
  –

  	
   

  	
  Real Property

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.6

  	
  –

  	
   

  	
  Tangible Personal Property

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.7

  	
  –

  	
   

  	
  Contracts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.8

  	
  –

  	
   

  	
  Intangibles

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.10

  	
  –

  	
   

  	
  Disclosures re Financial Statements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.11

  	
  –

  	
   

  	
  Taxes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.12

  	
  –

  	
   

  	
  Insurance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.14

  	
  –

  	
   

  	
  Personnel and Employee Benefits

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.15

  	
  –

  	
   

  	
  Claims and Legal Actions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 3.18

  	
  –

  	
   

  	
  Conduct of Business in the Ordinary Course

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 5.7

  	
  –

  	
   

  	
  Retained Employees

  



 


BUYER’S SCHEDULES


 


	
   

  	
  Schedule 4.5

  	
  –

  	
   

  	
  FCC Qualifications of Buyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 4.6

  	
  –

  	
   

  	
  Buyer’s Compliance with Laws

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 4.7

  	
  –

  	
   

  	
  Claims and Legal Actions re Buyer

  



 


JOINT SCHEDULES


 


	
   

  	
  Schedule 5.8

  	
  –

  	
   

  	
  Form of Joint Sales Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 5.10

  	
  –

  	
   

  	
  Form of Lease Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 7.2(e)

  	
  –

  	
   

  	
  Opinion of Sellers’ Counsels at First Closing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 7.3(f)

  	
  –

  	
   

  	
  Opinion of Buyer’s Counsel at First Closing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 7.4(e)

  	
  –

  	
   

  	
  Opinion of Sellers’ Counsels at License Closing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule 7.5(f)

  	
  –

  	
   

  	
  Opinion of Buyer’s Counsel at License Closing

  



 


vii