Exhibit
      10.12

    ASSET
      PURCHASE AGREEMENT

    


    This
      Asset Purchase Agreement (the “Agreement”) is made this 24th day of June, 2008,
      by and between Woodward Broadcasting, Inc., Equity Media Holdings Corporation
      (collectively, the “Seller”), and Luken Communications, LLC
      (“Buyer”).

    


    WITNESSETH:

    


    WHEREAS,
      Seller is the holder of certain licenses and authorizations of eligibility
      (the
“Licenses”) issued by the Federal Communications Commission (the “FCC”) for the
      following television stations (collectively, the “Stations”); 

    


    KUOK-TV
      (Facility ID No. 86532), licensed to Woodward, Oklahoma;

     

    KCHM-CA
      (Facility ID No. 41376), licensed to Oklahoma City, Oklahoma;

     

    KOKT-LP
      (Facility ID No. 64580), licensed to Sulphur, Oklahoma; and

     

    KWDW-LP
      (Facility ID No. 36850), licensed to Oklahoma City, Oklahoma.

     

    WHEREAS,
      in accordance with applicable FCC requirements, Seller wishes to sell and assign
      the Licenses and all assets used solely in the operation of the Stations to
      Buyer and Buyer wishes to buy and acquire such assets from Seller;

    


    NOW
      THEREFORE, in consideration of the foregoing and of the mutual agreements and
      covenants contained herein, the parties, intending to be legally bound, agree
      as
      follows:

    


    1.
      Purchase
      and Sale of Assets.
      Subject
      to the terms and conditions set forth below, Seller agrees to assign, sell
      and
      transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s
      rights, title and interest in and to the assets, properties and business (except
      for Excluded Assets) of every kind and description, wherever located, real,
      personal, tangible or intangible, used solely by or otherwise relating solely
      to
      the Stations as
      the
      same shall exist on the Closing Date (as defined herein) (collectively, the
      Station Assets”).
      Seller
      agrees that the Station Assets on the Closing Date shall be
      free and
      clear of any and all liens, claims, petitions, charges and encumbrances of
      any
      nature whatsoever (“Liens”),
      and
      shall include:

    


    (a)
      the
      Licenses and any and all other FCC authorizations pertaining to the Stations
      set forth
      on
      Schedule 1(a) hereto;

     

    (b)
      any
      and all pending applications before the FCC which relate solely to the
      Stations;

    


    (c)
      all
      books and records relating solely to the Stations;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (d)
      all
      of Seller’s proprietary information, technical information, demographic and
      market data, coverage maps, diagrams and the like which relate solely to the
      Station or to the future business of the Stations;

    


    (e)
      all
      of the Seller’s land, leases, land purchase contracts, tower registrations,
      tower permits relating solely to the Stations, including but not limited to
      all
      rights, title and interest under the leases, subleases, licenses, occupancy
      agreements or other contracts relating solely to the Stations, as set forth
      on
      Schedule 1(e) hereto (collectively the “Real Property”); 

    


    (f)
      all
      of the Seller’s right, title and interests under existing agreements, contracts,
      commitments, leases relating solely to the operation of the Stations as more
      fully described on Schedule 1(f) hereto; and 

    


    (g)
      all
      of the Seller’s supplies, equipment, inventories and other property purchased
      but not installed, as and relating solely to the operation of the Stations,
      as
      set forth on Schedule 1(g) hereto. 

    


    In
      connection with the purchase of Station Assets, Buyer shall assume and agree
      to
      pay, perform and discharge when due the following obligations arising in
      connection with the Station Assets and operation of the business, as the same
      shall exist on the Closing Date (collectively, the “Assumed Liabilities”): (i)
      those liabilities arising from the Station Assets that are scheduled by Seller
      in Schedule 3.6 set forth herein and agreed upon by both Parties, (ii) all
      obligations of Seller under the leases, contacts and other agreements included
      in the Station Assets arising and to be performed on or after the Closing Date,
      but excluding any such obligations arising or to be performed prior to the
      Closing Date.

    


    1.1 Excluded
      Assets.
      Notwithstanding
      the foregoing, the Station Assets shall not include the following:

    


    (a)
      cash,
      cash equivalents and cash items of any kind whatsoever, certificates of deposit,
      money market instruments, bank balances and rights in and to bank accounts,
      Treasury bills and marketable securities and other securities;

     

    (b) contracts
      of insurance and insurance plans and the assets thereof, promissory notes,
      amounts due from employees, bonds, letters of credit or other similar items
      and
      any cash surrender value in regard thereto;

     

    (c)
      corporate records and other books and records that pertain to internal corporate
      matters of the Parties and account books of original entry with respect to
      the
      Stations and all original accounts, checks, payment records, Tax records and
      other similar books, records and information relating to operation of each
      respective Station’s Business and any other Assets prior to
      Closing;

    


    (d)
      any
      rights of Seller
      or its
      affiliates as
      of the
      Closing Date to payment for the sale of advertising time and other goods and
      services by the Stations prior to the Closing Date (“Accounts
      Receivable”)


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)
       Any
      contracts
      not set
      forth under Schedule 1(f) hereto; and

    


    (f) the
      assets of Seller located at Seller’s or Seller’s Affiliate’s master control
      facilities located in Little Rock, Arkansas that may be used in the operation
      of
      the Stations.

    


    2. Purchase
      Price and Payment. 

    


    (a) The
      purchase price for the Station Assets shall be Four Million Dollars ($4,000,000)
      (as adjusted pursuant to the purchase price adjustments set forth herein, the
      “Purchase Price”) to be paid at Closing via a wire transfer of immediately
      available funds, to an account designated in writing by the Seller to Buyer.
      Buyer, and affiliates of the Seller, are also entering into contemporaneous
      agreements for the assignment of additional stations (including Licenses and
      relevant Station Assets), attached on Schedule
      2(a)
      hereto
      (the “Additional Stations”), at the prices set forth therein
      and
      Buyer is paying to Seller Five Million Dollars ($5,000,000) as described in
      Schedule 2(a).
      The
      Parties agree that only in the event there is a simultaneous Closing on the
      Stations and Additional Stations, the combined purchase price shall be in an
      amount not to exceed Seventeen Million Five Hundred Thousand Dollars
      ($17,500,000), subject to the payment provisions set forth on Schedule 2(a).
      Otherwise, the Purchase Price set forth in this Section 2(a) and the allocated
      values set forth on Schedule
      2(a)
      shall
      apply.

     

    (b) Except
      for Seller’s contractual relationship with Patrick Communications, Inc., for
      which it shall be solely responsible, Seller and Buyer each represent and
      warrant to the other that neither Buyer nor Seller has engaged any other broker,
      finder or agent in connection with the transactions contemplated by this
      Agreement. 

     

    (c) If,
      within the first 12 month period following Closing, Buyer enters into an
      agreement to directly or indirectly sell, transfer, assign or otherwise dispose
      of (any of the foregoing, a “Transfer”) all or any portion of the capital stock
      or assets of the Stations, collectively or individually, to an unaffiliated
      third party, fifty percent (50%) of the net proceeds of the purchase price
      from
      that transaction that are of an amount greater than the Purchase Price
      (determined, in the case of a sale of certain of the Station Assets set forth
      on
      Schedule 2(a), on a proportionate basis;
      provided, that in the event the Purchase Price paid by Buyer was reduced as
      contemplated by Section 2(a), the Purchase Price for purposes of this Section
      2(c) shall also be determined based on such reduced amount) shall
      be
      paid to Seller within three (3) business days after closing on such future
      transfer.

     

    (d) If,
      within the second 12 month period following Closing, Buyer enters into an
      agreement to directly or indirectly sell, transfer, assign or otherwise dispose
      of (any of the foregoing, a “Transfer”) all or any portion of the capital stock
      or assets of the Stations, collectively or individually, to an unaffiliated
      third party, twenty five percent (25%) of the proceeds of the purchase price
      from that transaction that are of an amount greater than the Purchase Price
      (determined, in the case of a sale of any certain of the Station Assets set
      forth on Schedule 2(a) to be on a proportionate basis) shall be paid to Seller
      within three (3) business days after closing on such future
      transfer.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e)
      All
      revenues and all expenses arising from the Station Assets shall be allocated
      between Buyer and Seller in accordance with generally accepted accounting
      principles, consistently applied, and to effect the principle that Seller shall
      receive all revenues and shall be responsible for all expenses, costs and
      liabilities related to the period prior to the Closing Date, or arising out
      of
      events related to Seller’s ownership of the Station Assets or Seller’s operation
      of the Stations prior to the Closing Date, and Buyer shall receive all revenue
      and shall be responsible for all expenses, costs and liabilities related to
      the
      period subsequent to the Closing Date, or arising out of events related to
      Buyer’s ownership of the Station Assets or Buyer’s operation of the Stations
      subsequent to the Closing Date

     

    3.
      Representations and
      Warranties of Seller.
      Seller
      hereby represents and warrants to Buyer, to the best of its actual knowledge,
      as
      follows:

    


    3.1
      Organization,
      Standing and Qualification.
      Seller
      is a corporation organized under the law of the State of Arkansas, has all
      requisite power and authority to enter into this Agreement and the other
      documents and instruments to be executed and delivered by Seller and to carry
      out the transactions contemplated hereby and thereby.

    


    3.2
      Authorization
      and Binding Obligation.
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents (as defined in Section 7(d)) by Seller have been and will be duly
      and
      validly authorized by all necessary action on the part of Seller. This Agreement
      has been duly signed and delivered by Seller and constitutes the legal, valid
      and binding obligations of Seller, enforceable in accordance with its terms,
      except as the enforceability may be affected by bankruptcy, insolvency or other
      similar laws affecting creditors’ rights generally, and by judicial discretion
      in the enforcement of equitable remedies.

    


    3.3
      Absence
      of Violation, Conflicting Agreements.
      The
      execution, delivery and performance of this Agreement by Seller (with or without
      the giving of notice, lapse of time, or both): do not require the consent of
      any
      third party other than the FCC and those consents set forth in Schedule
      3.3.

    


    3.4
      Real
      Property. No
      real
      property other than that listed on Schedule 1(e) is used in, held for use in
      connection with, or necessary for the conduct of the business or operation
      of
      the Station as they are now operated (other than easements, rights of access,
      and the like included in the Purchased Assets).  

     

    (a) Schedule
      3.4(a)
      sets
      forth a list of each lease or similar agreement under which either Seller is
      lessee of, or holds or operates, any Real Property owned by any third Person
      as
      of the date of this (the “Real
      Property Leases).
      Seller
      has not received any notice of a default, offset or counterclaim under any
      Real
      Property Lease or any other communication asserting any material non-compliance
      with any Real Property Lease.
      Except
      as set forth on Schedule
      3.4(a),
      the
      Seller’s interests under the Real Property Leases are free and clear of all
      Liens other than liens for taxes not yet due and payable. The Seller has
      delivered to Buyer true and complete copies of the Real Property Leases,
      together, in the case of any subleases or similar occupancy agreements, with
      copies of all other leases. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.5
      FCC
      and Governmental Matters.

    


    (a)
      Seller is the sole holder of the Licenses attached as Schedule
      1(a).
      Seller
      has no other authorizations, construction permits or licenses issued by the
      FCC
      pertaining to the Stations. Except as set forth under Schedule 1(a), there
      is
      not pending any action before the FCC to revoke, suspend, cancel, rescind or
      modify the Licenses (other than proceedings to amend FCC rules of general
      applicability). 

     

    (b)
      All
      regulatory fees, reports and other filings required to be filed with the FCC
      by
      Seller have been filed. 

     

    3.6 Liabilities.
      As used
      in this Agreement, the term “Liability” means and includes any direct or
      indirect indebtedness, guaranty, endorsement, claim, cause of action, loss,
      damage, deficiency, cost, expense, obligation or responsibility, fixed or
      unfixed, asserted or unasserted, liquidated or unliquidated, secured or
      unsecured. Except
      as
      otherwise set forth under Schedule 3.6, the Seller has no knowledge of any
      circumstances, condition, events or arrangements, contractual or otherwise,
      which may give rise to material
      Liabilities
      relating solely to the Station Assets or to which any of the Station Assets
      may
      be subject either prior to or after the Closing Date. Buyer shall not be
      required to assume any Liabilities except (i) those arising under Schedule
      3.6
      or otherwise explicitly being assumed herein , (ii) those arising on and after
      the Closing Date, and (iii) those that arise under contracts being assumed
      which
      become due pursuant to the terms of such contracts on and after the Closing
      Date.

    


    3.7
      Absence
      of Contracts.
      Except
      as set forth under Schedule 3.7, Seller is not a party to or bound by any
      written, oral or implied contract, agreement, lease, power of attorney,
      guaranty, surety arrangement or other commitment relating in any way to any
      of
      the Station Assets or to the future business of the Station,
      except
      to the extent they were entered into in the ordinary course consistent with
      past
      practice and are not material to the Seller or the Station Assets.

    


    3.8
      Scope
      of Representations and Warranties.
      Notwithstanding anything to the contrary contained in this Agreement, it is
      the
      explicit intent of each party hereto that Seller is making no representation
      or
      warranty whatsoever, express or implied, including but not limited to any
      implied representation or warranty as to condition, merchantability or
      suitability as to any of the Station Assets, except those representations and
      warranties contained in this Section 3.

    


    4. Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to Seller as follows:

    


    4.1
      Organization
      and Standing.
      Buyer is
      a limited liability company organized under the laws of the State of Tennessee,
      and has all requisite corporate power and authority to enter into this Agreement
      and the other documents and instruments to be executed and delivered by Buyer
      and to carry out the transactions contemplated hereby and thereby.

    


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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.3
      Absence
      of Violation, Conflicting Agreements.
      Buyer’s
      execution, delivery and performance of this Agreement (with or without the
      giving of notice, lapse of time, or both): (i) do not require the consent of
      any
      third party other than the FCC; (ii) will not violate any provision of its
      Articles of Incorporation or By-laws; (iii) will not violate any applicable
      law,
      judgment, order, injunction, decree, rule, regulation, ordinance or ruling
      of
      any court or governmental authority; (iv) 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, such that Buyer could not acquire the Station
      Assets.

    


    4.4
      Absence
      of Litigation.
      There is
      no suit, action, proceeding or investigation pending or, to Buyer’s knowledge,
      threatened before any federal, state or local court, grand jury, administrative
      or regulatory body, arbitration, or mediation panel or similar body, to which
      Buyer is a party, which seeks to enjoin or prohibit or otherwise to question
      the
      validity of any action taken or to be taken by Buyer pursuant to or in
      connection with this agreement.

     

    4.5
      Financial
      Ability.
      Buyer
      has the funds available to purchase the Stations pursuant to the consideration
      provisions set forth under Section 2(a) of this Agreement.

    


    5.
      Covenants
      of Seller.
      Between
      the date hereof and the Closing Date, except as contemplated by this Agreement
      or with the prior written consent of Buyer, Seller hereby covenants and
      agrees:

    


    (a)
      to
      notify Buyer promptly of the commencement or threat of any claim, suit, action,
      arbitration, legal, administrative or other proceeding, governmental
      investigation or tax audit against (i) Seller or (ii) any other party that
      relates in any way to, or that could reasonably be expected to affect the
      Licenses or any of the Station Assets;

    


    (b)
      upon
      Buyer’s request and at Buyer’s expense, to file an application or applications
      or to give written consent to Buyer filing an application or applications with
      the FCC for modification of the transmitting facilities of any of the
      Stations.

    


    (c)
      Notwithstanding any other provision of this Agreement to the contrary, Buyer
      acknowledges and agrees that at any time prior to Closing, Seller and its
      Affiliates and their respective directors (to the extent acting in their
      capacity as such), officers, employees, investment bankers, attorneys,
      accountants and other advisors or representatives (collectively,
      "Representatives") shall have the right to directly or indirectly: (i) initiate,
      solicit and encourage Acquisition Proposals (as defined below), including by
      way
      of providing access to non-public information pursuant to (but only pursuant
      to)
      one or more confidentiality agreements; and (ii) enter into and maintain
      discussions or negotiations with respect to potential Acquisition Proposals
      or
      otherwise cooperate with or assist or participate in, or facilitate, any such
      inquiries, proposals, discussions or negotiations. As used herein, the term
      "Acquisition Proposal" means any inquiry, offer or proposal made by any person,
      entity or group at any time relating to any direct or indirect acquisition
      of
      any or all of the Station Assets. Neither Buyer, its Affiliates nor any of
      their
      respective Representatives shall cooperate with, and shall not take any action
      that interferes with, any actions taken by Seller, its Affiliates and their
      respective Representatives pursuant to this Section 5.3(c), 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
      Joint
      Covenants.

    


    6.1
      Cooperation.
      Buyer
      and Seller shall cooperate fully with each other and their respective counsel
      in
      connection with any actions required to be taken as part of their obligations
      under this Agreement, including (i) the filing of an application (the “FCC
      Application”) with the FCC, (ii) the defense against any petition to deny or
      informal objection filed against the FCC Application, and (iii) the Buyer’s
      assumption of any leases or other agreements relating to the Stations and
      any
      third party consents required thereto. Seller and Buyer shall each prepare
      its
      portion of the FCC Application, which shall be filed with the FCC within ten
      (10) business days after the execution of this Agreement. Each party shall
      share
      equally in the payment of FCC filing fees associated with the FCC Application.
      Each party shall pay its own attorney fees incurred in filing and prosecuting
      the FCC Application. 

    


    7.
      Seller’s
      Deliveries at Closing.
      At
      Closing, Seller shall deliver or cause to be delivered to Buyer the following
      (collectively, the “Transaction Documents”):

    


    (a)
      A
      Certificate, dated as of the Closing Date and signed by Seller to the effect
      that (i) all representations and warranties of Seller contained in this
      Agreement, the Bill of Sale, the Transaction Documents, or in any exhibit,
      schedule, certificate or other document delivered pursuant hereto, shall be
      true
      and correct in all material respects on and as of the Closing Date with the
      same
      force and effect as if made on and as of that date, and (ii) all of the terms,
      covenants and conditions to be complied with and performed by the Seller on
      or
      prior to
      the Closing Date shall have been complied with or performed in all material
      respects;

    


    (b)
      Copies of the Licenses, together with a copy of the FCC’s consent to assignment
      of the Licenses to Buyer or its assignee as contemplated by this Agreement
      (the


    “FCC
      Consent”), and all other files, records and correspondence pertaining to the
      Licenses or the Stations in Seller’s possession;

    


    (c)
      Written evidence reasonably satisfactory to Buyer of the transfer of title
      to
      the Licenses and the other Station Assets, provided, however, the parties are
      in
      agreement that Seller is under no obligation to obtain approval of the
      assignment of the Univision Affiliation Agreement dated March 30, 2007, by
      and
      between Seller and Univision Network Limited Partnership, to Buyer;
      and

    


    (d)
      A
      Bill of Sale, and other such documents or instruments as Buyer may reasonably
      request to carry out the transaction contemplated by this Agreement, including
      but not limited to documents evidencing assignment of the leases, contracts
      and
      Licenses, if so required, except as otherwise provided herein.   


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8.
      Buyer’s
      Deliveries at Closing.
      At
      Closing, Buyer shall deliver or cause to be delivered to Buyer the
      following:

    


    (a)
      A
      Certificate, dated as of the Closing Date and signed by an executive officer
      of
      Buyer, to the effect that (i) all representations and warranties of the Buyer
      contained in this Agreement, or in any exhibit, schedule, certificate or other
      document delivered pursuant hereto, shall be true and correct in all material
      respects on and as of the Closing Date with the same force and effect as if
      made
      on and as of that date, and (ii) all of the terms, covenants and conditions
      to
      be complied with and performed by Buyer on or prior to the Closing Date shall
      have been complied with or performed in all material respects;

    


    (b)
      The
      purchase price as provided in Section 2 hereof by wire transfer of immediately
      available funds; and 

    


    9.
      Closing.

    


    9.1
      Time
      and Place.
      The
      Closing of the Station Assets by Buyer from Seller ("Closing") shall take place
      at a location the parties may mutually specify and may be on the first business
      day following twenty (20) days after the date on which the FCC Consent becomes
      a
      Final Order, or at such earlier time and place as the parties may mutually
      agree
      in the event Buyer agrees to waive the Final Order (such date, the "Closing
      Date"). As used herein a Final Order means a written action or order issued
      by
      the FCC setting forth the grant of the FCC consent (a) which has not been
      reversed, stayed, enjoined, anulled or set aside, and (b) with respect to which
      no requests have been filed for administrative or judicial review,
      reconsideration, appeal or stay, and the time for filing any such requests
      and
      for the FCC to set aside or suspend the action on its own motion has
      expired

    


    10.
      Termination.

    


    10.1
      Termination
      by Buyer.
      Buyer
      may terminate this Agreement, if not then in material default, upon written
      notice to Seller upon the occurrence of any of the following:

    


    (a)
      If
      FCC approval is denied or approval has not been received within the period
      set
      forth in Section 10.2(b) and such denial or failure to receive approval is
      in no
      part due to any wrongful -act or omission by Buyer; or

    


    (b)
      If
      the Seller defaults in the observance or in the due and timely performance
      of
      any of its material covenants or agreements contained herein and such default
      has not been cured within twenty (20) days after written notice by the
      Buyer.

     

    10.2
      Termination
      by Seller.
      Seller
      may terminate this Agreement upon written
      notice to Buyer upon the occurrence of any of the following:

     

    (a)
      for
      any reason whatsoever, subject to responsibility for satisfying the remedies
      set
      forth under Section 10.4 and Schedule 2(a) herein, provided that no liability
      or
      obligation shall be owed to Buyer if Buyer is otherwise in breach of its
      obligations and duties under this Agreement;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
      If
      FCC approval is denied or approval has not been received within twelve months
      from the date the FCC Application is filed and such denial or failure to receive
      approval is in no part due to any act or omission by Seller, provided however,
      that Seller, in its sole option, may extend for an additional six month period;
      or

    


    (c)
      If
      the Buyer defaults in the observance or in the due and timely performance of
      any
      of its material covenants or agreements contained herein, and such default
      has
      not been cured within twenty (20) days after written notice by the Seller.
      

     

    10.3
      Specific
      Performance. The
      parties recognize and agree that the Assets are unique and that if, prior to
      Closing, Buyer breaches this Agreement and refuses to perform under the
      provisions hereof, Seller would be damaged irreparably and the award of monetary
      damages alone would not be adequate to compensate Seller for its injury. Seller
      shall therefore be entitled to obtain specific performance of the terms of
      this
      Agreement, and to injunctive or other equitable relief as remedies or any such
      breach or failure to perform, without waiving any other rights Seller receives
      herein or may have at law or equity.

     

    10.4 Remedies.
      Buyer
      shall have the right to have the Initial Payment (as defined in Schedule 2(a))
      returned to it by Seller only under the following circumstances:

     

    (a) Termination
      by Buyer under Section 10.1(a) or 10.1(b); 

     

    (b) Termination
      by Seller under Section 10.2(a), provided, however, that if Buyer is not
      otherwise in default, and Seller terminates this Agreement for the purposes
      of
      entering into an agreement with an independent third party for the sale of
      the
      Stations, payment of the Initial Payment to Buyer shall not be due and payable
      until consummation of the aforementioned transaction between Seller and that
      third party;

     

    (c) Termination
      by Seller under 10.2(b), provided Buyer is not otherwise in default under this
      Agreement; or

     

    (d) If
      there
      is a failure to close within 20 days after the FCC Consent becomes a Final
      Order, and such failure is solely due to the fault of Seller, or in the event
      that Seller fails to enter into a definitive agreement to sell the Stations
      to
      an unaffiliated third party within 20 days after the FCC Consent becomes a
      Final
      Order, provided however that Buyer shall have the option to waive the right
      to
      the return of the Initial Payment, and instead may claim specific performance
      of
      the terms of this Agreement.

     

    Further,
      the right to have the Initial Payment returned shall also include any additional
      payments made by Buyer on the Purchase Price.

     

    10.5
      Effect
      of Termination.
      If this
      Agreement is validly terminated pursuant to this Section 10, this Agreement
      will
      forthwith become null and void, and except as otherwise set forth herein, there
      will be no further liability or obligation on the part of Seller or Buyer (or
      any of their respective officers, directors, employees, agents or other
      representatives or Affiliates). 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    11.
      Indemnification.

     

    11.1
      Seller’s
      Indemnification.
      Seller
      shall indemnify, defend and hold Buyer and its officers, directors, employees
      or
      agents harmless from and against any and all loss, cost, liability, damage
      and
      expense (including legal and other expenses incident thereto) of every kind,
      nature or description arising out of: (a) the breach of any representation
      or
      warranty of Seller set forth in this Agreement or in any schedule or certificate
      delivered to Buyer pursuant hereto; (b) the breach of any of the covenants
      or
      agreements by Seller contained in or arising out of this Agreement or the
      transactions contemplated hereby; or (c) the ownership of the Licenses prior
      to
      the Closing Date, and the conduct of the business of the Stations prior to
      the
      Closing Date, including, but not limited to, any liability, judgment or damages
      against Seller, its officers, directors, employees or agents, as a result of
      litigation involving the Seller prior to the Closing Date.   

     

    11.2
      Buyer’s
      Indemnification.
      Buyer
      shall indemnify, defend and hold Seller and its employees or agents harmless
      from and against any and all loss, cost, liability, damage and expense
      (including legal and other expenses incident thereto) of every kind, nature
      or
      description arising out of (a) the breach of any representation or warranty
      of
      Buyer set forth in this Agreement; or (b) the ownership of the Licenses after
      the Closing Date and the conduct of the Stations after the Closing Date; or
      (c)
      the breach of any of the covenants or agreements by Buyer contained in or
      arising out of this Agreement or the transactions contemplated
      thereby,
      including, without limitation, any failure to timely pay or perform the Assumed
      Liabilities.

     

    11.3 Indemnification
      Procedure.
      In the
      event of any claim for indemnification hereunder, the claiming Party (the
“Indemnified Party”) will promptly notify the indemnifying Party (the
“Indemnifying Party”) in writing of the basis for the amount of the claim,
      including the name of any third party involved. The Indemnifying Party will
      have
      the right, to be exercised within thirty (30) days of notice, if liability
      to a
      third party is involved, to defend or compromise such matter at the sole cost
      and expenses of the Indemnifying Party, and the Indemnified Party must cooperate
      fully in such defense. The Indemnified Party will not settle or compromise
      any
      claim by a third party for which it is entitled to indemnification without
      the
      prior consent of the Indemnifying
      Party,
      unless
      suit has been instituted and the Indemnifying Party has not assumed control
      of
      the suit. The Parties agree that no amount shall be payable under this Section
      11 unless and until the aggregate amount of all indemnifiable losses otherwise
      payable exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”), and
      then only to the extent such claims exceed the Deductible. The aggregate amount
      that either Party shall be required to indemnify and hold harmless the other
      Party shall not exceed the amount of Four Hundred Thousand Dollars ($400,000),
      provided that such limitation shall not apply to repayment obligations to Buyer
      for return of payments on the Purchase Price. Further, Buyer shall be prevented
      from seeking indemnification from Seller for matters of which the Buyer has
      or
      should have had knowledge based on Henry Luken’s previous position as
CEO,
      President
      and/or Chairman
      of the Board of Directors of Equity Media Holdings Corporation. To
      the
      extent that any losses that are subject to indemnification pursuant to this
      Section 11.3 are covered by insurance, the Indemnified Party shall use
      commercially reasonable efforts to obtain the maximum recovery under such
      insurance; provided that the Indemnified Party shall nevertheless be entitled
      to
      bring a claim for indemnification under this Article in respect of such claims
      and the time limitations set forth in this Section for bringing a claim of
      indemnification under this Agreement shall be tolled during the pendency of
      such
      insurance claim. The existence of a claim by the Indemnified Party for monies
      from an insurer or against a third party in respect of any loss shall not,
      however, delay any payment pursuant to the indemnification provisions contained
      herein and otherwise determined to be due and owing by the Indemnifying Party.
      If the Indemnified Party has received the payment required by this Agreement
      from the Indemnifying Party in respect of any loss and later receives proceeds
      from insurance or other amounts in respect of such loss, then it shall hold
      such
      proceeds or other amounts in trust for the benefit of the Indemnifying Party
      and
      shall pay to the Indemnifying Party, as promptly as practicable after receipt,
      a
      sum equal to the amount of such proceeds or other amount received, up to the
      aggregate amount of any payments received from the Indemnifying Party pursuant
      to this Agreement in respect of such Loss. Notwithstanding any other provisions
      of this Agreement, it is the intention of the parties that no insurer or any
      other third party shall be (i) entitled to a benefit it would not be entitled
      to
      receive in the absence of the foregoing indemnification provisions, or (ii)
      relieved of the responsibility to pay any claims for which it is
      obligated.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    11.4
      Survival. The
      representations and warranties set forth herein shall survive the Closing for
      a
      period of twelve months after the Closing,
      and
      shall terminate on such date except to the extent that any claims for
      indemnification in respect of a breach of any such representation or warranty
      is
      made on or before such date, in which case such representation or warranty
      shall
      survive until the resolution of such claim. 

     

    12.
      Assignability.
       

    


    (a) Each
      Party agrees that the entirety of the other Party’s unperformed rights, duties,
powers,
      benefits
      and obligations under this Agreement are assignable to a commonly owned
      affiliate, provided that Party agrees to accept such assignment and assume
      all
      such obligations hereunder. In addition, Buyer recognizes that Seller may assign
      its rights hereunder to a third party upon Seller providing prior written notice
      to Buyer, and that Buyer may assign its rights hereunder to a third party only
      upon obtaining the prior written consent of Seller and the Collateral Agent
      (as
      defined herein). Notwithstanding
      anything to the contrary herein , Seller (or any of its trustees or successors)
      shall have the right, without any notice to Buyer or any of its affiliates,
      to
      freely and without limitation, assign this Agreement to any person or entity,
      including, without limitation, the to Wells Fargo Bank, National Association,
      as
      collateral agent for the lenders (including any successor thereto, the
“Collateral Agent”) under the Third Amended and Restated Credit Agreement, dated
      as of February 13, 2008, among EMHC, Seller, certain other subsidiaries of
      EMHC,
      and the financial institutions party thereto (as amended, supplemented and
      otherwise modified from time to time, the “Credit Agreement”). Each of Seller
      and Purchaser agrees and acknowledges that (i) this Agreement constitutes an
      “executory contract” as such term is used in Title 11 of the United States Code
      (as amended, the “Bankruptcy Code”), is not a financial accommodations contract
      for purposes of the Bankruptcy Code and is capable of both assumption and
      assignment pursuant to section 365 of the Bankruptcy Code and (ii) the rights
      of
      Seller under this Agreement may be exercised (without the necessity of
      assumption) by Seller (or any of its trustees or successors) under the
      Bankruptcy Code and any applicable provisions of bankruptcy or non-bankruptcy
      law or by an unrelated third party, provided, however, that in the event the
      trustee fails to honor this Agreement or does not enter into an agreement to
      assign the Stations to a third party, whereby the Stations remain with the
      Licensee, the Initial Payment, and any additional payments on the Purchase
      Price, shall be returned to Buyer. Purchaser agrees that neither it nor any
      of
      its affiliates shall, directly or indirectly, (i) object to, delay, or take
      any
      other action to interfere, directly or indirectly, in any respect of the
      exercise of any rights or powers hereunder and/or the assumption and/or
      assignment of this Agreement pursuant to any provision of the Bankruptcy Code
      or
      any other provision or principle of bankruptcy or non-bankruptcy law, or (ii)
      encourage any person or entity to do any of the foregoing. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
       Buyer
      hereby acknowledges that Seller will grant a security interest in all of its
      rights under this Agreement to Wells Fargo Bank, National Association, as
      collateral agent for the lenders (including any successor thereto, the
      "Collateral Agent") under the Third Amended and Restated Credit Agreement,
      dated
      as of February 13, 2008, among Equity Media Holdings Corporation, a Delaware
      corporation (“EMHC”), Seller, certain other subsidiaries of EMHC, and the
      financial institutions party thereto (as amended, supplemented and otherwise
      modified from time to time, the "Credit Agreement"), and Buyer hereby consents
      to the granting of such security interest. Buyer further agrees that, following
      such grant, (x) Buyer shall execute and deliver any and all instruments,
      certificates and documents, and take any and all actions, as the Seller or
      the
      Collateral Agent may reasonably request from time to time to ensure that the
      Collateral Agent has and maintains a first priority security interest in the
      rights of the Seller under this Agreement and (y) the Collateral Agent shall
      have the right, both prior to and following any default under the Credit
      Agreement and without any further action by any other party hereto, to exercise
      the rights of the Seller under this Agreement and to enforce the obligations
      of
      Buyer hereunder. 

    


    13.
      Taxes.
      Seller
      shall be solely responsible for any sales, use or transfer tax due as a result
      of this transaction.

    


    14.
      Other
      Provisions.

     

    14.1
      Fees.
      Should
      any party default in the performance of any of the terms or conditions of this
      Agreement, which default results in the filing of a lawsuit for damages,
      specific performance, or other permitted remedy, the prevailing party in such
      lawsuit shall be entitled to its reasonable legal fees and expenses, including
      such fees and expenses at the appellate level. Except as otherwise provided
      in
      this Agreement, each Party hereto shall pay its own expenses incurred in
      connection with the authorization, preparation, execution and performance of
      this Agreement, including, without limitation, all fees and expenses of counsel,
      accountants, agents and representatives.

     

    14.2
      Benefit
      and Binding Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors, heirs and assigns.

     

    14.3
      Governing
      Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of the State of Delaware, without regard to the choice of law provisions
      thereof.   


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    14.4
      Construction.
      The
      parties acknowledge and agree that this Agreement has been fully negotiated
      between them and shall not be interpreted or construed against the drafting
      party.

     

    14.5
      Notices.
      All
      notices, demands, requests or other communication required or permitted
      hereunder shall be in writing and sent by certified, express or registered
      mail,
      return receipt requested, postage prepaid, overnight air courier service,
      personal delivery, or via facsimile (with proof of transmission) to the address
      specified below (or to such other address which a party shall specify to the
      other party in accordance herewith):

    


    
      	
              If
                to Buyer:

            	
              Luken
                Communications, LLC

            
	 	
              835
                Georgia Avenue

            
	 	
              Suite
                600

            
	 	
              Chattanooga,
                TN 37402

            
	 	
              Attn:
                Henry Luken

            
	 	 
	 	 
	
              If
                to Seller:

            	
              Woodward
                Broadcasting, Inc.

            
	 	
              Equity
                Media Holdings Corporation

            
	 	
              #1
                Shackleford Drive, Suite 400

            
	 	
              Little
                Rock, AR 72211

            
	 	
              Attn:
                Greg Fess

            


    

    


    Notice
      shall be deemed to have been given on the date of personal delivery, the date
      set forth in the records of the delivery service, or on the return
      receipt.

    


    14.6
      Multiple
      Counterparts and Facsimile Signatures
      This
      Agreement may be signed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same Agreement.
      Counterpart signatures to the Agreement delivered and received by facsimile
      shall be acceptable and binding to both parties.

     

    14.7
      Entire
      Agreement.
      This
      Agreement, the Schedules and Exhibits hereto, and all documents to be delivered
      by the parties pursuant hereto, collectively represent the entire understanding
      and agreement between Buyer and Seller with respect to the subject matter
      hereof. This Agreement supersedes all prior memoranda and agreements between
      the
      parties hereto, and may not be modified, supplemented or amended, except by
      a
      written instrument signed by each of the parties hereto designating specifically
      the terms and provisions so modified, supplemented or amended.

     

    14.8
      Captions.
      The
      section captions and headings in this Agreement are for convenience and
      reference purposes only and should not affect in any way the meaning or
      interpretation of his Agreement. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    14.9
      No Waiver.
      Unless
      otherwise specifically agreed in writing to the contrary: (i) the failure of
      any
      party at any time to require performance by the other of any provision of this
      Agreement shall not affect such party’s right thereafter to enforce the same;
      (ii) no waiver by any party of any default by another shall be taken or held
      to
      be a waiver by such party of any other preceding or subsequent default; and
      (iii) no extension of time granted by any party for the performance of any
      obligation or act by any other party shall be deemed to be an extension of
      time
      for the performance of any other obligation or act hereunder.

     

    14.10
      Further
      Assurances.
      The
      parties acknowledge that FCC consent is required to transfer of the Licenses,
      and agree not to effect such transfer before such consent has been obtained.
      At
      and after the Closing Date, Buyer and Seller will, without further
      consideration, execute and deliver such further instruments and documents and
      do
      such other acts and things that the other party may reasonably request in order
      to effect or confirm the transactions contemplated by this
      Agreement.


     

    14.11.
      Confidentiality.
      Each
      Party agrees to maintain in confidence any non-public information received
      from
      any other party, and to use such non-public information only for purposes of
      consummating the transactions contemplated by this Agreement. Such
      confidentiality obligations will not apply to (i) information which was known
      to
      the one party or their respective agents prior to receipt from another party;
      (ii) information which is or becomes generally known without the breach of
      this
      Section by any party; (iii) information acquired by a party or their respective
      agents from a third party who was not bound to an obligation of confidentiality;
      and (iv) disclosure required by law. Notwithstanding
      the foregoing, Seller and its Affiliates shall be entitled to provide all
      reasonable information, including any information that would be otherwise
      restricted by this Section 14.11, to its lenders, administrative agent and
      collateral agent under the Credit Agreement and other financing
      sources.

     

    14.12
      Interpretation.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties to express their mutual intent. In the event that an ambiguity or
      question of intent or interpretation arises, this Agreement shall be construed
      as if drafted jointly by the parties, and no presumption or burden of proof
      shall arise favoring or disfavoring any person or entity by virtue of the
      authorship of any of the provisions of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and first year above written.

    


    
      	
              WOODWARD
                BROADCASTING, INC.

            
	 	 
	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title:

            	 
	 	 
	
              EQUITY
                MEDIA HOLDINGS CORPORATION

            
	 	 
	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title:

            	 
	 	 
	
              LUKEN
                COMMUNICATIONS, LLC

            
	 	 
	
              By:

            	 
	 	 
	
              Name:

            	 
	 	 
	
              Title: