EX-4.6






EXHIBIT 4.6




COMPANY STOCK PURCHASE AGREEMENT




COMPANY STOCK PURCHASE AGREEMENT, dated as of November 7, 2005 (this “Agreement”), by
and among MR. LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, a Nevada limited
partnership, and PAXSON ENTERPRISES, INC., a Nevada corporation (collectively, the “Paxson
Stockholders”) and PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the
“Company”).



W I T N E S S E T H:




WHEREAS, this Agreement is being entered into contemporaneously with the execution by the
Paxson Stockholders and NBC Palm Beach Investment II, Inc., a California corporation and wholly
owned subsidiary of NBC Universal, Inc., a Delaware corporation (“NBCU”), of that certain
Call Agreement (the “Call Agreement”);



WHEREAS, the Paxson Stockholders are the record and beneficial owners of 8,311,639 shares of
Class B Common Stock (“Class B Common Stock”), par value $0.001 per share, of the Company
and 15,455,062 shares of Class A Common Stock (“Class A Common Stock” and, together with
Class B Common Stock, “Common Stock”), par value $0.001 per share, of the Company,
representing all of the shares of Common Stock held and owned by the Paxson Stockholders; and



WHEREAS, in the event that NBCU or a Permitted Transferee (as defined in the Call Agreement)
does not exercise its right under the Call Agreement, the Company agrees, on the terms and
conditions set forth in this Agreement, to purchase the Shares from the Paxson Stockholders.



NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements herein
contained and other good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:



ARTICLE I




DEFINED TERMS




Section 1.1 Definitions. As used in this Agreement, the following terms shall have
the meanings set forth below:




“Affiliate” means, with respect to any Person, any other Person that controls,
is controlled by, or is under common control with, such Person, including the executive
officers and directors of such Person. As used in this definition, “control” (including its
correlative meanings, “controlled by” and “under common control with”) means the possession,
directly or indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other ownership interests, by
contract or otherwise).




“Agreement” has the meaning assigned to it in the Preamble.




“Business Day” means any day, other than a Saturday, Sunday or a day on which
commercial banks in New York, New York are authorized or obligated by law or executive order
to close.




“Call Agreement” has the meaning assigned to it in the recitals.




“Call Closing” has the meaning assigned to it in the Call Agreement.




“Call Right” has the meaning assigned to it in the Call Agreement.




“Class A Closing” has the meaning assigned to it in Section 2.3.




“Class B Closing” has the meaning assigned to it in Section 2.4.




“Class A Common Stock” has the meaning assigned to it in the recitals.




“Class B Common Stock” has the meaning assigned to it in the recitals.




“Class A Escrow Agent” means the designated escrow agent under the Class A
Escrow Agreement.




“Class B Escrow Agent” means an escrow agent mutually acceptable to, and to be
designated by, the Paxson Stockholders and the Company.




“Class A Escrow Agreement” means the Escrow Agreement to be entered into among
NBCU, the Paxson Stockholders and the Class A Escrow Agent with respect to the Class A
Common Stock.




“Class B Escrow Agreement” means the Escrow Agreement to be entered into among
the Company, the Paxson Stockholders and the Class B Escrow Agent with respect to the Class
B Common Stock.




“Class B Initial Payment” has the meaning assigned to it in Section 2.2(b).




“Communications Act” means the Communications Act of 1934, as amended
(including, without limitation, the Cable Communications Policy Act of 1984 and the Cable
Television Consumer Protection and Competition Act of 1992) and all rules and regulations of
the FCC, in each case as from time to time in effect.




“Company” has the meaning assigned to it in the Preamble.




“Conflicting Provision” has the meaning assigned to it in Section 5.3.




“Effective Date” means the date hereof.




“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.




“FCC” means the Federal Communications Commission and any successor
governmental entity performing functions similar to those performed by the Federal
Communications Commission on the date hereof.




“FCC Application” means the application required to be filed in connection with
the transfer of control of the Company’s television stations from PMC to the Company
(including the Company’s purchase of the Class B Common Stock) pursuant to this Agreement.




“FCC Single Majority Stockholder” has the meaning assigned to it in the
Stockholder Agreement.




“Governmental Authority” means the FCC and any other federal, national,
supranational, state, provincial, local, or similar government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or judicial or
arbitral body.




“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.




“Investor Call Right Termination” has the meaning assigned to it in the Call
Agreement.




“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien
(statutory or other) or security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement or any financing
lease having substantially the same effect as any of the foregoing).




“Letter of Credit” means an Irrevocable Standby Letter of Credit established by
the Company, issued by Citibank, N.A., for the benefit of the holders of the Class B Common
Stock (“Beneficiaries”), permitting draw by the Beneficiaries upon unilateral notice
to Citibank, N.A. certifying that payment is due under this Agreement, and payment has not
been otherwise made by the Company.




“Master Agreement” means the Master Transaction Agreement, dated as of the date
hereof, among the Company, the Paxson Stockholders, PMC, NBC Palm Beach Investment I, Inc.,
NBC Palm Beach Investment II, Inc. and NBCU, as from time to time amended, modified or
supplemented.




“NBCU” has the meaning assigned to it in the recitals.




“Paxson Estate Planning Affiliates” means collectively (i) all limited partners
of Second Crystal Diamond Limited Partnership, other than Lowell W. Paxson and Paxson
Enterprises, Inc., and (ii) Marla J. Paxson, the children or other lineal descendants
(whether adoptive or biological) of Lowell W. Paxson and any revocable or irrevocable inter
vivos or testamentary trust (including any trustee of such trust in his or her capacity as
trustee) or the probate estate (including any executor or executrix of such estate in his or
her capacity as such) of any such individual, so long as one or more of the foregoing
individuals is the principal beneficiary of such trust or probate estate, or any
corporation, partnership, limited liability company or other entity in which any of the
foregoing individuals has a controlling interest.




“Permitted Transferee” has the meaning assigned to it in Section 2.5(a) of the
Call Agreement.




“Person” means an individual, corporation, unincorporated association,
partnership, group (as defined in subsection 13(d)(3) of the Exchange Act), trust, joint
stock company, joint venture, business trust or unincorporated organization, limited
liability company, any governmental entity or any other entity of whatever nature.




“PMC” means Paxson Management Corporation.




“Purchase Price” has the meaning assigned to it in Section 2.1(b).




“Remaining Class B Purchase Price” means $482,000.




“Restricted Period” has the meaning assigned to it in Section 2.5.




“Paxson Stockholders” has the meaning assigned to it in the Preamble.




“Shares” means the 8,311,639 shares of Class B Common Stock and 15,455,062
shares of Class A Common Stock owned by the Paxson Stockholders, and any shares of common
stock of the Company or other securities that may be received by the Paxson Stockholders
with respect to such Shares (x) as a result of a stock dividend or distribution on, stock
split or reverse stock split of, or similar event with respect to Shares or (y) on account
of Shares in a merger, consolidation, combination, reclassification, recapitalization or
similar transaction involving the Company.




“Stockholder Agreement” means the Amended and Restated Stockholder Agreement,
dated as of the date hereof, among the Company, NBCU and the Paxson Stockholders, as from
time to time amended, modified or supplemented.




“Termination Date” means the date of termination of the Company’s obligations
to purchase the Shares hereunder pursuant to Section 2.8.




“Transaction Agreements” has the meaning assigned to it in the Master
Agreement.




“Transfer” means, with respect to the Shares, any direct or indirect sale,
assignment, pledge, offer or other transfer or disposal of any interest in the Shares.



ARTICLE II




PURCHASE OBLIGATION





Section 2.1 Obligation to Purchase.



(a) The Letter of Credit shall be established within three (3) Business Days following the
Effective Date.



(b) The aggregate purchase price, payable as provided herein, by or on behalf of the Company
to the Paxson Stockholders (the “Purchase Price”) is $6,274,140.80, being the sum of (i)
$2,410,375.30 which is the amount payable for the Class B Common Stock owned by the Paxson
Stockholders (the “Class B Purchase Price) and (ii) $3,863,765.50 which is the amount
payable for the Class A Common Stock owned by the Paxson Stockholders (the “Class A Purchase
Price”). The Purchase Price for the Class B Common Stock and the Class A Common Stock
specified in the previous sentence shall be equitably adjusted to reflect any conversions,
reclassifications, reorganizations, stock dividends, stock splits, reverse splits and similar
events which occur with respect to the Shares after the date hereof and on or prior to the Call
Closing.



(c) Pursuant to the Class A Escrow Agreement, the Paxson Stockholders shall deposit shares
representing the Class A Common Stock held by the Paxson Stockholders in escrow, duly endorsed in
blank or accompanied by stock powers duly executed in blank, with all necessary stock transfer
stamps affixed thereto, for disbursement as provided in the Class A Escrow Agreement. Pursuant to
the Class A Escrow Agreement, an amount equal to the Class A Purchase Price shall be deposited by
NBCU in escrow and shall be subject to disbursement as provided by the Class A Escrow Agreement.
Upon an exercise of the Call Right (and in advance of the Call Closing) or an Investor Call Right
Termination, an amount equal to the Class A Purchase Price shall be released to the Paxson
Stockholders pursuant to the Class A Escrow Agreement.



Section 2.2 Initial Payment on Class B Common Stock.



(a) As soon as practicable after an Investor Call Right Termination, the Paxson Stockholders
shall deposit in escrow with the Class B Escrow Agent certificates for the Class B Common Stock
pursuant to the Class B Escrow Agreement to be entered into among the Company, the Paxson
Stockholders and the Class B Escrow Agent. For so long as the shares of Class B Common Stock are
held in an escrow, the Paxson Stockholders shall have the right to vote the shares of Class B
Common Stock at any and all meetings of the stockholders of the Company without restriction.



(b) To effect the Company’s purchase of the shares of Class B Common Stock owned by the Paxson
Stockholders, within five (5) Business Days after any Investor Call Right Termination (and without
regard to the filing of the FCC Application), the Paxson Stockholders may, without notice or demand
to, or other participation by, the Company, draw down against the Letter of Credit the amount of
$1,928,375.30 (the “Class B Initial Payment”) by presentment of a draft in accordance
therewith in such amount, which shall be paid as required by the Letter of Credit. Anything in
this Agreement expressly or implicitly to the contrary notwithstanding, under no circumstances
shall the Class B Initial Payment be recallable or refundable, whether or not there is a Class B
Closing.



(c) Concurrently with (but in no event later than 10 Business Days after) the Investor Call
Right Termination, the parties shall cause to be filed the FCC Application. The FCC Application
may not include requests for any waivers of the FCC’s rules other than requests to continue
existing waivers pursuant to the FCC’s “satellite” station policy. If the Paxson Stockholders
determine that the pre-merger notification and waiting period requirements of the HSR Act apply
with respect to the Transfer to the Company of the Class B Common Stock owned by the Paxson
Stockholders and to the transfer of control of the Company’s television stations from PMC to the
Company pursuant to this Agreement, the Paxson Stockholders and the Company shall make the
necessary respective filings, each cooperating with the other, as promptly as practicable following
the Investor Call Right Termination.



Section 2.3 Class A Common Stock Purchase and Closing.



(a) The closing of the purchase by the Company of the Class A Common Stock owned by the Paxson
Stockholders (the “Class A Closing”) shall occur immediately following an Investor Call
Right Termination.




(b) As soon as practicable after Investor Call Right Termination, but subject to the
terms of the Class A Escrow Agreement, the Paxson Stockholders shall notify the Class A
Escrow Agent as provided in the Class A Escrow Agreement to release to the Company the
 shares of the Class A Common Stock by providing a notice to the Class A Escrow Agent in the
form of Exhibit A hereto. The Class A Common Stock shall be delivered to the
Company at the Class A Closing free and clear of all Liens endorsed in blank with necessary
transfer stamps. Upon receipt of the certificates the Company shall be deemed, without
affirmative act or acknowledgement, and without the right to refuse or to impose any further
conditions, to have purchased the shares of Class A Common Stock owned by the Paxson
Stockholders.



Section 2.4 Class B Common Stock Purchase and Closing.



(a) The closing of the purchase of the Class B Common Stock owned by the Paxson Stockholders
(the “Class B Closing”) shall occur following an Investor Call Right Termination and upon
grant of the FCC Application (in the event of an Investor Call Right Termination).



(b) At the Class B Closing (A) the Paxson Stockholders shall present a draft in accordance
with the Letter of Credit requesting payment of the Remaining Class B Purchase Price, and upon
receipt of the Remaining Class B Purchase Price and (B) the Paxson Stockholders shall provide a
notice to the Class B Escrow Agent in the form of Exhibit B hereto to deliver to the
Company certificates representing all of the shares of Class B Common Stock owned by the Paxson
Stockholders. The Class B Common Stock shall be delivered to the Company at the Class B Closing,
free and clear of all Liens duly endorsed in blank or accompanied by stock powers duly executed in
blank, with all necessary stock transfer stamps affixed thereto. Upon endorsement and delivery of
the certificates to the Company as required above, the Company shall be deemed, without affirmative
act or acknowledgement, and without the right to refuse or to impose any further conditions, to
have purchased the shares of Class B Common Stock owned by the Paxson Stockholders.



Section 2.5 Limitation on Transfer of the Shares by the Paxson Stockholders. From the
date hereof until the earlier of (a) the purchase of the Common Stock pursuant to the Call
Agreement, (b) the Class A Closing and Class B Closing having occurred, and (c) the Termination
Date (the “Restricted Period”), the Paxson Stockholders shall not Transfer any of the
Shares; provided, however, that the Paxson Stockholders may Transfer, the Shares to
one or more Paxson Estate Planning Affiliates so long as following such Transfer, the Paxson
Stockholders or a Paxson Estate Planning Affiliate remains the FCC Single Majority Shareholder of
the Company under applicable FCC rules and each Paxson Estate Planning Affiliate to whom any of the
Shares is Transferred by a Paxson Stockholder agrees in writing to be bound by the Transaction
Agreements to which such Transferring Paxson Stockholder is a party in its capacity as a Paxson
Stockholder.



Section 2.6 Conversion of Shares. During the Restricted Period, the Paxson
Stockholders shall not convert any of the Shares into any other security of the Company.



Section 2.7 Legends. The Paxson Stockholders agree to the imprinting, for so long as
appropriate, of substantially the following legends on certificates representing any of the Shares:



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN AMENDED
AND RESTATED STOCKHOLDER AGREEMENT, DATED AS OF NOVEMBER 7, 2005, AMONG PAXSON
COMMUNICATIONS CORPORATION, LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED
PARTNERSHIP, PAXSON ENTERPRISES, INC. AND NBC UNIVERSAL, INC.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CALL
AGREEMENT DATED AS OF NOVEMBER 7, 2005, AMONG MR. LOWELL W. PAXSON, SECOND CRYSTAL
DIAMOND LIMITED PARTNERSHIP, PAXSON ENTERPRISES, INC. AND NBCU PALM BEACH INVESTMENT
II, INC.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A COMPANY
STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 7, 2005, AMONG MR. LOWELL W. PAXSON,
SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, PAXSON ENTERPRISES, INC. AND PAXSON
COMMUNICATIONS CORPORATION.



Section 2.8 Termination. All obligations of the Company to purchase Shares hereunder
shall, with no liability on its part whatsoever, terminate upon the lapse of two years after the
Investor Call Right Termination if the Class B Closing has not occurred; provided that
nothing in this Section 2.8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




Section 3.1 Representations and Warranties of the Paxson Stockholders. Each Paxson
Stockholder represents and warrants to the Company as follows:




(a) Existence; Compliance with Law. Each of the Paxson Stockholders that is an
individual has full legal right and capacity to execute and deliver this Agreement and each
of the Paxson Stockholders that is not an individual is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and each of the
Paxson Stockholders has all necessary power and authority to enter into this Agreement, to
carry out its obligations and to consummate the transactions contemplated hereby. The
execution and delivery by each Paxson Stockholder of this Agreement, the performance by each
Paxson Stockholder of its obligations hereunder and the consummation by each Paxson
Stockholder of the transactions contemplated hereby have been duly authorized by all
requisite action on the part of each Paxson Stockholder and its stockholders or partners, as
the case may be. This Agreement has been duly executed and delivered by each Paxson
Stockholder, and (assuming due authorization, execution and delivery by the other parties)
this Agreement constitutes legal, valid and binding obligations of each Paxson Stockholder,
enforceable against each Paxson Stockholder in accordance with its terms.




(b) Authorization; Enforceable Obligations. Assuming that all consents,
approvals, authorizations and other actions described in Section 4.3 have been obtained, all
filings and notifications listed in Schedule 3.1(b) have been made and any applicable
waiting period has expired or been terminated, and except as may result from any facts or
circumstances relating solely to the Company, the execution, delivery and performance of
this Agreement does not and will not (i) violate, conflict with or result in the breach of
the certificate of incorporation or by laws (or similar organizational documents) of such
Paxson Stockholder that is a corporate entity, (ii) conflict with or violate any law or
Governmental Order applicable to such Paxson Stockholder or (iii) conflict with, result in
any breach of, constitute a default (or event which with the giving of notice or lapse of
time, or both, would become a default) under, require any consent under, or give to others
any rights of termination, acceleration or cancellation of, any note, bond, mortgage or
indenture, contract, agreement, lease, sublease, license, permit, franchise or other
instrument or arrangement to which such Paxson Stockholder or any of its subsidiaries is a
party, except, in the case of clauses (ii) and (iii), as would not materially and adversely
affect the ability of such Paxson Stockholder to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.




(c) Ownership. Each of the Paxson Stockholders owns the Shares set forth
opposite his or its name on Schedule 3.1(c) attached hereto, free and clear of all Liens.
Upon Closing as provided herein, the Company shall acquire good title to the Shares
delivered by such Paxson Stockholder, free and clear of all Liens. Such Paxson Stockholder
is not a party to, and has no knowledge of, any voting trust, proxy or any other agreement
or understanding with respect to the Shares other than as created by the Transaction
Agreements. Upon delivery of and payment for the shares at the Closing as provided herein,
the Company shall own all of the outstanding shares of Class B Common Stock owned by the
Paxson Stockholders.



Section 3.2 Survival of Representations and Warranties. All representations and
warranties made herein shall survive for a period of three years after the termination of this
Agreement.



ARTICLE IV




OTHER AGREEMENTS




Section 4.1 Inconsistent Actions. Once the FCC Application or other request for
action by any Governmental Authority has been filed, neither the Company nor any Paxson Stockholder
shall take any action that could reasonably be expected to delay or hinder the grant of the FCC
Application.



Section 4.2 Tax Treatment. The parties agree that the Paxson Stockholders may treat
the transactions contemplated hereby for federal, state and local tax purposes as a sale of the
Shares by the Paxson Stockholders as of the Effective Date.



Section 4.3 Regulatory Approvals. The Paxson Stockholders and the Company shall
cooperate in pursuing any required consent, approval, authorization or other order of, action by,
or any required filing with or notification to, any Governmental Authority or other third party,
necessary to effect the Class A Closing and/or the Class B Closing, including (A) the expiration or
termination of any waiting period (and any extension thereof) under the HSR Act applicable to the
purchase of the Class A Common Stock or the Class B Common Stock, and (B) required approval by the
FCC of the purchase of the Class B Common Stock and the transfer of control of the Company’s then
television stations from PMC to the Company pursuant to Section 310(d) of the Communications Act.
The Paxson Stockholders will cause PMC to comply with the obligations set forth in this Section to
the extent applicable to PMC. Each of the parties hereto will take all reasonable steps within its
control (including providing information to the FCC) to obtain any required consents or approvals
as promptly as practicable.



ARTICLE V




MISCELLANEOUS




Section 5.1 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given, if delivered personally, by telecopier or sent
by overnight courier as follows:




(a) If to the Company, to:




Paxson Communications Corporation


601 Clearwater Park Road


West Palm Beach, Florida 33401


Tel: 561-659-4122


Fax: 561-665-9424




with a copy to:




Holland & Knight LLP


222 Lakeview Avenue, Suite 1000


West Palm Beach, Florida 33401


Attention: David L. Perry


Tel: 561-650-8314


Fax: 561-650-8399




and




Dow, Lohnes & Albertson, PLLC


1200 New Hampshire Avenue, N.W., Suite 800


Washington, DC 20036


Attention: John R. Feore, Jr.


Tel: 202-776-2000


Fax: 202-776-2222




(b) If to the Paxson Stockholders, to:




Lowell W. Paxson


529 South Flagler Drive, 26H


West Palm Beach, Florida 33401


Tel: 561-835-8080


Fax: 561-832-5656




with a copy to:




Wiley, Rein & Fielding LLP


1776 K Street NW


Washington, DC 20006


Attention: Fred Fielding


Tel: 202-719-7000


Fax: 202-719-7049



or to such other address or addresses as shall be designated in writing. All notices shall be
effective when received.



Section 5.2 Entire Agreement; Amendment. The Transaction Agreements and the documents
described therein or attached or delivered pursuant thereto set forth the entire agreement between
the parties thereto with respect to the transactions contemplated by such agreements. Any
provision of this Agreement may be amended or modified in whole or in part at any time only by an
agreement in writing signed by all of the parties. No failure on the part of any party to
exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any
single or partial exercise by any party of any right preclude any other or future exercise thereof
or the exercise of any other right.



Section 5.3 Provisions Severable. If one or more provisions of this Agreement or the
application thereof to any Person or circumstances is determined by a court or agency of competent
jurisdiction to violate any law or regulation, including, without limitation, any rule or policy of
the FCC, or to be invalid, void or unenforceable to any extent (a “Conflicting Provision”),
the Conflicting Provision shall have no further force or effect, but the remainder of this
Agreement and the application of the Conflicting Provision to other Persons or circumstances or in
jurisdictions other than that as to which it has been held invalid or unenforceable shall not be
affected thereby and shall be enforced to the greatest extent permitted by law, so long as any such
violation, invalidity or unenforceability does not change the basic economic or legal positions of
the parties. In such event, the parties shall negotiate in good faith such changes in other terms
as shall be practicable in order to restore the parties to effect the original intent of the
parties.



Section 5.4 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute
one and the same document.



Section 5.5 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall
be governed by and construed in accordance with the laws of the State of New York applicable to
contracts executed and performed within such state, and each party hereby submits to the
jurisdiction of the Delaware Chancery Court. In the event the Delaware Chancery Court does not
have jurisdiction over any dispute arising out of this Agreement, each party hereby submits to the
jurisdiction of the United States District Court for the Southern District of New York, provided
that in the event such court does not have jurisdiction over any dispute arising out of this
Agreement, each party hereby submits to the jurisdiction of the Supreme Court of the State of New
York, New York County. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.



Section 5.6 Successors and Assigns; Third Party Beneficiaries. The Paxson
Stockholders may not assign any of their rights or delegate any of their duties under this
Agreement without the prior written consent of the Company, provided that the Paxson Stockholders
may assign their rights and delegate their duties to a Paxson Estate Planning Affiliate in
connection with any Transfer in accordance with Section 2.5 of this Agreement (in which event such
applications as may be required shall be filed with the FCC for consent to the transfer of control
of the station licenses held by subsidiaries of the Company) but no such assignment or delegation
shall relieve such Paxson Stockholder of any of its obligations hereunder. The Company may not
assign any of its rights or delegate any of its duties under this Agreement without the prior
written consent of the Paxson Stockholders. Any purported assignment in violation of this Section
5.6 shall be null and void. Nothing expressed or mentioned in this Agreement is intended or shall
be construed to give any Person, other than the parties hereto and their respective successors and
permitted assignees, any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties hereto and their
respective successors and permitted assignees, and for the benefit of no other Person.



Section 5.7 Remedies. No right, power or remedy conferred upon any party in this
Agreement shall be exclusive, and each such right, power or remedy shall be cumulative and in
addition to every other right, power or remedy whether conferred in this Agreement or now or
hereafter available at law or in equity or by statute or otherwise. No course of dealing among the
Company and the Paxson Stockholders and no delay in exercising any right, power or remedy conferred
in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall
operate as a waiver or otherwise prejudice any such right, power or remedy. The parties hereto
agree that irreparable damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in addition to any other remedy to which they are entitled
at law or in equity.



Section 5.8 Further Assurances. Each party shall execute and deliver such additional
instruments and other documents and shall take such further actions as may be necessary or
appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the
transactions contemplated hereby.



Section 5.9 Headings. The section headings, captions and table of contents contained
in this Agreement are for reference purposes only, are not part of this Agreement and shall not
affect the meaning or interpretation of this Agreement.



IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their
respective duly authorized representative all as of the date first above stated.




SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP


By: Paxson Enterprises, Inc., its general partner




	 	 	 	By: /s/ Lowell W. Paxson






Name: Lowell W. Paxson

Title: President




PAXSON ENTERPRISES, INC.




	 	 	 	By:
 /s/ Lowell W. Paxson






Name: Lowell W. Paxson

Title: President




PAXSON COMMUNICATIONS CORPORATION




	 	 	 	By:
 /s/ Dean M. Goodman






Name: Dean M. Goodman

Title: President and Chief Operating Officer




 /s/ Lowell W. Paxson




	 	 	 	Lowell W. Paxson





1




SCHEDULE 3.1(b)




GOVERNMENTAL CONSENTS




A. The following documents are required to be filed with the FCC pursuant to Section 73.3613 of the
FCC’s rules:




	 	1.	 	Master Transaction Agreement






	 	2.	 	Series B Certificate of Designation






	 	3.	 	Call Agreement






	 	4.	 	PCC Stock Purchase Agreement






	 	5.	 	PMC Management Agreement






	 	6.	 	Resignation Agreement






	 	7.	 	Paxson Noncompete Agreement






	 	8.	 	Affiliation Agreement






	 	9.	 	Settlement Agreement






	 	10.	 	Amended and Restated Investment Agreement






	 	11.	 	Stockholder Agreement






	 	12.	 	Registration Rights Agreement Amendment





B. PCC will make all required filings under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended.



C. The following documents are required to be filed with the Secretary of State of the State of
Delaware:




	 	1.	 	Series B Certificate of Designation






	 	2.	 	Certificate of Amendment relating to the increase in the authorized number of
 shares of Common Stock





2




SCHEDULE 3.1(c)




CAPITALIZATION TABLE OF SHARES




	 	 	 	 	 	 	 	 	 
	 	 	Number of Shares of	 	Number of Shares of
	 	 	Class A Common	 	Class B Common
	Paxson Stockholder	 	Stock	 	Stock
	Lowell W. Paxson
	 	 	100	 	 	 	0	 
	Second Crystal Diamond
Limited Partnership
	 	 	14,695,725	 	 	 	7,487,401	 
	Paxson Enterprises, Inc.
	 	 	759,237	 	 	 	824,238	 
	Total
	 	 	15,455,062	 	 	 	8,311,639	 
	 
	 	 	 	 	 	 	 	 






3




EXHIBIT A




NOTICE TO ESCROW AGENT




REGARDING CLASS A COMMON STOCK




	 	 	 
	From:

To:

Date:

Re:

	 	Lowell W. Paxson

     Bank, Escrow Agent

     , 2005

Release of Class A Common Stock






     



Ladies & Gentlemen:



You are hereby authorized to release to Paxson Communications Corporation (“Paxson”) all shares of
Paxson’s Class A Common Stock currently held by your bank in escrow pursuant to the Escrow
Agreement dated as of November 7, 2005, among Mr. Lowell W. Paxson, Second Crystal Diamond Limited
Partnership, Paxson Enterprises, Inc., Escrow Agent and NBC Universal, Inc.



     



Lowell W. Paxson



4




EXHIBIT B




NOTICE TO ESCROW AGENT




REGARDING CLASS B COMMON STOCK




	 	 	 
	From:

To:

Date:

Re:

	 	Lowell W. Paxson

     Bank, Escrow Agent

     , 2005

Release of Class B Common Stock






     



Ladies & Gentlemen:



You are hereby authorized to release to Paxson Communications Corporation (“Paxson”) all shares of
Paxson’s Class B Common Stock currently held by your bank in escrow pursuant to the Escrow
Agreement dated as of November 7, 2005, among Paxson Communications Corporation, Mr. Lowell W.
Paxson, Second Crystal Diamond Limited Partnership, Paxson Enterprises, Inc. and Escrow Agent.



     



Lowell W. Paxson




5