EX-4.1






EXHIBIT 4.1




MASTER TRANSACTION AGREEMENT




THIS MASTER TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of
November 7, 2005, by and among Mr. Lowell W. Paxson, a resident of the State of Florida (“Mr.
Paxson”), Second Crystal Diamond Limited Partnership, a Nevada limited partnership (“Second
Crystal”), Paxson Enterprises, Inc., a Nevada corporation (“Paxson Enterprises” and
together with Mr. Paxson and Second Crystal, collectively, the “Paxson Stockholders”),
Paxson Communications Corporation, a Delaware corporation (“PCC”), Paxson Management
Corporation, a Nevada corporation that is wholly owned by Mr. Paxson and his spouse
(“PMC”), NBC Universal, Inc. (f\k\a National Broadcasting Company, Inc.), a Delaware
corporation (“NBCU”), NBC Palm Beach Investment I, Inc., a California corporation (“NBC
Palm Beach I”), and NBC Palm Beach Investment II, Inc., a California corporation (“NBC Palm
Beach II” and, together with NBCU and NBC Palm Beach I, the “NBCU Entities”).



RECITALS




WHEREAS, on September 15, 1999, the NBCU Entities invested $415,000,000 (the “Initial
Investment”) in PCC, and, in connection with the Initial Investment,




	 	1.	 	PCC and NBCU entered into an Investment Agreement (the
“Original Investment Agreement”), pursuant to which NBCU purchased
certain securities from PCC;






	 	2.	 	PCC, NBCU and the Paxson Stockholders entered into a
Stockholder Agreement (the “Original Stockholder Agreement”), to
provide for certain matters with respect to the governance of PCC;






	 	3.	 	the Paxson Stockholders and NBC Palm Beach II entered into a
Call Agreement (the “Original Call Agreement”), pursuant to which the
Paxson Stockholders granted NBC Palm Beach II an option to purchase certain
securities of PCC held by them; and






	 	4.	 	PCC and NBCU entered into a Registration Rights Agreement
(the “Registration Rights Agreement” and, together with the Original
Investment Agreement, the Original Stockholder Agreement and the Original Call
Agreement, the “Existing Agreements”), pursuant to which PCC granted
NBCU and certain of its Affiliates certain registration rights with respect to
certain shares of Class A Common Stock (defined below) held or acquired by
NBCU and certain of its Affiliates;





WHEREAS, since the date of the Initial Investment, certain disputes have arisen among the
parties as to their rights and obligations under the Existing Agreements, and the parties have
agreed to resolve those disputes and restructure the Initial Investment, subject to the terms and
conditions of the Transaction Agreements (defined below);



NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:



AGREEMENTS




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



“Affiliation Agreements” has the meaning set forth in Section 2(i).



“Agreement” has the meaning set forth in the Preamble.



“Amended Existing Agreements” means the Existing Agreements (other than the
Registration Rights Agreement and the Original Call Agreement), as amended and restated as of the
date hereof, and the Registration Rights Agreement Amendment.



“Beneficiaries” has the meaning set forth in Section 3(b).



“Burgess Employment Agreement” has the meaning set forth in Section 2(h)(i).



“Burgess Group” has the meaning set forth in Section 6(e).



“Call Agreement” has the meaning set forth in Section 2(a).



“Call Right” has the meaning set forth in Section 2.1 of the Call Agreement.



“Class A Common Stock” means the Class A Common Stock, par value $0.001 per share, of
PCC.



“Class B Common Stock” means the Class B Common Stock, par value $0.001 per share, of
PCC.



“Class C Common Stock” means the Class C Non-Voting Common Stock, par value $0.001 per
share, of PCC.



“CNI” has the meaning set forth in Section 4(e)(i).



“CNI Master Agreement” has the meaning set forth in Section 4(e)(i).



“CNI Station Agreements” has the meaning set forth in Section 4(e)(ii).



“Code” has the meaning set forth in Section 2(d)(ii).



“Collateral Assignment” has the meaning set forth in Section 2(g)(i).



“Common Stock” means the Class A Common Stock, the Class B Common Stock and the Class
C Common Stock.



“Conflicting Provisions” has the meaning set forth in Section 7(g).



“Conversion Shares” has the meaning set forth in Section 4(b)(ii).



“Effective Time” means the date hereof.



“Escrow Agreement” has the meaning set forth in Section 3(a).



“Existing Agreements” has the meaning set forth in the Recitals.



“Existing Preferred Stock” has the meaning set forth in Section 4(b).



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



“Final Order” means an action or actions by the FCC that have 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 requests and the time for the FCC to set aside the action on its own motion have
expired.



“GE” means General Electric Company and its successors.



“Goodman Employment Agreement” has the meaning set forth in Section 2(h)(ii).



“Goodman Noncompete Agreement” has the meaning set forth in Section 2(h)(iv).



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



“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.



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



“Initial Investment” has the meaning set forth in the Preamble.



“Letter Agreements” shall mean the three letter agreements, each dated September 15,
1999, between NBCU and PCC in respect of joint sales of advertising and other joint services by
NBCU, PCC and their respective Affiliates.



“Letter of Credit” has the meaning set forth in Section 3(b).



“Lien” shall mean 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).



“Mr. Burgess” has the meaning set forth in Section 2(h)(i).



“Mr. Goodman” has the meaning set forth in Section 2(h)(ii).



“Mr. Paxson” has the meaning set forth in the Preamble.



“NBC Palm Beach I” has the meaning set forth in the Preamble.



“NBC Palm Beach II” has the meaning set forth in the Preamble.



“NBCU” has the meaning set forth in the Preamble.



“NBCU Entities” has the meaning set forth in the Preamble.



“Original Call Agreement” has the meaning set forth in the Recitals.



“Original Investment Agreement” has the meaning set forth in the Recitals.



“Original Series B Certificate of Designation” means the Certificate of Designation of
the Original Series B Preferred Stock executed and filed with the Secretary of State of the State
of Delaware on September 15, 1999.



“Original Series B Preferred Stock” means the 8% Series B Convertible Exchangeable
Preferred Stock, par value $0.001 per share, of PCC, with a liquidation preference of $10,000 per
share.



“Original Stockholder Agreement” has the meaning set forth in the Recitals.



“Paxson Enterprises” has the meaning set forth in the Preamble.



“Paxson Noncompete Agreement” has the meaning set forth in Section 2(h)(iii).



“Paxson Stockholders” has the meaning set forth in the Preamble.



“PCC” has the meaning set forth in the Preamble.



“PCC Board” means the Board of Directors of PCC.



“PCC Stock Purchase Agreement” has the meaning set forth in Section 2(b).



“PCC Television Stations” means the broadcast television stations, including low power
television and television translator stations, at any time owned and operated by PCC or any of its
subsidiaries.



“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, governmental
entity or any other entity of whatever nature.



“PMC” has the meaning set forth in the Preamble.



“PMC Management Agreement” has the meaning set forth in Section 2(f)(i).



“Registration Rights Agreement” has the meaning set forth in the Recitals.



“Registration Rights Agreement Amendment” has the meaning set forth in Section
2(k)(iii).



“Sales Agreements” means (i) the Network Sales Agreement, dated as of November 19,
1999, between PCC and NBCU, (ii) the National Sales Agreement, dated as of July 16, 2001, between
PCC and NBCU, (iii) the Joint Sales Agreements entered into by subsidiaries of NBCU or NBCU and
subsidiaries of PCC or PCC for various local television markets and (iv) the Letter Agreements.



“Second Crystal” has the meaning set forth in the Preamble.



“Securities Act” has the meaning set forth in Section 6(d).



“Series B Certificate of Designation” means the Amended and Restated Certificate of
Designation of the Series B Preferred Stock to be executed and filed with the Secretary of State of
the State of Delaware immediately following the Effective Time, which shall be in the form of
Exhibit A attached hereto.



“Series B Preferred Stock” means the 11% Series B Convertible Exchangeable Preferred
Stock, par value $0.001 per share, of PCC, with a liquidation preference of $10,000 per share.



“Settlement Agreement” means the Settlement Agreement, dated as of the date hereof,
between NBCU and PCC, as from time to time amended, modified or supplemented.



“Split Dollar Agreement” has the meaning set forth in Section 2(g).



“Station Level Restructuring” has the meaning set forth in Section 2(f).



“Stockholder Agreement” has the meaning set forth in Section 2(k)(ii).



“Transaction Agreements” means this Agreement, the Series B Certificate of
Designation, the Call Agreement, the PCC Stock Purchase Agreement, the PMC Management Agreement,
the Goodman Employment Agreement, the Burgess Employment Agreement, the Paxson Noncompete
Agreement, the Goodman Noncompete Agreement, the Affiliation Agreements, the Amended Existing
Agreements, the Registration Rights Agreement, the Split Dollar Agreement, the Collateral
Assignment, the Settlement Agreement, the Escrow Agreement and the Letter of Credit.



“Warrants” means the Class A Common Stock Purchase Warrant, dated September 15, 1999
(Warrant No. 1999-A), issued by PCC to NBC Palm Beach II, for the purchase of up to 13,065,507
shares of Class A Common Stock and the Class A Common Stock Purchase Warrant, dated September 15,
1999 (Warrant No. 1999-B), issued by PCC to NBC Palm Beach II, for the purchase of up to 18,966,620
shares of Class A Common Stock.



2. Effective Time Actions. Concurrently with or immediately following the Effective
Time, the parties shall take the following actions, all of which shall be deemed to be taken
simultaneously:



(a) Call Agreement. The Paxson Stockholders and NBC Palm Beach II shall enter into a
Call Agreement in the form attached hereto as Exhibit B (the “Call Agreement”).



(b) PCC Stock Purchase Agreement. The Paxson Stockholders and PCC shall enter into a
Stock Purchase Agreement in the form attached hereto as Exhibit C (the “PCC Stock
Purchase Agreement”).



(c) Redesignation of Series B Preferred Stock.



(i) NBC Palm Beach I shall execute and deliver to PCC a written consent in the form
attached hereto as Exhibit D.



(ii) PCC shall execute and file with the Secretary of State of the State of Delaware
the Series B Certificate of Designation.



(d) Satisfaction of Accrued Dividends on Series B Preferred.



(i) Through September 30, 2005, the aggregate liquidation preference plus accrued
and unpaid dividends on the Original Series B Preferred Stock based on an asserted 28.3% dividend
rate in effect from September 15, 2004, was $703,572,555. In connection with the amendment and
redesignation of the Original Series B Preferred Stock to become the Series B Preferred Stock, PCC
has declared a stock dividend of an additional 18,857 shares of Original Series B Preferred Stock
on the Original Series B Preferred Stock, which shall be paid on the date hereof to NBC Palm Beach
I, and which NBC Palm Beach I and NBCU have agreed to accept in full satisfaction of all accrued
and unpaid dividends on the Original Series B Preferred Stock through and including September 30,
2005. As a result, the aggregate liquidation preference of the Original Series B Preferred Stock
as of September 30, 2005, and of the redesignated Series B Preferred Stock issued in exchange
therefor, shall be $603,570,000 and dividends on the Series B Preferred Stock shall accrue
thereafter at the rate of 11% per annum on such amount.



(ii) Each of PCC and NBC Palm Beach I agree to treat the declaration of the stock
dividend on the Original Series B Preferred Stock described in this Section 2(d) as a non-taxable
distribution of stock under Section 305(a) of the Internal Revenue Code of 1986, as amended (the
“Code”), and the exchange of Series B Preferred Stock for the Original Series B Preferred Stock as
a tax-free recapitalization pursuant to Section 368(a) of the Code, in each case, for all U.S.
federal, state, local and foreign tax purposes. No party hereto shall take a position inconsistent
with this treatment on any tax return, unless otherwise required by applicable law.



(e) Cancellation of Warrants. NBC Palm Beach II shall deliver the Warrants to PCC for
cancellation and PCC shall take all actions necessary to cancel the Warrants.



(f) Station Level Restructuring. PCC, Mr. Paxson and PMC shall take all steps
necessary to complete the transfer of control of the FCC licensees of the PCC Television Stations
from PCC to PMC (the “Station Level Restructuring”), including, but not limited to, the
following:



(i) The PMC Management and Proxy Agreement in the form attached hereto as Exhibit E
(the “PMC Management Agreement”) shall be executed by PCC, PMC and the Grantors and Station
Subsidiaries identified on the relevant signature pages thereof;



(ii) PCC shall cause Mr. Paxson to be elected as the sole director of each of the Station
Subsidiaries that is a corporation (as defined in the PMC Management Agreement) for the longest
term permitted by applicable law, but for no longer than seven years and for Marla Paxson to
succeed Mr. Paxson as director in the event of his death or permanent disability, and the
resolutions or written action adopted pursuant to this Section (f)(ii) shall not be revoked,
amended, modified or superceded.



(iii) PMC shall file, or cause to be filed, no later than the second business day following
the Effective Time, with the FCC notices of consummation of the Station Level Restructuring and
shall cause a copy of the pertinent notice of consummation to be promptly placed in the public
inspection files maintained for the affected PCC Television Stations; and



(iv) PMC shall file, or cause to be filed, no later than 30 days following the Effective Time,
with the FCC post-consummation ownership reports on Form 323 with respect to the Station Level
Restructuring and shall cause copies of such post-consummation ownership reports to be promptly
placed in the public inspection files maintained for the affected PCC Television Stations.



(g) Resignation of Mr. Paxson; Appointment of New PCC CEO.



(i) Mr. Paxson shall resign as a director, chairman of the PCC Board and chief executive
officer of PCC, and PCC and Mr. Paxson shall enter into a Resignation Agreement in the form
attached hereto as Exhibit F. In connection with such resignation, PCC and The Lowell W.
Paxson Irrevocable Dynasty Trust (the “Trust”) shall enter into the Split Dollar Agreement
in the form attached hereto as Exhibit G (the “Split Dollar Agreement”) and the
Trust shall assign certain rights and interests under a policy issued by Metropolitan Life
Insurance Company to PCC pursuant to a Collateral Assignment in the form attached hereto as
Exhibit H (the “Collateral Assignment”).



(ii) The PCC Board shall appoint a new chief executive officer of PCC, effective as of the
Effective Time.



(h) Employment, Consulting and Noncompete Agreements.



(i) PCC and Mr. Brandon Burgess (“Mr. Burgess”) shall enter into an Employment
Agreement in the form attached hereto as Exhibit I (the “Burgess Employment
Agreement”).



(ii) PCC and Mr. Dean Goodman (“Mr. Goodman”) shall enter into an Employment Agreement
in the form attached hereto as Exhibit J (the “Goodman Employment Agreement”).



(iii) NBCU, PCC and Mr. Paxson shall enter into a Consulting and Noncompetition Agreement in
the form attached hereto as Exhibit K (the “Paxson Noncompete Agreement”).



(iv) NBCU and Mr. Goodman shall enter into a Noncompetition Agreement in the form attached
hereto as Exhibit L (the “Goodman Noncompete Agreement”).



(i) Affiliation Agreements. PCC and the licensees of each of the full-power PCC
Television Stations shall enter into an Affiliation Agreement in the form attached hereto as
Exhibit M, modified only by the addition of the name of the applicable PCC licensee
subsidiary, station call sign and community of license (collectively, the “Affiliation
Agreements”).



(j) Dismissal of all Litigation and Arbitration; Settlement Agreement. PCC and NBCU
shall execute and deliver to each other the Settlement Agreement in the form attached hereto as
Exhibit N.



(k) Amending and Restating the Existing Agreements.



(i) PCC and NBCU shall amend and restate the Original Investment Agreement by entering into an
Amended and Restated Investment Agreement in the form attached hereto as Exhibit O.



(ii) PCC, NBCU and the Paxson Stockholders shall amend and restate the Original Stockholder
Agreement by entering into an Amended and Restated Stockholder Agreement (the “Stockholder
Agreement”) in the form attached hereto as Exhibit P.



(iii) PCC and NBCU shall enter into a letter agreement in the form attached hereto as
Exhibit Q (the “Registration Rights Agreement Amendment”) amending the Registration
Rights Agreement.



3. Post Effective Time Actions.



(a) Escrow Agreement. Within three business days following the Effective Time, NBCU
and Mr. Paxson shall designate a mutually acceptable escrow agent and enter into an Escrow
Agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit
R, with such changes as the escrow agent may require, pursuant to which NBCU shall place into
escrow $3,863,765.50 in cash and the Paxson Stockholders shall place the shares of Class A Common
Stock owned by them into escrow.



(b) Letter of Credit. Within three business days following the Effective Time, PCC
shall establish a $2,410,375 Irrevocable Standby Letter of Credit, issued by Citibank, N.A. (the
“Letter of Credit”), for the benefit of the holders of Class B Common Stock
(“Beneficiaries”), permitting draw by such Beneficiaries upon unilateral notice to
Citibank, N.A. certifying that payment is due under the PCC Stock Purchase Agreement, and that
payment has not been otherwise made by PCC.



(c) Cooperation. 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 each of the Transaction Agreements to
which it is a party and the transactions contemplated thereby, including, without limitation,
making application as soon as practicable for all consents and approvals required in connection
with the transactions contemplated thereby and diligently pursuing the receipt of such consents and
approvals in good faith.



(d) Inconsistent Actions.



(i) Once the application to the FCC in respect of the purchase of the Call Shares pursuant to
the Call Right (as such terms are defined in the Call Agreement) has been filed with the FCC, none
of NBC Palm Beach I, the Permitted Transferee (as defined in the Call Agreement) or the Paxson
Stockholders shall take any action that could reasonably be expected to delay or hinder the grant
of such application. NBCU hereby agrees that it will not, and it shall not permit any of the NBCU
Entities to, file a petition to deny or otherwise object to or oppose the grant of the FCC
Application (as defined in the Call Agreement).



(ii) Once the application in respect of the purchase of the Call Shares pursuant to the PCC
Stock Purchase Agreement has been filed with the FCC, none of the NBCU Entities shall file a
petition to deny or otherwise object to or oppose the grant of such application.



(e) Sales Agreements. PCC and NBCU acknowledge that the Sales Agreements shall remain
in full force and effect, provided that the obligations of the parties thereunder have been and
shall continue to be suspended unless the parties thereto mutually agree in writing to revoke such
suspension.



(f) Stock-Based Compensation. Upon approval of the Stockholder Proposals (as defined
in the Stockholder Agreement), PCC shall reserve an additional 50,000,000 shares of Class A Common
Stock for issuance in connection with the stock-based compensation to be granted to certain senior
executives following the Effective Time pursuant to the Stockholder Agreement.



(g) Additional NBCU Investment. Promptly following the acceptance of the filing of
the Certificate of Designation with the Secretary of State of the State of Delaware, PCC shall
issue and sell to NBC Palm Beach I, and NBC Palm Beach I shall purchase from PCC, 250 shares of
Series B Preferred Stock for the purchase price of $2,500,000 which amount NBC Palm Beach I shall
deliver to PCC by wire transfer of immediately available funds to the account or accounts specified
in writing by PCC. NBC Palm Beach I agrees not to exchange any of such 250 shares for New Exchange
Debentures (as defined in the Series B Certificate of Designation) prior to April 18, 2010 and will
not Transfer any of such shares unless the transferee agrees in writing to be bound by the
foregoing.



4. Representations and Warranties of PCC. PCC hereby represents and warrants to NBCU
and the Paxson Stockholders that on and as of the date hereof:



(a) PCC is a corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all necessary power and authority to enter into
each of the Transaction Agreements to which it is a party, to carry out its obligations thereunder
and to consummate the transactions contemplated thereby. PCC is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the properties owned or leased by it
or the operation of its business makes such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified and in good standing would not adversely
affect the ability of PCC to carry out its obligations under, and to consummate the transactions
contemplated by, each of the Transaction Agreements to which it is a party. The execution and
delivery by PCC of each of the Transaction Agreements to which it is a party, the performance by
PCC of its obligations thereunder and the consummation by PCC of the transactions contemplated
thereby have been duly authorized by all requisite action on the part of PCC and approved by the
special committee of the PCC Board. Each of the Transaction Agreements to which it is a party has
been or, upon execution, shall have been duly executed and delivered by PCC, and (assuming due
authorization, execution and delivery by the other parties) each of the Transaction Agreements to
which it is a party constitutes or, upon execution, shall constitute legal, valid and binding
obligations of PCC, enforceable against PCC in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the
effect of general principles of equity (regardless of whether considered in a proceeding at law or
in equity). PCC’s by-laws have been validly amended and restated in connection with the
transactions contemplated by the Transaction Agreements and true and correct copies of such amended
and restated by-laws have been supplied to NBCU.



(b) (i) As of the date hereof, the authorized capital stock of PCC consists of (A)(1)
215,000,000 shares of Class A Common Stock of which, as of November 2, 2005, 64,582,424 shares were
issued and outstanding, (2) 35,000,000 shares of Class B Common Stock of which 8,311,639 shares are
issued and outstanding and (3) 77,500,000 shares of Class C Common Stock of which no shares are
issued and outstanding, and (B) 1,000,000 shares of preferred stock of which (1) 72,000 shares have
been designated as 141/4% Cumulative Junior Exchangeable Preferred Stock of which 49,610 shares are
issued and outstanding, (2) 17,500 shares have been designated as 93/4% Convertible Preferred Stock,
with a current conversion price of $16.00 per share, of which 15,162 shares are issued and
outstanding, and (3) 60,607 shares have been designated as Series B Preferred Stock all of which
are issued and outstanding (collectively, with any additional shares of preferred stock that may be
issued as dividends thereon, the “Existing Preferred Stock”). As of November 2, 2005, no
shares of capital stock were held in treasury, and no shares of capital stock were reserved for
issuance except for (i) 2,211,298 shares of Class A Common Stock reserved in respect of stock
options outstanding as of such date, (ii) 10,937,500 shares of Class A Common Stock reserved in
respect of the 93/4% Series A Convertible Preferred Stock, (iii) 32,032,127 shares of Class A Common
Stock reserved in respect of the Warrants, (iv) 8,311,639 shares of Class A Common Stock reserved
in respect of the Class B Common Stock and (v) 31,896,032 shares of Class A and Class C Common
Stock reserved in respect of the Series B Preferred Stock. All of the issued and outstanding
shares of PCC’s capital stock have been duly and validly authorized and issued and are fully paid
and nonassessable and not subject to preemptive rights. Since November 2, 2005, PCC has not issued
any shares of capital stock of PCC or granted or entered into any options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any character relating to
the capital stock of PCC or obligating PCC to issue or sell any capital stock of PCC, or any other
interest in, PCC, other than pursuant to one or more of the Transaction Agreements or pursuant to
the exercise of options to acquire shares of Class A Common Stock outstanding on November 2, 2005
in an amount not in excess of the amount set forth in clause (i) of this Section 4(b).




(ii) The PCC Board has adopted a resolution to amend PCC’s certificate of incorporation, and
declared its advisability, to increase the number of authorized shares of Common Stock, Class A
Common Stock and Class C Common Stock to 857,000,000, 505,000,000 and 317,000,000, respectively,
of which the PCC Board has determined to reserve for issuance, subject to the approval of such
amendment by the stockholders of PCC at a duly convened meeting and the filing of a certificate of
amendment with the Secretary of State of the State of Delaware, 303,035,000 shares of Class A and
Class C Common Stock into which the Series B Preferred Stock will be convertible (the
“Conversion Shares”) and, when issued upon conversion of the Series B Preferred Stock in
accordance with the terms thereof, such Conversion Shares will be duly and validly authorized and
issued, fully paid and nonassessable and not subject to preemptive rights, and the owner of such
 shares will have good title thereto, free and clear of all Liens (other than any Lien created by
such owner).




(iii) Other than (A) the requirement to issue the Conversion Shares, (B) the shares referred
to in subsection (b)(i) and (C) as contemplated by the Transaction Agreements, (1) no equity
securities of PCC are or may become required to be issued by reason of any options, warrants,
rights to subscribe to, calls, preemptive rights, or commitments of any character whatsoever, (2)
there are outstanding no securities or rights convertible into or exchangeable for shares of any
capital stock of PCC and (3) there are no contracts, commitments, understandings or arrangements
by which PCC is or will be bound to issue additional shares of its capital stock or securities or
rights convertible into or exchangeable for shares of its capital stock or options, warrants or
rights to purchase or acquire any additional shares of its capital stock. Except as required by
the terms of the Existing Preferred Stock, PCC is not subject to any obligation (contingent or
otherwise) to repurchase, redeem or otherwise acquire or retire any of its capital stock.




(iv) The consummation of the transactions contemplated by each of the Transaction Agreements
will not trigger the anti-dilution provisions or other price adjustment mechanisms of any
outstanding subscriptions, options, warrants, calls, contracts, preemptive rights, demands,
commitments, conversion rights or other agreements or arrangements of any character or nature
whatsoever under which PCC is or may be obligated to issue or acquire its capital stock.



(c) Assuming that all consents, approvals, authorizations and other actions described in
Section 4(d) have been obtained, all filings required by Section 2(f)(ii) and (iii) have been made,
all filings and notifications listed in Schedule 4(d) 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 any NBCU Entity, the execution, delivery and performance by PCC of each of the
Transaction Agreements to which PCC is a party do 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 PCC, (ii) conflict with or violate any law or Governmental Order applicable to PCC or
any of its subsidiaries or (iii) 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 PCC 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 PCC to
carry out its obligations under, and to consummate the transactions contemplated by, each of the
Transaction Agreements to which PCC is a party.



(d) The execution, delivery and performance by PCC of each of the Transaction Agreements to
which PCC is or will be a party and the transactions contemplated thereby do not and will not
require any consent, approval, authorization or other order of, action by, filing with or
notification to, any Governmental Authority, except (i) as described in Schedule 4(d), (ii) the
pre-merger notification and waiting period requirements of the HSR Act and the approval by the FCC
pursuant to Section 310(d) of the Communications Act in the event of the exercise of the Call
Right, the conversion of a sufficient number of shares of Series B Preferred Stock such that,
following such conversion, a Paxson Stockholder is no longer the Single Majority Stockholder of PCC
(as that term is defined by the FCC), or the purchase of the Class B Common Stock by PCC pursuant
to the PCC Stock Purchase Agreement, (iii) where failure to obtain such consent, approval,
authorization or action, or to make such filing or notification, would not prevent or materially
delay the consummation by PCC of the transactions contemplated by each of the Transaction
Agreements to which it is a party or (iv) as may be necessary as a result of any facts or
circumstances relating solely to the other parties hereto. Prior to the date hereof, PCC filed
with the FCC all of the applications necessary to obtain the approvals required to consummate the
Station Level Restructuring. By public notice released on September 2, 2005, the FCC announced the
grant of the initial approvals required to consummate the Station Level Restructuring with respect
to all PCC Television Stations other than those licensed to Paxson Communications LPTV, Inc., and,
by public notice released on September 12, 2005, the FCC announced the grant of the initial
approvals required to consummate the Station Level Restructuring with respect to all PCC Television
Stations licensed to Paxson Communications LPTV, Inc. The foregoing FCC grants have become Final
Orders.



(e) PCC has furnished or made available to NBCU true and complete copies, including all
amendments thereto, of the following agreements:




(i) Master Agreement for Overnight Programming, Use of Digital Capacity and Public
Interest Programming, dated as of September 10, 1999 (the “CNI Master Agreement”),
between The Christian Network, Inc., a Florida not-for-profit corporation (“CNI”),
and PCC, as amended by the First Amendment to CNI Master Agreement, dated as of June 13,
2005, between CNI and PCC.




(ii) Each of the Station Agreements for Overnight Programming, Use of Digital Capacity
and Public Interest Programming (the “CNI Station Agreements”) between CNI and each
of PCC’s television stations, as amended by the First Amendments to the CNI Station
Agreements, dated as of August 23, 2005, between subsidiaries of CNI and subsidiaries of
PCC.




(iii) Letter Agreement, dated June 13, 2005, between CNI and PCC with respect to the
PCC’s provision to CNI of certain satellite uplink and related services.



(f) The Special Committee of the PCC Board has received (i) a written opinion from an
independent investment banking firm of national standing, dated as of November 6, 2005, with
respect to the fairness, from a financial point of view, of the consideration to be offered to,
distributed to or retained by, as applicable, the Eligible Stockholders, which is in form and
substance acceptable to the Special Committee of the PCC Board and subject to the qualifications,
assumptions and other limitations provided therein; and (ii) an independent investment banking firm
of national standing, dated as of November 6, 2005, as required by certain debt and preferred stock
instruments of PCC, that certain of the transactions contemplated by the Transaction Agreements are
fair, from a financial point of view, to PCC and its Restricted Subsidiaries (as such term is
defined in the applicable debt and preferred stock instruments of PCC). True and correct copies of
such opinions have been furnished to NBCU.



5. Representations and Warranties of the Paxson Stockholders. Each of the Paxson
Stockholders, on behalf of itself only, hereby represents and warrants to PCC and NBCU that on and
as of the date hereof:



(a) Each of the Paxson Stockholders that is an individual has full legal right and capacity to
execute and deliver each of the Transaction Agreements to which he is a party 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 each of the Transaction Agreements to which it
is a party, to carry out its obligations thereunder and to consummate the transactions contemplated
thereby. Each of the Paxson Stockholders that is not an individual is duly licensed or qualified
to do business and is in good standing in each jurisdiction in which the properties owned or leased
by it or the operation of its business makes such licensing or qualification necessary, except to
the extent that the failure to be so licensed or qualified and in good standing would not adversely
affect the ability of such Paxson Stockholder to carry out its obligations under, and to consummate
the transactions contemplated by, each of the Transaction Agreements to which it is a party. The
execution and delivery by each Paxson Stockholder of each of the Transaction Agreements to which it
is a party, the performance by each Paxson Stockholder of its obligations thereunder and the
consummation by each Paxson Stockholder of the transactions contemplated thereby 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. Each of the Transaction Agreements to which it is a party has been
or, upon execution, shall have been duly executed and delivered by each Paxson Stockholder, and
(assuming due authorization, execution and delivery by the other parties) constitutes or, upon
execution, shall constitute legal, valid and binding obligations of each Paxson Stockholder,
enforceable against each Paxson Stockholder in accordance with its terms, subject to the effect of
any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the
effect of general principles of equity (regardless of whether considered in a proceeding at law or
in equity).



(b) Assuming that all consents, approvals, authorizations and other actions described in
Section 5(c) have been obtained, all filings required by Section 2(f)(ii) and (iii) 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 any NBCU Entity, the execution, delivery and performance
by each Paxson Stockholder of each of the Transaction Agreements to which such Paxson Stockholder
is a party do 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 (other than Mr. Paxson), (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, each of the Transaction
Agreements to which such Paxson Stockholder is a party.



(c) The execution, delivery and performance by each Paxson Stockholder of each of the
Transaction Agreements to which a Paxson Stockholder is a party and the transactions contemplated
thereby do not and will not require any consent, approval, authorization or other order of, action
by, filing with or notification to, any Governmental Authority, except (i) the pre-merger
notification and waiting period requirements of the HSR Act and the approval by the FCC pursuant to
Section 310(d) of the Communications Act in the event of the exercise of the Call Right, the
conversion of a sufficient number of shares of Series B Preferred Stock such that, following such
conversion, a Paxson Stockholder is no longer the Single Majority Stockholder of PCC (as that term
is defined by the FCC) and the purchase of the Class B Common Stock by PCC pursuant to the PCC
Stock Purchase Agreement (ii) where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not prevent or materially delay the
consummation by such Paxson Stockholder of the transactions contemplated by each of the Transaction
Agreements, (iii) as may be necessary as a result of any facts or circumstances relating solely to
the other parties hereto or (iv) filings with the Securities and Exchange Commission pursuant to
Section 16 of the Securities Exchange Act of 1934.



6. Additional Representations and Warranties of NBCU Entities. Each of the NBCU
Entities, on behalf of itself only, hereby represents and warrants to PCC and the Paxson
Stockholders on and as of the date hereof:



(a) Each of the NBCU Entities is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and each of the NBCU Entities has all necessary
power and authority to enter into each of the Transaction Agreements to which it is a party, to
carry out its obligations thereunder and to consummate the transactions contemplated thereby. Each
of the NBCU Entities is duly licensed or qualified to do business and is in good standing in each
jurisdiction in which the properties owned or leased by it or the operation of its business makes
such licensing or qualification necessary, except to the extent that the failure to be so licensed
or qualified and in good standing would not adversely affect the ability of such NBCU Entity to
carry out its obligations under, and to consummate the transactions contemplated by, each of the
Transaction Agreements to which it is a party. The execution and delivery by each of the NBCU
Entities of each of the Transaction Agreements to which it is a party, the performance by each NBCU
Entity of its obligations thereunder and the consummation by each NBCU Entity of the transactions
contemplated thereby have been duly authorized by all requisite action on the part of each NBCU
Entity and its stockholders. Each of the Transaction Agreements to which it is a party has been
or, upon execution, shall have been duly executed and delivered by each NBCU Entity, and (assuming
due authorization, execution and delivery by the other parties) constitutes or, upon execution,
shall constitute legal, valid and binding obligations of each NBCU Entity, enforceable against each
NBCU Entity in accordance with its terms, subject to the effect of any applicable bankruptcy,
insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting creditors’ rights generally and subject to the effect of general principles
of equity (regardless of whether considered in a proceeding at law or in equity).



(b) Assuming that all consents, approvals, authorizations and other actions described in
Section 6(c) have been obtained and any applicable waiting period has expired or been terminated,
and except as may result from any facts or circumstances relating solely to PCC and the Paxson
Stockholders, the execution, delivery and performance of each of the Transaction Agreements to
which any NBCU Entity is a party do 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
NBCU Entity, (ii) conflict with or violate any law or Governmental Order applicable to such NBCU
Entity 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 NBCU Entity 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 NBCU Entity to carry out its obligations under, and to consummate the transactions
contemplated by, each of the Transaction Agreements to which such NBCU Entity is a party.



(c) The execution, delivery and performance by each of the NBCU Entities of each of the
Transaction Agreements to which it is a party and the transactions contemplated thereby do not and
will not require any consent, approval, authorization or other order of, action by, filing with or
notification to, any Governmental Authority, except (i) the pre-merger notification and waiting
period requirements of the HSR Act and the approval by the FCC pursuant to Section 310(d) of the
Communications Act in the event of the exercise of the Call Right and/or the conversion of a
sufficient number of shares of Series B Preferred Stock such that, following such conversion, a
Paxson Stockholder is no longer the Single Majority Stockholder of PCC (as that term is defined by
the FCC), (ii) where failure to obtain such consent, approval, authorization or action, or to make
such filing or notification, would not prevent or materially delay the consummation by such NBCU
Entity of the transactions contemplated by each of the Transaction Agreements or (iii) as may be
necessary as a result of any facts or circumstances relating solely to the other parties hereto.



(d) Each NBCU Entity that may acquire any securities of PCC pursuant to any of the Transaction
Agreements: (i) will acquire such securities of PCC solely for its own account for the purpose of
investment and not with a view to, or for resale in connection with, any distribution thereof in
violation of the Securities Act of 1933, as amended (the “Securities Act”); (ii) has had
access to the financial and other information concerning PCC and such securities; (iii) has
received and reviewed such reports, schedules, registration statements and proxy statements filed
by PCC with the Securities and Exchange Commission and such financial statements that it has deemed
appropriate; (iv) is an “accredited investor” as defined in Rule 501(a) under the Securities Act;
(v) has such knowledge, sophistication, and experience in business and financial matters so as to
be capable of evaluating the risks of such investment in PCC and such securities; (vi) has so
evaluated the merits and risks of such investment; (vii) is able to bear the economic risk of such
investment; and (viii) is able to afford a complete loss of such investment.



(e) Neither Mr. Burgess, nor any member of his immediate family, nor any entity owned or
controlled by him (collectively, but not including Mr. Burgess, the “Burgess Group”) is, or
during his employment with the Company will be, an agent of NBCU or of any subsidiary or affiliate
of NBCU. Furthermore, there are, and during his employment with the Company will be, no
commitments, arrangements or understandings, written or oral, between Mr. Burgess or any members of
the Burgess Group, on the one hand, and NBCU or any subsidiary or affiliate of NBCU on the other
hand, pursuant to which Mr. Burgess or any member of the Burgess Group has or will have any legal
or financial obligation to NBCU or any subsidiary or affiliate of NBCU, or is or will be entitled
to receive now or in the future from NBCU or any subsidiary or affiliate of NBCU any compensation
or benefits of any kind, or other valuable consideration (including but not limited to any offer of
future positions with NBCU or any of its subsidiaries or affiliates), other than (i) as set forth
in the Separation Agreement between Mr. Burgess and NBCU, a copy of which has been furnished to the
Company with dollar amounts redacted, (ii) pursuant to benefit plans in which Mr. Burgess is
vested, specifically the GE Pension Plan and the GE Savings and Security Plan (401(k) Plan), (iii)
as might be received by or due to Mr. Burgess or any member of the Burgess Group through ordinary
arms’ length consumer transactions involving GE or its affiliates, including transactions in
publicly-traded debt and equity securities of GE or its affiliates in the public market (so long as
any such transaction does not cause Mr. Burgess or any member of the Burgess Group to have an
attributable interest in, or attributable relationship with, NBCU or its subsidiaries or affiliates
under the FCC’s rules) or (iv) as might be received by or due to Mr. Burgess or any member of the
Burgess Group through ordinary consumer transactions prior to the date hereof that were generally
available only to employees of GE or its affiliates during the term of their employment with GE or
any of its affiliates. Notwithstanding the foregoing, if GE were in the future to acquire a
company where an immediate family member of Mr. Burgess works, this provision shall not require
such company to terminate his or her employment or Mr. Burgess’s immediate family member to
terminate his or her employment with such company. The word “affiliates” as used in this provision
is not intended to refer to broadcast stations which may be affiliated with television networks
owned and operated by NBCU or any subsidiary or affiliate of NBCU.



7. Miscellaneous.



(a) Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties.
Transmission by telecopier of an executed counterpart of this Agreement shall be deemed to
constitute due and sufficient delivery of such counterpart.



(b) Entire Agreement. The Transaction Agreements and the Exhibits and Schedules
thereto contain the entire agreement among the parties thereto with respect to the subject matter
thereof, and supersede all previous agreements, negotiations, discussions, writings,
understandings, commitments and conversations with respect to such subject matter, and there are no
agreements or understandings among the parties with respect to such subject matter other than those
set forth or referred to therein.



(c) Governing Law. 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.



(d) Assignability. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns; provided, however,
that no party hereto may assign its respective rights or delegate its respective obligations under
this Agreement without the express prior written consent of each of the other parties hereto;
provided further that any Paxson Stockholder may assign this Agreement to a Paxson
Estate Planning Affiliate (as defined in the Stockholder Agreement).



(e) Third Party Beneficiaries. The provisions of this Agreement are solely for the
benefit of the parties and their successors and permitted assigns and are not intended to confer
upon any Person except the parties hereto and their successors and permitted assigns any rights or
remedies hereunder, and there are no third party beneficiaries of this Agreement, and this
Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement,
claim of action or other right in excess of those existing without reference to this Agreement.



(f) Notices. Except as otherwise expressly provided herein, all notices, demands and
requests required or permitted to be given under the provisions of this Agreement shall be in
writing and shall be deemed to have been duly delivered and received (a) on the date of personal
delivery, (b) on the date of receipt (as shown on the return receipt) if mailed by registered or
certified mail, postage prepaid and return receipt requested, (c) on the next business day after
delivery to a courier service that guarantees delivery on the next business day if the conditions
to the courier’s guarantee are complied with, or (d) on the date of receipt (if such date is a
business day, otherwise on the next business day) by telecopy, in each case addressed as follows:



If to Mr. Paxson, Second Crystal or Paxson Enterprises:




Lowell W. Paxson




529 South Flagler Drive, 26H




West Palm Beach, Florida 33401




Tel: 561-835-8080




Fax: 561-832-5656




With a copy, which shall not constitute notice, to:




Wiley, Rein & Fielding LLP




1776 K Street NW




Washington, DC 20006




Attention: Fred Fielding




Tel: 202-719-7000




Fax: 202-719-7049



If to NBCU, NBC Palm Beach I or NBC Palm Beach II:




NBC Universal, Inc.




30 Rockefeller Plaza




New York, New York 10112




Attention: General Counsel




Tel: 212-646-7024




Fax: 212-646-4733




With a copy, which shall not constitute notice, to:




Shearman & Sterling LLP




599 Lexington Avenue




New York, New York 10022




Attention: John A. Marzulli, Jr.




Tel: 212-848-8590




Fax: 646-848-8590



If to PCC:




Paxson Communications Corporation




601 Clearwater Park Road




West Palm Beach, FL 33401-6233




Attention: General Counsel




Tel: 561-659-4122




Fax: 561-655-9424




With a copy, which shall not constitute notice, to:




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




and




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



Any party may, by notice to the other parties, change the address to which such notices are to be
given.



(g) Severability. 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 those 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 effect the original intent of the parties.



(h) Publicity. Prior to any public announcement or disclosure regarding any of the
transactions contemplated by this Agreement or any of the Transaction Agreements by any of the
parties to this Agreement, such party shall provide the other parties to this Agreement with a copy
of the proposed public announcement or disclosure, and the parties shall consult with each other
regarding the content of such announcement or disclosure. Except as required by applicable law
(including applicable securities laws) or the rules of the American Stock Exchange, no party to
this Agreement shall make, or cause to be made, any press release or other public announcement
regarding any of such transactions without the prior consent of each of the other parties to this
Agreement.



(i) Expenses. Except as expressly provided herein or in another Transaction
Agreement, each party shall each bear its own costs and expenses (including legal, accounting and
broker fees and expenses) incurred in connection with this Agreement, the other Transaction
Agreements and the transactions contemplated hereby or thereby.



(j) Waivers of Default. Waiver by any party of any default by any other party of any
provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or
other default, nor shall it prejudice the rights of any other party.



(k) Amendments. No provisions of this Agreement shall be deemed waived, amended,
supplemented or modified by any party, unless such waiver, amendment, supplement or modification is
in writing and signed by the authorized representative of the party against whom such waiver,
amendment, supplement or modification it is sought to be enforced.



(l) Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY PROVIDED IN A
TRANSACTION AGREEMENT, NONE OF THE PARTIES HERETO MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS (INCLUDING ANY CONSENTS OR
APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR
PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTERS INVOLVING, THE ASSETS, BUSINESS OR
LIABILITIES OF PCC, ITS SUBSIDIARIES OR THE TELEVISION STATIONS OWNED BY PCC.



(m) Interpretation. In the Transaction Agreements, unless otherwise specified or
where the context otherwise requires:



(i) the Section and paragraph headings contained in such Transaction Agreements are for
reference purposes only and shall not affect in any way the meaning or interpretation of such
Transaction Agreements;



(ii) a reference to a Recital is to the relevant Recital to such Transaction Agreement, to a
Section is to the relevant Section of such Transaction Agreement and to an Exhibit is to the
relevant Exhibit to such Transaction Agreement;



(iii) words importing any gender shall include other genders;



(iv) words importing the singular only shall include the plural and vice versa;



(v) the words “include”, “includes” or “including” shall be deemed to be followed by the words
“without limitation”;



(vi) the words “hereof”, “herein”, “hereunder” and “herewith” and words of similar import
shall, unless otherwise stated, be construed to refer to such Transaction Agreement as a whole and
not to any particular provision of such Transaction Agreement;



(vii) references to any Person shall include such Person’s successors and permitted assigns;



(viii) the parties to the Transaction Agreements have participated jointly in the negotiation
and drafting of the Transaction Agreements to which they are parties, and, in the event an
ambiguity or question of intent or interpretation arises, the Transaction Agreements shall be
construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party thereto by virtue of the authorship of any provisions of
the Transaction Agreements; and



(ix) unless otherwise expressly provided therein, any contract or law defined or referred to
therein or in any contract that is referred to therein means such contract or law as from time to
time amended, modified or supplemented, including (in the case of a contract) by waiver or consent
and (in the case of a law) by succession of comparable successor laws to all attachments thereto
and instruments incorporated therein, and any reference in the Transaction Agreement to a law shall
be deemed to include any rules and regulations promulgated thereunder.



[Remainder of page intentionally left blank]




IN WITNESS WHEREOF, the parties hereby have executed this Master Transaction Agreement as of
the date first above written.



/s/ Lowell W. Paxson



Lowell W. Paxson



SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP



By: Paxson Enterprises, Inc., its general partner



	 	 	 
	By: /s/ Lowell W. Paxson

	 

	Name:

Title:

	 	Lowell W. Paxson

President






PAXSON ENTERPRISES, INC.



	 	 	 
	By: /s/ Lowell W. Paxson

	 

	Name:

Title:

	 	Lowell W. Paxson

President






PAXSON COMMUNICATIONS CORPORATION



	 	 	 
	By: /s/ Dean M. Goodman

	 	

	 

	Name:

Title:

	 	Dean M. Goodman

President and Chief Operating Officer






PAXSON MANAGEMENT CORPORATION



	 	 	 
	By: /s/ Lowell W. Paxson

	 

	Name:

Title:

	 	Lowell W. Paxson

President






NBC UNIVERSAL, INC.



	 	 	 
	By: /s/ Robert C. Wright

	 

	Name:

Title:

	 	Robert C. Wright

President and Chief Executive Officer






NBC PALM BEACH INVESTMENT I, INC.



	 	 	 
	By: /s/ Robert C. Wright

	 

	Name:

Title:

	 	Robert C. Wright

Director and President






NBC PALM BEACH INVESTMENT II, INC.



	 	 	 
	By: /s/ Robert C. Wright

	 

	Name:

Title:

	 	Robert C. Wright

Director and President