EX-10.1



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Exhibit 10.1



ASSET PURCHASE AGREEMENT




     THIS ASSET PURCHASE AGREEMENT (the “Agreement”), is made and entered into this 12th day of
July 2005 (“Agreement Date”), by and between WDLP Broadcasting Company, LLC, a Delaware limited
liability company (“WDLP”), WDLP Licensed Subsidiary, LLC, a Delaware limited liability company
(“WDLP-Sub”), Robin Broadcasting Company, LLC, a Delaware limited liability company (“Robin”) and
Robin Licensed Subsidiary, LLC, a Delaware limited liability company (“Robin-Sub”) (individually
“Seller” and collectively “Sellers”), and Mega Media Holdings, Inc., a Delaware corporation
(“Buyer”).



R E C I T A L S:




     WHEREAS, WDLP-Sub holds certain licenses, permits and authorizations issued by the Federal
Communications Commission (the “FCC”) for the operation of television stations WDLP-TV, Key West,
Florida, Channel 22 (and its derivative digital television station, WDLP-DT, Key West, Florida,
Channel 3), FCC Facility I.D. No. 72053 (“WDLP-TV”), and Robin-Sub holds certain licenses, permits
and authorizations issued by the FCC for the operation of television station WSBS-CA, Miami,
Florida, Channel 50, FCC Facility I.D. No. 29547 (“WSBS-CA”) (WDLP-TV, and WSBS-CA are sometimes
individually referred to herein as a “Station” and collectively referred to as the “Stations”), and
Sellers own and/or lease certain assets used in the operation and maintenance of the Stations, as
more particularly described in this Agreement;



     WHEREAS, Sellers desire to sell, transfer and assign such licenses, permits and authorizations
to Buyer and sell such assets to Buyer, and Buyer desires to acquire such licenses and assets, upon
the terms and subject to the conditions herein set forth;



     WHEREAS, Buyer is a wholly owned subsidiary of Spanish Broadcasting System, Inc., a Delaware
corporation (“Parent”), which formed Buyer for the express purpose of acquiring such licenses and
assets;



     WHEREAS, WDLP-Sub is a wholly owned subsidiary of WDLP, which formed WDLP-Sub for the express
purpose of holding the FCC Licenses for WDLP-TV (and other FCC Licenses which are not part of the
Stations being sold hereunder);



     WHEREAS, Robin-Sub is a wholly owned subsidiary of Robin, which formed Robin-Sub for the
express purpose of holding the FCC Licenses for WSBS-CA (and possibly other FCC Licenses which are
not part of the Stations being sold hereunder); and



     WHEREAS, the sale, transfer and assignment of such licenses, permits and authorizations of the
Stations is subject to the prior consent of the FCC, including the grant of all of the Assignment
Applications (as herein defined) with respect to the Stations (the “FCC Consent”);



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	ARTICLE I
	ARTICLE II
	ARTICLE III
	ARTICLE IV
	ARTICLE V
	ARTICLE VI
	ARTICLE VII
	ARTICLE VIII
	ARTICLE IX
	ARTICLE X
	ARTICLE XI




     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, Sellers and Buyer hereby agree as
follows:







ARTICLE I

TERMS OF THE TRANSACTION




     1.1 Assets to be Transferred. At the Closing, and on the terms and subject to the conditions
set forth in this Agreement, Sellers shall sell, assign, transfer, deliver and convey to Buyer, and
Buyer shall purchase from Sellers, all of each Seller’s right, title and interest in, to and under
the assets owned or used by such Seller and associated with, related to or employed in the
operation of the Stations owned by such Seller (other than the Excluded Assets), which assets being
transferred to Buyer hereunder shall consist of the following assets and properties of Sellers
existing on the Closing Date, all such assets and properties being transferred to Buyer pursuant to
this Agreement being collectively referred to herein as the “Assets”.



          (a) FCC Licenses. All licenses, permits and authorizations issued or granted by the FCC for
the operation of or used or useful in connection with the operation of the Stations, and all
applications filed by Sellers with the FCC with respect to the Stations (collectively, the “FCC
Licenses”), all of which FCC Licenses are identified on Schedule 1.1(a).




          (b) Leased Real Property. The leasehold estates or license rights relating to the Stations
under the leases and licenses identified on Schedule 1.1(b) (the “Real Property Leases”)
covering the premises more particularly described on Schedule 1.1(b) (the “Leased Real
Property”), and all rights (including rights of refund and offset relating to any post-Closing
events), privileges and options in favor of Sellers relating or pertaining to such Real Property
Leases arising on and after the Closing Date.




          (c) Tangible Personal Property. The fixed and tangible personal property owned by each Seller
and used in the operation of the Stations, consisting of the physical assets and equipment listed
on Schedule 1.1(c), together with replacements thereof, additions and alterations thereto,
and substitutions therefor, made between the Agreement Date and the Closing Date (hereinafter
collectively the “Owned Personal Property”).




          (d) Intellectual Property; Certain Intangibles. All of each Seller’s assignable rights in and
under Intellectual Property (as hereinafter defined) owned by or licensed to such Seller, together
with goodwill and other intangible property, relating to, or used or useful in connection with the
operation of the Stations, but not any of the foregoing which constitute or are related to the
Excluded Assets.




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          (e) Permits. All right, title and interest of each Seller in, to, and under all Permits
relating to, or used or useful in connection with the operation of the Stations or relating to the
use, operation or enjoyment of the Assets, as listed on Schedule 1.1(e).




          (f) Personal Property Leases. All right, title and interest of each Seller in, to and under
the personal property leases pertaining to the Stations as identified on Schedule 1.1(f)
(the “Personal Property Leases”), and all rights (including rights of refund and offset relating to
any post-Closing events), privileges, deposits, claims, causes of action and options in favor of
such Seller relating or pertaining to such Personal Property Leases.




          (g) Contracts. The contracts and agreements relating to the Stations and identified on
Schedule 1.1(g) (together with the Real Property Leases and the Personal Property Leases,
the “Assumed Contracts”), and all rights (including rights of refund and offset relating to any
post-Closing events), privileges, and options in favor of each Seller relating or pertaining to any
of such Assumed Contracts arising on and after the Closing Date.




          (h) Books and Records. Except as set out in Section 1.2 below, all books, records, papers and
instruments of each Seller that relate specifically to the other Assets or the operation of the
Stations, including without limitation the Stations’ local public files and other records required
by the FCC to be maintained at the Stations, programming information and studies, marketing and
demographic data, dealings with customers, vendors and suppliers of the Stations, and including
computerized books and records and other computerized storage media and the software (including
documentation and object and source codes) used in connection therewith; provided that each Seller
shall be entitled to retain copies of any such books and records that are necessary for its Tax,
accounting or legal purposes.




          (i) Surveys, Maps, and Diagrams. All surveys, maps and building and machinery diagrams and
plans of each Seller relating to any of the Assets.




          (j) Warranty Claims. All warranties, representations, indemnifications, hold harmless
provisions and guarantees made by suppliers, licensors, manufacturers, contractors and others in
respect of the Stations or the Assets relating to facts, acts, circumstances or omissions that take
place on and after the Closing Date, but not including warranties, representations,
indemnification, hold harmless provisions and guarantees under or with respect to any contracts or
agreements which are not related to the Assumed Contracts.




     1.2 Excluded Assets. All of each Seller’s right, title and interest in, to and under the
following assets and properties shall be excluded from the Assets to be transferred to Buyer
hereunder (collectively referred to herein as the “Excluded Assets”):



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          (a) all assets owned or used by Sellers and associated with, related to or employed in the
operation of all of Sellers’ television stations other than the Stations, as well as the call
letters “WDLP-TV” and “WDLP-DT” currently associated with the Stations;




          (b) all cash and cash equivalents, prepaid expenses, security deposits, marketable securities
and other investments;




          (c) all accounts receivable and notes receivable and other evidence of indebtedness and rights
to receive payment, whether or not generated by the operation of the Stations, for all periods
ending prior to the Closing Date;




          (d) all policies of insurance;




          (e) all rights of recovery, claims, and causes of action arising from the operation of the
Stations prior to the Closing Date, including under any policies of insurance;




          (f) each Seller’s general ledgers and original books of entry subsidiary thereto, Tax Returns
and supporting papers, checks, vouchers and bank statements and the books and records related to
the limited liability company of such Seller, subject to the right of Buyer to have access to and
to copy such records pertaining directly to the Stations for the three year period prior to the
Closing Date;




          (g) all contracts and agreements other than Assumed Contracts, including any collective
bargaining agreement and all contracts that have terminated or expired prior to the Closing Date,
and all rights (including rights of refund and offset relating to any post-Closing events),
privileges, and options in favor of Sellers relating or pertaining to any of such contracts and
agreements arising prior to, on or after the Closing Date;




          (h) all rights, claims and causes of action of each Seller for refunds of Taxes and all other
benefits, rights and claims of each Seller arising in connection with or otherwise relating to
Taxes relating to the Stations for any period or partial period prior to the Closing;




          (i) any pension, profit sharing, 401(k), retirement or employee benefit plans or trusts
maintained by Sellers;




          (j) all rights of Sellers under or pursuant to this Agreement;




          (k) all rights of refund and offset under any Assumed Contracts relating to any events arising
prior to the Closing Date;




          (l) all warranties, representations, indemnifications, hold harmless provisions and guarantees
made by suppliers, licensors, manufacturers, contractors and others relating to the





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Stations or the Assets with regard to (i) any contracts or agreement other than the Assumed
Contracts and (ii) as to the Assumed Contracts, any facts, acts, circumstances or omissions that
take place prior to the Closing Date;




          (m) all of the assets listed on Schedule 1.2(m); and




          (n) any other asset of the Sellers not specifically described herein as part of the Assets.




     1.3 Purchase Price and Payment.



          (a) In consideration of the transfer by Sellers to Buyer of the Assets, Buyer shall pay to
Sellers the sum of Thirty-Seven Million Dollars ($37,000,000.00), plus the Two Hundred
Fifty Thousand Dollars ($250,000.00) Extension Payment described in sub-section (iv) below, if
applicable (the “Purchase Price”), plus or minus any Adjustment Items
agreed upon by the parties at the Closing in accordance with Section 1.7 hereof. The Purchase
Price shall be paid to Sellers as follows:





          (i) Upon the execution and delivery of this Agreement, Buyer shall pay to Seller cash
in the amount of Five Hundred Thousand Dollars ($500,000.00) (the “Initial Deposit”) in
immediately available funds by confirmed wire transfer to one or more bank accounts
designated by WDLP.




          (ii) Buyer shall pay at the Closing the cash amount of Fourteen Million Dollars
($14,000,000.00) (not including the Initial Deposit or the Extension Payment, if
applicable), plus or minus any Adjustment Items agreed upon the
parties at the Closing in accordance with Section 1.7 hereof, in immediately available funds
by confirmed wire transfer to bank accounts designated by Sellers in the amounts designated
in accordance with Section 1.4 below (such designation to occur no later than the second
business day prior to the Closing Date).




          (iii) At Buyer’s written election, at the Closing Buyer shall either (A) execute and
deliver to Sellers a Secured Promissory Note in the principal amount of Twenty-Two Million
Five Hundred Thousand Dollars ($22,500,000.00) in the form attached hereto and made a part
hereof as Exhibit A (the “Promissory Note”), together with a Security Agreement
respecting the Promissory Note in the form attached hereto and made a part hereof as
Exhibit B (the “Security Agreement”), in which case Buyer shall also cause Parent to
execute and deliver to Sellers a Guaranty of Secured Promissory Note in the form attached
hereto and made a part hereof as Exhibit C (the “Guaranty”); or (B) pay an
additional cash amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000.00)
in immediately available funds by confirmed wire transfer to bank accounts designated by



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Sellers in the amounts designated in accordance with Section 1.4 below (such
designation to occur no later than the second business day prior to the Closing Date).




          (iv) In the event the Closing shall not have occurred by August 31, 2005 and this
Agreement shall not otherwise have been terminated in accordance with Section 9.1 below,
then on September 1, 2005, Buyer shall pay to Sellers cash in the amount of Two Hundred
Fifty Thousand Dollars ($250,000.00) (the “Extension Payment”) in immediately available
funds by confirmed wire transfer to one ore more bank accounts designated by WDLP (such
designation to occur no later than the second business day prior to such payment date).




          (v) All funds so paid to Sellers as the Initial Deposit and, if applicable, the
Extension Payment, shall be credited against the Purchase Price in the event of a successful
Closing or shall otherwise be subject to the provisions of Sections 1.3(b), 1.3(c) and 9.5
below.



          (b) If this Agreement is terminated by Sellers or Buyer for any reason other than by Buyer in
accordance with Section 9.1(e) hereof, Sellers shall be entitled to retain the Initial Deposit and,
if applicable, the Extension Payment as non-refundable liquidated damages in accordance with the
provisions of Section 9.5 below.




          (c) If this Agreement is terminated in accordance with the provisions of Section 9.1(e)
hereof, and Sellers shall not be entitled to retain the Initial Deposit and, if applicable, the
Extension Payment pursuant to Section 1.3(b) and Section 9.5 by reason thereof, Buyer shall be
entitled to an immediate return all such funds previously paid to Sellers upon such termination of
this Agreement.




          (d) If, and only if, Buyer elects to pay part of the Purchase Price by the execution and
delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, then as further
consideration for the transfer of the Assets to Buyer, Buyer shall cause Parent, directly or
through one or more of its Affiliates, to enter into that certain Advertising Opportunities
Agreement in the form attached hereto as Exhibit D (the “Advertising Opportunity
Agreement”) in order to make available to Sellers and their agreed to Affiliates certain
advertising opportunities as described therein.




     1.4 Allocation of Purchase Price. The Purchase Price payable to Sellers shall be allocated
between the Sellers in a manner designated by the Sellers (such designation to occur no later than
the second business day prior to the Closing Date). The Purchase Price shall be allocated among
the Assets in the manner set forth on Schedule 1.4. Sellers and Buyer shall report the
transactions contemplated hereby on all Tax Returns (including information returns and supplements
thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent
with such allocation.



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     1.5 Liabilities Assumed by Buyer. As further consideration for the transfer of the Assets to
Buyer, Buyer agrees, upon the terms and subject to the conditions set forth herein, to assume, at
the Closing, and thereafter to pay, perform and discharge in the Ordinary Course of Business, the
following liabilities and obligations of Sellers, whether accrued, absolute, contingent,
unliquidated or otherwise, whether or not known or disclosed to Sellers, and whether due or to
become due (but only such liabilities and obligations and no others):



          (a) all obligations of each Seller accruing on and after the Closing Date under the Assumed
Contracts;




          (b) all obligations of each Seller accruing on and after the Closing Date under the Permits
described on Schedule 1.1(e), if any;




          (c) all Permitted Encumbrances; and




          (d) Buyer’s one-half share of the sales and use Taxes described in Section 5.11 hereof.




All liabilities and obligations being assumed by Buyer pursuant to this Section are collectively
referred to herein as the “Assumed Liabilities.” Notwithstanding the foregoing, Buyer shall not be
liable for and shall not assume (i) defaults in performance of the Assumed Contracts in respect of
periods prior to the Closing Date; or (ii) unpaid amounts in respect of the Assumed Contracts that
relate to periods prior to the Closing Date. The Assumed Liabilities shall not include any
Excluded Liabilities as defined in Section 1.6.




     1.6 Liabilities Not Assumed by Buyer. Buyer shall not assume or take title to the Assets
subject to, or in any way be liable or responsible for, any liabilities or obligations of Sellers
(whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in
Section 1.5, it being expressly acknowledged that it is the intention of the parties hereto that
all liabilities and obligations that each Seller has or may have in the future (whether accrued,
absolute, contingent, unliquidated or otherwise, whether or not known or disclosed to Buyer, and
whether due or to become due), other than the Assumed Liabilities, shall constitute Excluded
Liabilities and shall be either discharged by Sellers prior to the Closing or shall remain the
respective liabilities and obligations of each Seller following the Closing. Buyer does not assume
or agree to discharge or perform and will not be deemed by reason of the execution and delivery of
this Agreement or any Ancillary Document delivered pursuant to or in connection with this Agreement
or otherwise by reason of consummation of the transactions contemplated hereby, to have assumed or
to have agreed to discharge or perform, any liabilities, obligations, or commitments of Sellers of
any nature whatsoever other than the Assumed Liabilities. Without limiting the generality of the
foregoing, Buyer shall not assume or take title to the Assets subject to, or in any way be liable
or responsible for



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the Excluded Liabilities which shall include the following, except to the extent that any of
the following are in fact part of the Assumed Liabilities:




          (a) any liabilities and obligations of a Seller relating to the Excluded Assets;




          (b) any liability or obligation of a Seller under any mortgage, deed of trust, security
agreement or financing statement, or any note, bond or other instrument or obligation secured
thereby;




          (c) any liability or obligation of a Seller existing at or arising after the Closing Date
under any leases, contracts, agreements, FCC Licenses or Permits included in the Assets which
results from the breach, default or wrongful action or inaction of such Seller prior to the Closing
Date;




          (d) any liability or obligation arising under any contracts, commitments, leases or agreements
to which either of the Sellers or any of the Stations is a party, except for the liabilities or
obligations arising under the Assumed Contracts and then only to the extent that such liability or
obligation relates to periods on and after the Closing Date;




          (e) any liability or obligation of a Seller, whether relating to a claim currently pending or
hereafter asserted, arising out of the employment relationship between such Seller and any of such
Seller’s present or former employees including, without limitation, severance pay or other
employment termination issues, any claim for wrongful discharge, breach of contract, unfair labor
practice, employment discrimination, unemployment or workers’ compensation;




          (f) any liability or obligation of a Seller in respect of any agreement, trust, plan, fund or
other arrangement under which benefits (including retirement benefits) or employment is provided
for any of such Seller’s present or former employees engaged in connection with the ownership or
operation of the Assets or the Stations;




          (g) any liabilities or deficiencies for Taxes applicable to periods ending on or prior to the
Closing Date;




          (h) any liability or obligation of a Seller in respect of any environmental claim arising out
of or relating to the operation of the Stations, such Seller’s business or such Seller’s ownership,
leasing or operation of real property attributable to periods ending on or prior to the Closing
Date;




          (i) any liability of a Seller under this Agreement; and






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          (j) any liability of a Seller directly related to such Seller’s acts or omissions occurring
after the Closing Date not otherwise authorized or contemplated under this Agreement or any other
Ancillary Document entered into at the Closing.




     1.7 Adjustments of Purchase Price.



          (a) Adjustment Time. The “Adjustment Time” as used herein shall be 12:01 A.M. Eastern
Daylight or Standard Time, as the case may be, on the Closing Date.




          (b) Adjustment Items. Except as otherwise provided in this Agreement, all income and expenses
of the Stations, including but not limited to the following items (the “Adjustment Items”), shall
be prorated between Buyer and Sellers as of the Adjustment Time, assuming a 30-day month. Except
as otherwise provided in this Agreement, Sellers shall be entitled to such income and liable for
such expenses prorated for the period up to and including the Closing Date, and Buyer shall be
entitled to such income and liable for such expenses prorated for the period subsequent to the
Closing Date. The following monies due by one party to the other under this Section 1.7(b), if
any, shall be paid in accordance with Section 1.3(a) if determined at the Closing or under Section
1.7(c) if determined after the Closing.





          (i) Rentals or other charges, payable or paid in respect of the Assumed Contracts.




          (ii) All real and personal property Taxes (including sewerage assessments and fees)
imposed on or with respect to the Assets for the year in which the Closing occurs.




          (iii) Transferable license, permit and registration fees, and like items.




          (iv) Charges for utilities (including but not limited to electricity, fuel, water,
basic monthly telephone charges, long distance telephone calls and sanitation and garbage

disposal) furnished exclusively to or in connection with the Stations.




          (v) The amount of broadcasting time or other revenues and other charges prepaid to
Sellers in cash, merchandise or services applicable to any period subsequent to the Closing
Date.




          (vi) Other similar items applicable to the Assets and/or attributable to the
operations, advertising and/or the business of the Stations, it being the intention of the
parties that, subject to the terms of this Agreement, all operations and the business of the
Stations prior to the Adjustment Time shall be for the account of Sellers, and all
operations and business of the Stations after the Adjustment Time shall be for the account
of Buyer.



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          (vii) If the amount of any real or personal property Tax to be prorated is not known on
the Closing Date, such Tax shall be apportioned on the basis of the most recent tax
assessment. As soon as the new tax rate and valuation can be ascertained, there shall be a
reapportionment and adjustment with respect to such Tax regardless of when such final
proration occurs.



          (c) Adjustment After Closing Date. Subject to the provisions of Section 1.7(b)(vii), if the
amount of any Adjustment Items cannot be readily ascertained or agreed upon on the Closing Date,
proration of such items shall be determined within 60 days after the Closing Date and payment
therefor shall be made to the party entitled thereto within 10 days after notice of such
determination thereof has been given to Buyer or Sellers, as the case may be. In the event of any
disputes between the parties as to adjustments, the amounts not in dispute shall nonetheless be
paid at the time provided in this Section and such disputes shall be determined by an independent
certified public accountant mutually acceptable to the parties. The dispute shall be presented to
such accountant no later than 75 days after the Closing Date. Such accountant’s resolution of the
dispute shall be final and binding on the parties, absent fraud or palpable mistake, and a judgment
may be entered thereon in any court of competent jurisdiction. The fees and expenses of such
accountant shall be paid one-half by Sellers and one-half by Buyer.




     1.8 Certain Defined Terms. As used in this Agreement, each of the following terms has the
meaning given it below:



     “Affiliate” means a Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or under common control with, the Person specified.



     “Ancillary Documents” means each agreement, instrument, and document (other than this
Agreement) executed or to be executed by either or both of the Sellers or Buyer in connection with
the transactions contemplated by this Agreement.



     “Applicable Law” means any statute, law, rule, or regulation or any judgment, order, writ,
injunction, or decree of any Governmental Entity to which a specified Person or property is
subject.



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



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



     “Encumbrances” means any lien, mortgage, pledge, reservation, restriction, security interest,
right of first refusal, option, conditional sale agreement, hypothecation, title retention or other
security arrangement, or any adverse right or interest, charge, claim or other encumbrance of any
nature whatsoever of, on, or with respect to any property or property interest whether imposed by
law, agreement, understanding or otherwise, other than Permitted Encumbrances.



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



     “FCC” means the Federal Communications Commission.



     "Final Order” means an action by the FCC (i) that has not been vacated, reversed, stayed, or
suspended, (ii) with respect to which no timely appeal, request for stay or petition for rehearing,
reconsideration or review by any party or by the FCC on its own motion is pending, and (iii) as to
which the time for filing any such appeal, request, petition or similar document or for which the
reconsideration or review by the FCC on its own motion has expired.



     “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or
any federal, state, municipal, or other governmental body, agency, authority, department,
commission, board, bureau, or instrumentality (domestic or foreign, federal or state).



     “Intellectual Property” means trademarks, service marks, trade names, service names, brand
names, copyrights, trade secrets, know-how, technology, inventions, computer software (including
any documentation and object and source codes in each Seller’s possession), logos, jingles,
slogans, marketing plans, sales and promotional material, telephone numbers, facsimile numbers, and
similar rights, and all registrations, applications, licenses and rights with respect to any of the
foregoing.



     “IRS” means the Internal Revenue Service.



     “Material Adverse Effect” means a material adverse effect on the business, assets, results of
operations, condition (financial or otherwise), or operation of the Stations or any material
portion thereof or on the ability of a party to perform on a timely basis any material obligations
of such party under this Agreement or any Ancillary Document, in any such case not resulting from
matters generally affecting the television industry as a whole.



     “Must Carry” means the entitlement of a full power television broadcast station to assert
mandatory carriage rights on cable systems and satellite providers located within each Station’s
market (“DMA”), as defined by Nielsen Media Research, pursuant to the Communications Act and the
rules adopted by the FCC.



     “Ordinary Course of Business” shall mean an action taken by a Person if:




	 	a.	 	Such action is consistent with the past practices of such Person and is taken
in the ordinary course of the normal day-to-day operations of such Person;






	 	b.	 	Such action is not required to be authorized by the Board of Directors or
comparable managing body of such Person and is not required to be specifically
authorized by the parent corporation (or other entity), if any, of such Person; and




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	 	c.	 	Such action is similar in nature and magnitude to actions customarily taken,
without any authorization by the Board of Directors or comparable managing body, in the
ordinary course of the normal day-to-day operations of other Persons that are in the
same line of business as such Person.





     “Permits” means licenses, permits, franchises, consents, approvals, variances, exemptions and
other authorizations of or from Governmental Entities, but does not include FCC Licenses.



     “Permitted Encumbrances” means (i) Encumbrances created by Buyer, (ii) liens for Taxes not yet
due and payable, and (iii) statutory liens (including materialmen’s, mechanic’s, repairmen’s,
landlord’s, and other similar liens) arising in connection with the Ordinary Course of Business and
securing payments not yet due and payable; provided, however, that at the Closing “Permitted
Encumbrances” shall not include any liens for Taxes or statutory liens filed of record against the
Assets which, individually or in the aggregate, will result in a Material Adverse Effect.



     “Person” means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, enterprise, unincorporated organization,
Governmental Entity or other entity.



     “Proceedings” means all proceedings, actions, claims, suits, investigations and inquiries by
or before any arbitrator or Governmental Entity.



     “Taxes” means any income taxes or similar assessments or any sales, excise, occupation, use,
ad valorem, property, production, severance, transportation, employment, payroll, franchise, or
other tax imposed by any United States federal, state, or local taxing authority, including any
interest, penalties, or additions attributable thereto.



     “Tax Return” means any return or report, including any related or supporting information, with
respect to Taxes.



     “To the knowledge” of a specified Person (or similar references to a Person’s knowledge) means
that the only information to be attributed to such Person is information actually known to (a) such
Person, in the case of an individual, (b) in the case of a limited liability company, such
company’s manager and managing members, if any, or (c) in the case of a corporation or any other
entity, a current officer or employee who devoted substantive attention to matters of such nature
during the ordinary course of his employment by such Person.



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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER




     Each Seller represents and warrants to Buyer as set forth below, except as set forth in the
Schedules attached to this Agreement as of the Agreement Date as updated, if at all, in accordance
with this Agreement as of the Closing Date (collectively, the “Disclosure Schedule”). The
Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered
sections contained in this Article II. Notwithstanding the foregoing, if a document or matter is
listed in one Section of the Disclosure Schedule, such listing shall suffice, without specific
repetition and with or without cross-reference, as a response to any other Section. The inclusion
of any item in any Section of the Disclosure Schedule shall not constitute an admission that a
violation, right of termination, default, liability or other obligation of any kind exists with
respect to such item, but rather is intended only to respond to certain representations and
warranties set forth in this Article II and to set forth other information required by this
Agreement. Also, the inclusion of any matter in the Disclosure Schedule does not constitute an
admission as to its materiality as it relates to any provision of this Agreement. Except as
expressly set forth in the Disclosure Schedule, the definitions and information contained in this
Agreement are incorporated therein.



     2.1 Organization and Standing. Each Seller is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware and WDLP and Robin
are qualified to do business and in good standing in the State of Florida. Neither the nature of
the business conducted by each Seller, nor the character of the properties owned, leased or
otherwise held by each Seller makes any such qualification necessary in any other state, country,
territory or jurisdiction, except where the failure to be so qualified could not reasonably be
expected to have a Material Adverse Effect. Each Seller has the full and unrestricted power and
authority, limited liability company and otherwise, to own, lease and operate the Assets, to carry
on its business as now conducted, and to enter into and perform the terms of this Agreement, the
agreements, and instructions referred to herein, and the transactions contemplated hereby and
thereby.



     2.2 Authorization. The execution, delivery and performance of this Agreement and of the
agreements and instruments called for hereunder, and the consummation of the transactions
contemplated hereby and by such agreements and instruments have been duly and validly authorized by
all necessary actions of each Seller (none of which actions has been modified or rescinded and all
of which actions are in full force and effect). This Agreement constitutes, and upon execution and
delivery each other agreement and instrument will constitute, a valid and binding agreement and
obligation of each Seller, enforceable in accordance with its respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity). Except as specified in Section
2.5, the execution, delivery and performance by each Seller of this Agreement and the agreements
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instruments called for hereunder will not require the consent, approval or authorization of
any Person or Governmental Entity.




     2.3 Litigation; Compliance with Law. There is no action, suit, investigation, claim,
arbitration or litigation pending or, so far as each Seller knows, threatened against or involving
such Seller, the Assets, the Stations or the Stations’ business and operations, at law or in
equity, or before or by any court, arbitrator or Governmental Entity, and each Seller is not
operating under or subject to any order, judgment, decree or injunction of any court, arbitrator or
Governmental Entity, except for those listed in Schedule 2.3. So far as each Seller knows,
such Seller has complied and is in compliance in all material respects with all Applicable Laws, to
the Assets, to the Stations and to such Seller’s business and operations. Each Seller has obtained
all FCC Licenses and Permits (none of which has been modified or rescinded and all of which are in
full force and effect) required in order to conduct the operations of the Stations as presently
conducted and to own, use and maintain the Assets, except as set forth on Schedule 2.3 and
except where the absence thereof would not, individually or in the aggregate, have a Material
Adverse Effect.



2.4 Financial Statements and Condition; Liabilities.




          (a) Each of WDLP and Robin has prepared and furnished to Buyer the unaudited balance sheets of
such Seller as of December 31, 2004, and the statements of income and cash flows for the periods
ended December 31, 2004 (the “Financial Statements”). The Financial Statements, including, without
limitation, the notes thereto: (i) are in accordance with the books and records of such Seller;
(ii) are true, correct and complete in all material respects and present fairly the financial
position of such Seller as of the respective dates and the results of operations and changes in
cash flow for the respective periods indicated; and (iii) except as set forth in Schedule
2.4(a), have been prepared in accordance with generally accepted accounting principles applied
on a basis consistent with prior accounting periods. The accounts receivable of each Seller shown
on the balance sheet of the Financial Statements have been collected or to such Seller’s knowledge
are collectible in amounts not less than the amounts thereof carried on the books of such Seller,
except to the extent of the allowance for doubtful accounts shown on such balance sheet, and have
been entered into in the Ordinary Course of Business.




          (b) As of December 31, 2004 there existed no liabilities of the Stations, contingent or
absolute, matured or unmatured, known or unknown, except for those liabilities which (A) were
reflected in the Financial Statements, including the notes thereto, (B) were incurred in the
Ordinary Course of Business, (C) are disclosed in the various Schedules to this Agreement (except
to the extent such matters are by the terms of any specific monetary, time period or materiality
threshold expressly not required to be disclosed therein) or (D) are Excluded Liabilities. Since
December 31, 2004, (i) no Seller has made any contract, agreement or commitment or incurred any
obligation or liability (contingent or otherwise) relating to the Assets or the Stations except for
those which (A) were made in the Ordinary Course of Business, (B) are disclosed in the various
Schedules to this Agreement (except to the extent such matters are by the terms of any specific
monetary, time





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period or materiality threshold expressly not required to be disclosed therein) or (C) are
Excluded Liabilities; (ii) there has not been any discharge or satisfaction of any obligation or
liability owed to any Seller with respect to the Stations which is not in the Ordinary Course of
Business; or (iii) there has not occurred any loss or material injury to the Assets as the result
of any fire, accident, act of God or the public enemy, or other casualty, or any Material Adverse
Effect.




     2.5 Assets; Consents.



          (a) Except for the Excluded Assets, the Assets to be acquired by Buyer at the Closing
constitute all of the real, personal, and mixed assets, both tangible and intangible, that are used
or held for use in the business and operations of the Stations as presently conducted.




          (b) Sellers are the sole and exclusive legal and equitable owners of all right, title and
interest in and have good and marketable title to the Assets, free and clear of any Encumbrances,
except for and subject only to (i) the Assumed Liabilities and (ii) any Encumbrances set forth in
Schedule 2.5(b), which Encumbrances shall be removed prior to or contemporaneously with the
Closing Date.




          (c) On the Closing Date, Buyer shall acquire good and marketable title to, and all right,
title and interest in, the Assets, free and clear of all Encumbrances other than Assumed
Liabilities.




          (d) All of the Assets to be transferred hereunder are transferable by each Seller’s sole act
and deed, and no consent on the part of any other Person is necessary to validate the transfer to
Buyer, except (i) the FCC Licenses described in Schedule 1.1(a) are not assignable without
the consent of the FCC as provided by law, and (ii) certain of the Assumed Contracts, as specified
in Schedule 2.5(d), may be assigned only with the consent of third parties.




     1.6 Real Property.



          (a) Schedule 1.1(b) sets forth a list and description of all Real Property owned (if
any), leased, occupied or used by each Seller or the Stations, which list specifies (i) the use
made of such Real Property by such Seller in the business and operations of the Stations, and (ii)
the landlord or licensor of each parcel thereof.




          (b) Schedule 1.1(b) lists all Real Property Leases, pursuant to which any of the Real
Property is occupied or used by each Seller. Except as disclosed in Schedule 1.1(b), no
Seller is a party to any leases, concession contracts or contracts for service or maintenance
existing and relating to or connected with the occupancy or maintenance of the Real Property.
Sellers are the owners and holders of all the leasehold interests purported to be granted by the
Real Property Leases. Each of the Real Property Leases is in full force and effect and constitutes
a legal, valid and binding obligation of, and is legally enforceable against, the respective
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bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity), and grants the leasehold
interest it purports to grant. Sellers and, to Sellers’ knowledge, each other respective party
thereto, has complied with all of the material provisions of each of the Real Property Leases and
is not in default thereunder in any material respect, and there has not occurred any event which
(whether with or without notice, lapse or time or the happening or occurrence of any other event)
would constitute such a default. There are no offsets or defenses by Sellers, or to Sellers’
knowledge, any other party, under any of the Real Property Leases.




          (c) To each Seller’s knowledge, all buildings, structures, and fixtures on the Real Property
which are occupied or used by such Seller are in a condition adequate for the purposes which they
are being used. No Seller has received any written notice indicating that any of the Real Property
or any such buildings, structures, and fixtures on the Real Property do not currently conform,
including usage by such Seller, with any material contractual requirements or Applicable Laws
pertaining to or affecting such Real Property. The transmitting facilities of the Stations and all
other related buildings, fixtures, structures and appurtenances are located entirely within the
Real Property and related easements.




          (d) To each Seller’s knowledge, no portion of the Real Property or any building, structure,
fixture or improvement thereon is the subject of, or affected by, any condemnation, eminent domain
or inverse condemnation proceeding currently instituted or pending, and no Seller has knowledge
that any of the foregoing are, or will be, the subject of, or affected by, any such proceeding.




          (e) On the Closing Date, none of the tangible Assets related to the Stations will be located
on any real property other than the real property described on Schedule 2.6(e).




     2.7 Condition of Tangible Assets. All tangible Assets related to the Stations of any material
nature are in good operating condition and repair for Assets of their age and usage, ordinary wear
and tear excepted, and are suitable, adequate and fit for the uses for which they are intended or
are being used; and to each Seller’s knowledge the present use of such Assets does not violate in
any material respect any applicable Licenses or any other Applicable Laws.



     2.8 Intellectual Property. All of the Intellectual Property Assets described in Section
1.1(d) hereof, other than the FCC Licenses, are transferable to Buyer by the sole act and deed of
Sellers; and no consent on the part of any other Person is necessary to validate the transfer to
Buyer, except as set forth on Schedule 2.5(d). No Seller pays royalty to anyone under any
of the foregoing Intellectual Property Assets. No Seller has any knowledge nor has any Seller
received any written notice to the effect that any service rendered by such Seller relating to the
business of the



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Stations may infringe on any trademark, service mark, trade name, copyright, patent, trade
secret or other similar legally protectable right of another.




     2.9 FCC Matters.



          (a) Schedule 1.1(a) contains a true and complete list of the FCC Licenses for the
conduct of the business and operations of the Stations in the manner they are presently conducted.
Each Seller, as the case may be, is the authorized legal holder of the FCC Licenses and the FCC
Licenses are valid and in full force and effect through the dates set forth on Schedule
1.1(a). The operations of the Stations are in accordance with the FCC Licenses.




          (b) Except as set forth in Schedule 2.9(b) and except for actions or proceedings
affecting television Stations generally, (i) no application, action, complaint, petition, notice of
violation, or proceeding is pending or, to any Seller’s knowledge, threatened before the FCC
relating to the business or operations of the Stations and (ii) to any Seller’s knowledge, no
investigation is pending or threatened before the FCC relating to the business or operations of the
Stations. Except as set forth in Schedule 2.9(b), no application, action, complaint,
petition, notice of violation, or proceeding is pending or, to any Seller’s knowledge, threatened,
and to any Seller’s knowledge, there has been no act or omission of any Seller or the members,
officers, directors, agents or employees of such Seller, which may result in the revocation,
modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending
applications, the issuance of any cease and desist order, the imposition of any administrative
actions by the FCC with respect to the FCC Licenses or which may affect Buyer’s ability to continue
to operate the Stations as they are is currently being operated.




          (c) The Stations, their transmitting and television equipment are in and, since the Stations
have been owned by Sellers, have been operated in compliance in all material respects with the
rules, regulations and policies of the FCC. Each Seller has complied in all material respects with
all requirements of the FCC and the Federal Aviation Administration with respect to the
construction and/or any alteration of the Stations’ antenna structures, except as set forth in
Schedule 2.9(b).




          (d) Except as set forth in Schedule 2.9(b), no Seller knows of any facts, conditions
or events relating to such Seller or the Stations that might cause the FCC to deny consent to the
assignment of the FCC Licenses as provided for in this Agreement.




          (e) The full power TV station owned by WDLP and WDLP-Sub in the Miami-Ft. Lauderdale DMA,
WDLP-TV (Channel 22), enjoys carriage under the FCC’s Must Carry rules on the franchised cable
systems and satellite carriers which are listed in Schedule 2.9(e) (to each of which
WDLP-TV delivers a “good quality signal”).




     2.10 Reports and Records. All returns, reports and statements relating to the Stations
currently required to be filed by Sellers with the FCC, and all material returns, reports and
statements relating to the Stations currently required to be filed by Sellers with any other
Governmental Entity,



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\



have been filed and are true, correct and complete in all material respects. All such
reports, returns and statements shall continue to be filed on a current basis until the Closing
Date, and on that date will be true, correct, and complete in all material respects. All documents
required by the FCC’s rules to be placed in each Station’s public files have been placed and are
being held in such files and such files are up-to-date. All logs and business records of every
type and nature relating to the business and operations of the Stations, including but not limited
to political and public record files, program, operating and maintenance logs, equipment
performance measurements, policies or evidence of insurance, licenses, payroll, social security and
withholding tax returns, operator agreements and other records pertaining to the business and
operations of the Stations are properly maintained by the Stations. The political and public
record files, program, operating and maintenance logs, equipment performance measurements,
licenses, and operator agreements have been maintained in all material respects in accordance with
the rules of the FCC.




     2.11 Contracts. Each Seller has delivered or made available to Buyer at the Stations true and
complete copies or descriptions of all Assumed Contracts (and all amendments and modifications
thereto) prior to the execution of this Agreement. The unperformed obligations ascertainable from
the terms on the face of the written Assumed Contracts are the existing unperformed obligations
thereunder. Each Assumed Contract is in full force and effect, and to each Seller’s knowledge
constitutes a valid and binding obligation of, and is legally enforceable in accordance with its
terms against, the parties thereto, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity). Each Seller has complied with all of the material provisions of the Assumed Contracts
and to such Seller’s knowledge is not in default thereunder, and to such Seller’s knowledge there
has not occurred any event which (whether with or without notice, lapse of time, or the happening
or occurrence of any other event) would constitute such a default. So far as each Seller knows,
there has not been (i) any failure of any party to any such Assumed Contract to comply with all
provisions thereof; (ii) any default by any third party thereunder; (iii) any threatened
cancellation thereof; (iv) any outstanding dispute thereunder; or (v) any basis for any claim of
any material breach or default thereunder by any third party.



     2.12 Conflicts. Except for the consents described in Section 2.5(d) hereof (including in
Schedule 2.5(d) referenced therein), the execution and delivery of this Agreement and the
agreements and instruments called for hereunder, the fulfillment of and the compliance with the
respective terms and provisions of each, and the consummation of the transactions described in
each, do not and will not conflict with or violate any Applicable Law, or conflict with or result
in a breach of or constitute a default under any of the terms, conditions or provisions of any
Seller’s certificate of formation or bylaws, or any contract, agreement, lease, commitment, or
understanding to which such Seller is a party or by which Seller is bound or to which any of the
Assets or the Stations is subject, or result in the acceleration of any indebtedness or in the
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Assets, except for such conflicts, results, violations, breaches or defaults as would not,
individually or in the aggregate, have a Material Adverse Effect.




     2.13 Related Parties. Neither any Seller nor any member or manager of such Seller has any
interest whatsoever in any Person which has had any business transactions with such Seller relating
to the Assets or the Stations, and no Affiliate of such Seller has entered into any transactions
with such Seller relating to the Assets or the Stations, except for those set forth in Schedule
2.13.



     2.14 Taxes. Each Seller has filed all tax returns and forms required to be filed, and has
paid in full all Taxes, estimated Taxes, interest, penalties, assessments and deficiencies which
have become due pursuant to such returns or without returns or pursuant to any assessments received
by such Seller. Such returns and forms are true and correct in all material respects, and such
Seller is not required to pay any other Taxes except as shown on such returns. No Seller is a
party to any pending action or proceeding, and, so far as each Seller knows, there is no action or
proceeding threatened by any government or authority against such Seller, for assessment or
collection of taxes; and no unresolved claim for assessment or collection of Taxes has been
asserted against such Seller.



     2.15 Employee Benefit Plans.



          (a) Except as described in Schedule 2.15, neither any Seller nor any ERISA Affiliates
(as defined below) have at any time established, sponsored, maintained, or made any contributions
to, or been parties to any contract or other arrangement or been subject to any statute or rule
requiring them to establish, maintain, sponsor, or make any contribution to (i) any “employee
pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended, and regulations thereunder (“ERISA”)); (ii) any “employee welfare benefit plan”
(as defined in Section 3(1) of ERISA); or (iii) any deferred compensation, bonus, stock option,
stock purchase, or other employee benefit plan, agreement, commitment, or arrangement (“Other
Plan”). Sellers and the ERISA Affiliates have no obligations or liabilities (whether accrued,
absolute, contingent, or unliquidated, whether or not known, and whether due or to become due) with
respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) or Other Plan that is
not listed in Schedule 2.15. For purposes of this Section 2.15, the term “ERISA Affiliate”
shall include all persons under common control with Sellers within the meaning of Sections
4001(a)(14) or (b)(1) of ERISA or any regulations promulgated thereunder, or Sections 414(b) or (c)
of the Internal Revenue Code of 1986, as amended (the “Code”).




          (b) Each plan or arrangement listed in Schedule 2.15 (and any related trust or
insurance contract pursuant to which benefits under such plans or arrangements are funded or paid)
(collectively, the “Plans”) has been administered in all respects in full compliance with its terms
and in both form and operation is in full compliance with applicable provisions of ERISA, the Code,
the Consolidated Omnibus Budget Reconciliation Act of 1986 and regulations thereunder, and other
applicable law. Each Plan listed in Schedule 2.15 has been determined by the Internal
Revenue Service to be qualified under Section 401(a) and, if applicable, Section 401(k) of the
Code, and





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nothing has occurred or been omitted since the date of the last such determination that
resulted or will result in the revocation of such determination. Sellers and the ERISA Affiliates
have made all required contributions or payments to or under each Plan listed in Schedule
2.15 on a timely basis and have made adequate provision for reserves to meet contributions and
payments under such Plans that have not been made because they are not yet due.




     2.16 Environmental Matters.



          (a) For purposes of this section, “Hazardous Materials” means any wastes, substances, or
materials, whether solids, liquids or gases, that are deemed hazardous, toxic, pollutants, or
contaminants, including but not limited to substances defined as “hazardous wastes,” “hazardous
substances,” “toxic substances,” “radioactive materials,” or other similar designations in, or
otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of
1986 (“SARA”), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act
(“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. § 1802 et seq.; the Resource Conservation and Recovery Act
(“RCRA”), 42 U.S.C. § 9601 et seq.; the Clean Water Act (“CWA”), 33 U.S.C.
§ 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et
seq.; the Clean Air Act (“CAA”), 42 U.S.C.
§ 7401 et seq.; or other
Applicable Laws, including any plans, rules, regulations, orders, or ordinances adopted, or other
criteria and guidelines promulgated pursuant to the preceding Applicable Laws or other similar
Applicable Laws now or hereafter in effect relating to the protection of human health and the
environment (collectively “Environmental Laws”). “Hazardous Materials” includes but is not limited
to polychlorinated biphenals (PCBs), asbestos and lead-based paints.




          (b) There are no pending or threatened actions, suits, claims, legal proceedings or any other
proceedings based on Hazardous Materials or the Environmental Laws at the Real Property, or any
part thereof, arising from such Seller’s activities at the Real Property involving Hazardous
Materials or, to such Seller’s knowledge, arising from any other source.




          (c) To such Seller’s knowledge, there are no conditions, facilities, procedures or any other
facts or circumstances which could give rise to claims, expenses, losses, liabilities, or
governmental action against Buyer in connection with any Hazardous Materials present at or disposed
of from the Real Property, including without limitation the following conditions arising out of,
resulting from, or attributable to, the assets, business, or operations of such Seller at the Real
Property: (A) the presence of any Hazardous Materials on the Real Property or the release or
threatened release of any Hazardous Materials into the environment from the Real Property; (B) the
off-site disposal of Hazardous Materials originating on or from the Real Property or the business
or operations of such Seller; (C) the release or threatened release of any Hazardous Materials into
any storm drain, sewer, septic system or publicly owned treatment works; (D) any noncompliance with
federal, state or local requirements governing occupational safety and health, or presence or
release in the air and water supply systems of the Real Property of any substances that pose a
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human health or an impediment to working conditions; or (E) any facility operations,
procedures or designs, which do not conform to the statutory or regulatory requirements of any
Environmental Laws.




          (d) To such Seller’s knowledge, neither polychlorinated biphenyls nor asbestos-containing
materials are present on or in the Real Property.




          (e) To such Seller’s knowledge, the Real Property contains no underground storage tanks, or
underground piping associated with tanks, used currently or in the past for the management of
Hazardous Materials.




     2.17 Labor Relations. There are no strikes, work stoppages, grievance proceedings, union
organization efforts, or other controversies pending or threatened between either of the Sellers
and any of their respective employees or agents or any union or collective bargaining unit. Each
Seller has complied and is in compliance in all material respects with all Applicable Laws relating
to the employment of labor, including without limitation provisions relating to wages, hours,
collective bargaining, occupational safety and health, equal employment opportunity, and the
withholding of income taxes and social security contributions. Except as set forth in Schedule
2.17 hereto, there are no collective bargaining agreements or employment agreements between
either of the Sellers and any of their respective employees which are other than on an “at will”
basis. The consummation of the transactions contemplated hereby will not cause Buyer to incur or
suffer any liability relating to, or obligation to pay, severance, termination, or other payments
to any Person. Except as set forth in Schedule 2.17 hereto, no employee of any Seller has
any contractual right to continued employment by such Seller following consummation of the
transactions contemplated by this Agreement. Each Seller has previously delivered to Buyer an
accurate and complete list, dated as of the Agreement Date, of all employees of such Seller and the
rate of compensation (including salary, bonuses and commissions) of each such employee.



     2.18 Insurance. Schedule 2.18 contains a list and brief description of all policies
of title, property, fire, casualty, liability, life, workmen’s compensation, and other forms of
insurance of any kind relating to the Assets or the business and operations of the Stations and
owned or held by each Seller. All such policies are in full force and effect.



     2.19 Disclosure. No representation or warranty by any Seller and no document, statement,
certificate, schedule or exhibit to be furnished or delivered to Buyer pursuant to or in connection
with this Agreement contains or will contain any material untrue or misleading statement of a
material fact or omits or will omit any material fact necessary to make the statements contained
herein or therein not materially misleading.



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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER




     Buyer represents and warrants to Sellers that:



     3.1 Organization. Buyer is a corporation duly organized and validly existing under the laws
of the State of Delaware and has all requisite power and authority to own its assets and to conduct
its business as now being conducted. Buyer is duly qualified to transact business and is in good
standing in the State of Florida. No proceedings to dissolve Buyer are pending or threatened.



     3.2 Authority Relative to This Agreement. Buyer has full corporate power and authority to
execute, deliver and perform this Agreement and the Ancillary Documents to which Buyer is a party
and to consummate the transactions contemplated hereby and thereby. The execution, delivery and
performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party, and
the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly
authorized by all necessary action of Buyer. This Agreement has been duly executed and delivered
by Buyer and constitutes, and each Ancillary Document executed or to be executed by Buyer has been,
or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed
and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against
Buyer in accordance with their respective terms.



     3.3 Non-contravention. The execution, delivery, and performance by Buyer of this Agreement
and the Ancillary Documents to which Buyer is a party and the consummation by Buyer of the
transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a
violation of any provision of the certificate of formation and limited liability company agreement
of Buyer, (ii) conflict with or result in a violation of any provision of, or constitute (with or
without the giving of notice or the passage of time or both) a default under, or give rise (with or
without the giving of notice or the passage of time or both) to any right of termination,
cancellation or acceleration under, or require any consent, approval, authorization, or waiver of
any party to, any material bond, debenture, note, mortgage, indenture, lease, contract, agreement
or other instrument or obligation to which Buyer is a party or by which Buyer or any of its
properties may be bound or any material Permit held by Buyer, (iii) result in the creation or
imposition of any Encumbrance upon the properties of Buyer, or (iv) assuming compliance with the
matters referred to in Section 3.4, violate any Applicable Law binding upon Buyer, except, in the
case of clauses (ii), (iii), and (iv) above, for any such conflicts, violations, defaults,
terminations, cancellations, accelerations or Encumbrances which would not, individually or in the
aggregate have a Material Adverse Effect on Buyer or on the ability of Buyer to consummate the
transactions contemplated hereby.



     3.4 Governmental Approvals. Other than filings with and the grant of FCC consent, no consent,
approval, order, or authorization of or declaration, filing or registration with, any Governmental
Entity is required to be obtained or made by Buyer in connection with the execution, delivery or
performance by Buyer of this Agreement and the Ancillary Documents to which it is a



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party or the consummation by it of the transactions contemplated hereby or thereby, other than
(i) filings with Governmental Entities to occur in the Ordinary Course of Business following the
consummation of the transactions contemplated hereby; and (ii) such consents, approvals, orders or
authorizations which, if not obtained, and such declarations, filings or registrations which, if
not made, would not, individually or in the aggregate, have a Material Adverse Effect on Buyer. No
approval under the HSR Act is required for this transaction.




     3.5 Legal Proceedings. There are no Proceedings pending or, to the knowledge of Buyer,
threatened seeking to restrain, prohibit, or obtain damages or other relief in connection with this
Agreement or the transactions contemplated hereby or that would hinder Buyer from performing its
obligations pursuant to this Agreement or the Ancillary Documents to which it or any of its
Affiliates is or will be a party.



     3.6 Brokerage Fees. Neither Buyer nor any of its Affiliates has retained any financial
advisor, broker, agent, or finder or paid or agreed to pay any financial advisor, broker, agent, or
finder on account of this Agreement or any transaction contemplated hereby. Buyer shall indemnify
and hold harmless Sellers from and against any and all losses, claims, damages and liabilities
(including legal and other expenses reasonably incurred in connection with investigating or
defending any claims or actions) with respect to any finder’s fee, brokerage commission or similar
payment in connection with any transaction contemplated hereby asserted by any Person on the basis
of any act or statement made or alleged to have been made by Buyer or any of its Affiliates.



     3.7 Qualifications. Buyer is legally, financially and otherwise qualified to be the licensee
of, acquire, own and operate the Stations under the Communications Act and the rules, regulations
and policies of the FCC. Buyer knows of no reason why the application for the assignment of the
Licenses from Sellers to Buyer will not be approved by the FCC, and knows of no threatened
objections to the completion of the transactions contemplated under this Agreement. Buyer has and
will have available on the Closing Date sufficient funds to enable it to consummate the
transactions contemplated hereby.






ARTICLE IV

CONDUCT OF BUSINESS PENDING CLOSING




     Each Seller hereby covenants and agrees with Buyer as follows:



     4.1 Conduct and Preservation of Business. Except as expressly provided in this Agreement,
during the period from the Agreement Date to the Closing Date, each Seller (i) shall operate and
maintain the Stations of such Seller in conformity with the FCC Licenses, the Communications Act,
the FCC Rules and in material compliance with all other Applicable Laws; (ii) shall use its
commercially reasonable efforts, consistent with past practices, to preserve, maintain and protect
the Assets, subject to the acquisition or disposition of Assets in the Ordinary Course of



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Business; and (iii) shall use commercially reasonable efforts, consistent with past practices,
to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors,
customers and others having material business relationships with the Stations.




     4.2 Restrictions on Certain Actions. Without limiting the generality of the foregoing, and
except as otherwise expressly provided in Section 5.13 and other provisions of this Agreement,
prior to the Closing, no Seller shall, without the prior written consent of Buyer:



          (a) make any material change in the ongoing operations of the Assets or the Stations, except
as otherwise required by the Communications Act and applicable FCC Rules (and except that with FCC
Consent, Robin may take WSBS-CA off the air for any period of less than 12 consecutive months in
order for WDLP to commence service of WDLP-CA, Channel 21 Miami from its new site);




          (b) except in the Ordinary Course of Business, create, incur, guarantee or assume any
indebtedness for borrowed money in respect of the Stations or the Assets, which obligation will not
be discharged on or before the Closing Date;




          (c) mortgage or pledge any of the Assets or create or suffer to exist any Encumbrance thereon
other than Encumbrances which will be released on or prior to the Closing;




          (d) sell, lease, transfer or otherwise dispose of, directly or indirectly, any of the Assets
other than the disposition in the Ordinary Course of Business;




          (e) acquire or enter into any network affiliation agreement, time brokerage agreement, local
marketing arrangements, joint brokerage agreements or similar contracts which will bind the
Stations beyond the Closing Date except as specifically provided for herein;




          (f) amend, modify or change any existing material lease, contract, Permit or agreement
relating to the Stations and constituting part of the Assets, other than in the Ordinary Course of
Business and except as specifically provided for herein or as may be required by order or
regulation of the FCC;




          (g) acquire or enter into any new agreement or contract which will bind the Stations beyond
the Closing Date except as specifically provided for herein;




          (h) permit any current insurance or reinsurance policies to be canceled or terminated or any
of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies
or liabilities related to the Stations, unless simultaneously with such cancellation, termination
or lapse, replacement policies providing coverage equal to or greater than the coverage canceled,
terminated or lapsed are in full force and effect and written copies thereof have been provided to
Buyer;




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          (i) take any action which makes any of the representations or warranties of Sellers contained
in this Agreement untrue or inaccurate in any material respect as of any time from the Agreement
Date to the Closing Date or which intentionally results in any of the conditions set forth in this
Agreement not being satisfied; or




          (j) authorize or propose, or agree in writing or otherwise to take, any of the actions
described in this Section.







ARTICLE V

ADDITIONAL AGREEMENTS




     5.1 Access to Information; Confidentiality.



          (a) Between the Agreement Date and the Closing, but subject to the provisions of Section 5.13
below, each Seller (i) shall give Buyer and its authorized representatives reasonable access,
during regular business hours and upon reasonable advance notice, to all employees, all offices,
and other facilities, and all books, records, agreements, and commitments of such Seller relating
to the Assets or the Stations, (ii) shall permit Buyer and its authorized representatives to make
such inspections as they may reasonably require, and (iii) shall cause such Seller’s officers to
furnish Buyer and its authorized representatives with such financial and operating data and other
information with respect to the Assets and the Stations as Buyer may from time to time reasonably
request; provided, however, that such Seller shall have the right to have a representative present
at all times of any such inspections, interviews and examinations conducted at or on the offices or
other facilities or properties of such Seller or its Affiliates or representatives. Without
limiting the generality of the foregoing, each Seller shall deliver to Buyer within ten business
days after filing with the FCC, copies of any responses to any complaints filed by such Seller with
the FCC.




          (b) All of the parties acknowledge and agree that irreparable damage would occur in the event
any confidential information regarding the Assets or the Stations were disclosed to or utilized on
behalf of any Person which is in competition in any material respect with the current or intended
uses of the Stations. Accordingly, each party covenants and agrees that it will not, directly or
indirectly, without the prior written consent of the other, use or disclose any of such
confidential information; provided, however, that confidential information shall not be deemed to
include information which (i) was or becomes generally available to the public other than as a
result of disclosure by any party or its Affiliates or (ii) was or becomes available on a
non-confidential basis from a source other than any other party, provided that such source is not
known by the disclosing party to be bound by a confidentiality agreement with respect to such
confidential information. Notwithstanding the foregoing provisions of this paragraph, any party
and its Affiliates may disclose any confidential information to the extent that, in the opinion of
counsel, such Person is legally compelled to do so, provided that, prior to making such disclosure,
such Person advises and consults






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with the other parties regarding such disclosure and provided further that such Person
discloses only that portion of such confidential information as is legally required. If this
Agreement is terminated without Closing, each party shall promptly return to the others all
originals and copies of any confidential information it received from the others, including
documents prepared by it incorporating such confidential information.




     5.2 Acquisition Proposals. From and after the Agreement Date until the earlier of the Closing
Date or the termination of this Agreement, neither any Seller nor any Affiliate, officer, employee
or representative of such Seller shall, directly or indirectly, (i) solicit, initiate, or knowingly
encourage any Acquisition Proposal or (ii) engage in discussions or negotiations with, or disclose
any nonpublic information relating to the Assets or the Stations to, any Person that is considering
making or has made an Acquisition Proposal. Each Seller shall immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any Persons conducted
heretofore with respect to any Acquisition Proposal and shall promptly request each such Person who
has heretofore entered into a confidentiality agreement in connection with an Acquisition Proposal
to return to such Seller all confidential information heretofore furnished to such Person by or on
behalf of such Seller. If any Seller or its Affiliates shall hereafter receive any Acquisition
Proposal, such Seller shall immediately communicate the terms of such proposal to Buyer. The term
“Acquisition Proposal”, as used in this Section, means any offer or proposal for, or any indication
of interest in, the acquisition of the Assets or the Stations of any Seller or any portion thereof
effectuated directly or indirectly through a sale of assets, sale of equity interests, by merger or
otherwise, other than the transactions contemplated or expressly permitted by this Agreement.



     5.3 Third Party Consents. Subject to Section 5.7 hereof, each Seller shall use commercially
reasonable efforts to obtain all consents, approvals, orders, authorizations, and waivers of, and
to effect all declarations, filings, and registrations with, all third parties (including
Governmental Entities) that are necessary, required, or reasonably deemed by Buyer to be desirable
to enable such Seller to transfer the Assets to Buyer as contemplated by this Agreement and to
otherwise consummate the transactions contemplated hereby. Except as otherwise provided in Section
5.5(b)(ii) all costs and expenses of obtaining or effecting any and all of the consents, approvals,
orders, authorizations, waivers, declarations, filings, and registrations referred to in this
Section shall be borne by Sellers; provided, however, that Sellers shall not be required to bear
the cost of negotiating any changes that Buyer may wish to have made in the terms of any agreements
or authorizations for which consents to assignment are sought.



     5.4 Cooperation. Each party hereto agrees that it will not voluntarily undertake any course
of action inconsistent with the provisions or intent of this Agreement and will take, or cause to
be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or
advisable under Applicable Laws to consummate the transactions contemplated by this Agreement.



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     5.5 FCC Consent.



          (a) FCC Consent. Consummation of the purchase and sale provided for herein and the
performance of the obligations of Sellers and Buyer under this Agreement are subject to the
condition that the FCC Consent is obtained without any condition, other than conditions imposed by
the FCC in the Ordinary Course of Business, that is materially adverse to Buyer or Sellers.




          (b) Application For FCC Consent.





          (i) Sellers and Buyer agree to use commercially reasonable efforts and to cooperate
with each other in seeking the FCC’s Consent through the preparation, electronic filing and
prosecution of appropriate long-form applications to assign the FCC Licenses from WDLP-Sub
and Robin-Sub to Buyer (the “Assignment Applications”). The Assignment Applications shall
be electronically submitted to the FCC as soon as practical but in all events no later than
ten (10) business days after the Agreement Date, time being of the essence (the “Application
Filing Date”). Each party further agrees to prepare Assignment Application amendments,
respond to oral or written inquiries from the FCC and answer pleadings whenever such
documents are required by the FCC or its rules.




          (ii) Except as otherwise provided herein, each party will be solely responsible for the
expenses incurred by it in the preparation, filing and prosecution of its respective portion
of the Assignment Applications. Sellers and Buyer shall each be responsible for one-half of
all filing fees and grant fees imposed by the FCC in connection with the Assignment
Applications.




          (iii) Each party agrees to comply with any condition imposed on it by the FCC, except
that no party shall be required to comply with a condition that would have a Material
Adverse Effect upon it unless the condition was imposed in the Ordinary Course of Business
or as the result of a circumstance which constitutes a breach by that party of any of its
representations, warranties or covenants in this Agreement. Buyer and Sellers shall oppose
any efforts for reconsideration or judicial review of the grant by the FCC of the Assignment
Applications (but nothing in this Section shall limit any party’s right to terminate this
Agreement pursuant to Section 9.1 of this Agreement).



          (c) Notice of Application. Sellers shall, at their expense, give due notice of the filing of
the Assignment Applications, by such means as may be required by the rules and regulations of the
FCC.




     5.6 Employee and Employee Benefit Plan Matters. Buyer is not hereby, and at no time hereafter
will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining
agreement of any Seller relating to any of such Seller’s employees or any other agreement, trust,
plan, fund or other arrangement of such Seller that provides for employee benefits or



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perquisites (collectively, “Employment Arrangements”), and Buyer shall have no liability or
obligation whatsoever under any Employment Arrangement to such Seller or to any employees of such
Seller, whether or not any of such employees are offered employment by or become employees of
Buyer. Buyer is not obligated to replace any of the Employment Arrangements for any employees of
any Seller who become employees of Buyer, nor is Buyer obligated to provide such Persons with any
similar agreements, plans, or arrangements. Any Seller may terminate the employment of any
employees of such Seller’s Stations effective as of the Closing Date. Upon Closing or thereafter,
Buyer may, but is not in any way obligated to, offer employment to some or all of such Seller’s
employees employed at the Stations who have been so terminated by such Seller upon such terms and
conditions as Buyer shall determine in its sole discretion. Notwithstanding any other provision of
this Agreement, this Section 5.6 shall not be deemed to create any right or claim for the benefit
of, and shall not be enforceable by, any Person who is not a party to this Agreement.




     5.7 Transfer of Certain Contracts. Each Seller agrees that between the Agreement Date and the
Closing Date it will use commercially reasonable efforts to obtain or cause to be obtained the
necessary consents to the transfer of each Assumed Contract which by its terms requires the consent
of any other contracting party thereto (for purposes of this Section, “Consent Required Contract”),
and Buyer will cooperate with such Seller in securing such consent. In the event that any Seller
shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent
Required Contract, the terms of this Section shall govern the transfer of the benefits of each such
contract. Notwithstanding any provision contained in this Agreement to the contrary, the parties
hereto acknowledge and agree that at the Closing Sellers shall not transfer or cause to be
transferred to Buyer any Consent Required Contract the consent to which has not been obtained prior
to the Closing Date. With respect to each such unassigned Consent Required Contract, after the
Closing Date Sellers shall continue to deal with the other contracting party or parties to such
Consent Required Contract as the prime contracting party and shall continue to use commercially
reasonable efforts to obtain the consent of all required parties to the transfer of such Consent
Required Contract to Buyer, but Buyer shall be entitled to the benefits of such Consent Required
Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such
benefits without violating the terms of such Consent Required Contract. To the extent permitted
under such Consent Required Contract, Buyer agrees to perform at its sole expense all the
obligations of Sellers to be performed under such Consent Required Contract, and to indemnify and
reimburse Sellers for any cost Sellers incur in their continued performance, provided that Buyer
receives the substantial benefits of such Consent Required Contract after the Closing Date.



     5.8 Public Announcements. Except as may be specifically contemplated by this Agreement or as
may be required by Applicable Law, neither Buyer nor Sellers shall issue any press release or
otherwise make any public statement with respect to this Agreement or the transactions contemplated
hereby without the prior written consent of the other (which consent shall not be unreasonably
withheld).



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     5.9 Notification of Certain Matters. To the extent known by Sellers, Sellers shall give
prompt notice to Buyer of (i) the occurrence or nonoccurrence of any event the occurrence or
nonoccurrence of which would be likely to cause any representation or warranty contained in Article
II to be materially untrue or inaccurate at or prior to the Closing Date, (ii) any material failure
of Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or
satisfied by Sellers hereunder and (iii) any notice or other communication from any Person alleging
that the consent or approval of such Person is or may be required in connection with the
transactions contemplated by this Agreement (other than those consents and approvals indicated as
required on Schedule 2.5(d)). To the extent known by Buyer, Buyer shall give prompt notice
to Sellers of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of
which would be likely to cause any representation or warranty contained in Article III to be untrue
or inaccurate at or prior to the Closing Date and (ii) any material failure of Buyer to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied by Buyer
hereunder. Except as otherwise provided in this Agreement, the delivery of any notice pursuant to
this Section shall not be deemed to (i) modify the representations or warranties hereunder of the
party delivering such notice, (ii) modify the conditions set forth in Articles VI and VII, or (iii)
limit or otherwise affect the remedies available hereunder to the party receiving such notice.



     5.10 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all fees
and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such fee or expense, whether or not the Closing shall have occurred; provided,
however, that if this Agreement shall have been terminated pursuant to Section 9.1 as a result of
the willful breach by a party of any of its representations, warranties, covenants or agreements
set forth in this Agreement, such breaching party shall pay the costs and expenses of the other
parties in connection with the transactions contemplated by this Agreement.



     5.11 Taxes; Other Charges. All sales and use Taxes resulting from the consummation of the
transactions contemplated hereby shall be borne one half by Buyer and one half by Sellers, and the
parties shall cooperate in obtaining all exemptions from such Taxes. All other registration,
transfer, recording, and deed and stamp Taxes and fees incurred in connection with the consummation
of the transactions contemplated hereby shall be borne equally by Sellers and Buyer. Sellers shall
file all necessary documentation with respect to, and make all payments of, such Taxes and fees on
a timely basis.



     5.12 Amendment of Disclosure Schedule. Each party hereto agrees that, with respect to the
representations and warranties of such party contained in this Agreement, such party shall
supplement or amend the Disclosure Schedule as of the Closing Date with respect to any matter
hereafter arising or discovered which, if existing or known at the Agreement Date, would have been
required to be set forth or described in the Disclosure Schedule. For all purposes of this
Agreement, including without limitation for purposes of determining whether the conditions set
forth in Sections 6.1 and 7.1 have been fulfilled, the Disclosure Schedule hereto shall be deemed
to include



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only that information contained therein on the Agreement Date and shall be deemed to exclude
all information contained in any supplement or amendment thereto; provided, however, that if the
Closing shall occur, then all matters disclosed pursuant to any such supplement or amendment at or
prior to the Closing shall be waived and no party shall be entitled to make a claim thereon
pursuant to the terms of this Agreement.




     5.13 Possession and Control of Stations; Due Diligence Contacts. Between the Agreement Date
and the Closing Date, Buyer shall not directly or indirectly control, supervise or direct, or
attempt to control, supervise, or direct, the business and operations of the Stations, and such
operation, including complete control and supervision of all programming, shall be the sole
responsibility of the Sellers. Without in any way limiting the foregoing, during such period Buyer
shall not directly or indirectly (i) interfere in any material respect with the operations of any
Seller’s business, including the Stations, or the relationship of such Seller with its employees,
landlords, licensees, advertisers and other customers, vendors, carriage/satellite providers, (ii)
cause any damage to the Stations, the Assets or any other stations or assets of such Seller, or
(iii) initiate contact with or have discussions with any of the Persons listed on Schedule
5.13 concerning the Assets or the operations of such Seller without first obtaining the prior
written consent of such Seller in its sole discretion, which consent may be conditioned on (among
other things) the requirement that any such contact or discussions include a designated
representative of such Seller who shall be present during such contact or discussions. Buyer
acknowledges and agrees that a breach of the foregoing restrictions could result in significant
Damages (as defined in Section 10.2 hereof) to Sellers and, therefore, a breach by Buyer thereof
shall not be subject to the provisions of Section 9.5 below even if such breach results in a
termination of this Agreement by Sellers under Section 9.1(d) hereof. From and after the Closing
Date, Sellers shall have no control over, or right to intervene, supervise, direct or participate
in, the business and operations of the Stations.







ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS




     The obligations of Sellers to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment by Buyer or waiver by Sellers on or prior to the Closing Date of each
of the following conditions:



     6.1 Representations and Warranties True. All the representations and warranties of Buyer
contained in this Agreement, and in any Ancillary Document on or prior to the Closing Date, shall
be true and correct in all material respects as of the date made and (having been deemed to have
been made again on and as of the Closing Date) shall be true and correct in all material respects
on and as of the Closing Date, except as affected by transactions permitted by this Agreement and
except to the extent that any such representation or warranty is made as of a specified date, in
which case such representation or warranty shall have been true and correct in all material
respects as of such specified date.



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     6.2 Covenants and Agreements Performed. Buyer shall have performed and complied with in all
material respects all covenants and agreements required by this Agreement to be performed or
complied with by it on or prior to the Closing Date, including delivery of the full amount of the
Purchase Price.



     6.3 Certificate. Sellers shall have received a certificate executed by an authorized officer
of Buyer, dated the Closing Date, representing and certifying, in such detail as Sellers may
reasonably request, that the conditions set forth in Sections 6.1 and 6.2 have been fulfilled and
that Buyer is not in breach of any provision of this Agreement.



     6.4 Grant by FCC. The FCC Consent.



     6.5 Legal Proceedings. No preliminary or permanent injunction or other order, decree or
ruling issued by a Governmental Entity, and no Applicable Law promulgated or enacted by a
Governmental Entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes
illegal the consummation of the transactions contemplated hereby; no Proceeding by a Governmental
Entity shall have been commenced or threatened (and be pending or threatened on the Closing Date)
against Buyer, Sellers or any of their respective Affiliates, managers, directors or officers
seeking to prevent or challenging the transactions contemplated hereby; and no Proceeding before a
court of competent jurisdiction shall have been commenced (and be pending on the Closing Date)
against Buyer, Sellers or any of their respective Affiliates, managers, directors or officers
seeking to prevent or challenging the transactions contemplated hereby or seeking material damages
in connection therewith.



     6.6 Other Documents. Sellers shall have received the certificates, instruments and documents
described in Section 8.3.






ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER




     The obligations of Buyer to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment by Sellers or waiver by Buyer on or prior to the Closing Date of each
of the following conditions:



     7.1 Representations and Warranties True. All the representations and warranties of Sellers
contained in this Agreement, and in any Ancillary Document on or prior to the Closing Date, shall
be true and correct in all material respects as of the date made (and having been deemed to have
been made upon and as of the Closing Date) shall be true and correct in all material respects on
and as of the Closing Date, except as affected by transactions permitted by this Agreement and
except to the extent that any such representation or warranty is made as of a specified date, in
which case such



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representation or warranty shall have been true and correct in all material respects as of
such specified date.




     7.2 Covenants and Agreements Performed. Sellers shall have performed and complied with in all
material respects all covenants and agreements required by this Agreement to be performed or
complied with by it on or prior to the Closing Date.



     7.3 Certificate. Buyer shall have received a certificate executed by the Manager of each
Seller, dated the Closing Date, representing and certifying, in such detail as Buyer may reasonably
request, that the conditions set forth in Sections 7.1 and 7.2 have been fulfilled and that such
Seller is not in breach of any provision of this Agreement.



     7.4 Grant by FCC. The FCC Consent has become a Final Order.



     7.5 Legal Proceedings. No preliminary or permanent injunction or other order, decree or
ruling issued by a Governmental Entity, and no Applicable Law promulgated or enacted by a
Governmental Entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes
illegal the consummation of the transactions contemplated hereby; no Proceeding by a Governmental
Entity shall have been commenced or threatened (and be pending or threatened on the Closing Date)
against Buyer, Sellers or any of their respective Affiliates, associates, directors or officers
seeking to prevent or challenging the transactions contemplated hereby; and no Proceeding before a
court of competent jurisdiction shall have been commenced (and be pending on the Closing Date)
against Buyer, Sellers or any of their respective Affiliates, associates, directors or officers
seeking to prevent or challenging the transactions contemplated hereby or seeking material damages
in connection therewith.



     7.6 Consents. All consents, approvals, orders, authorizations, and waivers of, and all
declarations, filings and registrations with, third parties (including Governmental Entities)
required to be obtained or made by or on the part of the parties hereto or otherwise reasonably
necessary for the consummation of the transactions contemplated hereby shall have been obtained or
made, and all thereof shall be in full force and effect at the time of Closing.



     7.7 Risk of Loss. The risk of loss to any of the Assets prior to the Closing Date shall
remain with Sellers. Sellers shall use all commercially reasonable efforts to repair or replace
any damaged or lost Assets, provided, however, that in the event that Assets with a value of
greater than $50,000 are damaged or lost on the date otherwise scheduled for Closing, Buyer may, at
its option, either (i) postpone Closing for a period of up to sixty (60) days while Sellers repair
or replace such Assets, or (ii) elect to close with the Assets in their current condition, in which
case Sellers shall assign all proceeds from insurance on such lost or damaged Assets to Buyer, and
Buyer shall have the responsibility to repair or replace the Assets. Sellers shall have no
responsibility to repair or replace damaged or destroyed Assets not covered by insurance if the
cost of such repair exceeds $50,000, provided, however, that should Sellers not advise Buyer within
ten (10) days after being requested in writing by Buyer to do so that Sellers will repair or
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notice to Sellers that Buyer has elected to terminate this Agreement without penalty. Subject
to Section 4.2(a) above, should the Stations (i) not operate for a period in excess of 72
consecutive hours, or (ii) not operate at 90% of fully authorized power for a period of thirty
(30) consecutive days, or if the Stations shall not be operating or are not operating at 90% of
fully authorized power as of the scheduled Closing Date and it is reasonably expected that the
condition set forth in either clause (i) or (ii) of this sentence would be satisfied other than for
the originally scheduled Closing Date, Buyer may either (A) elect to terminate this Agreement
without penalty upon not less than ten (10) days’ notice prior notice to Sellers, in which case
this Agreement shall terminate unless Seller cures the condition within said ten-day period, or (B)
postpone the Closing for a period of up to sixty (60) days while Sellers attempt to cure the
condition described in the preceding sentence of this Section, if the cure will take longer than
ten (10) days.




     7.8 Tender of Assets and Other Documents. On the Closing Date, Sellers shall have executed
and delivered all necessary or appropriate instruments of transfer, bills of sale, deeds and other
documents to transfer and vest good title to the Assets to Buyer, subject only to any Permitted
Encumbrances and the Assumed Liabilities, including the documents, certificates and instruments
described in Section 8.2. In addition, Buyer shall have received the certificates, instruments,
and documents listed below:



          (a) Executed copies of all consents and approvals of third parties required to be obtained by
or on the part of Sellers for the consummation of the transactions contemplated hereby.




          (b) All books and records of Sellers constituting part of the Assets.




          (c) A certificate from the Secretary of State of Florida dated not more than 10 days prior to
the Closing Date as to the legal existence and good standing of each Seller under the laws of such
state.




          (d) Lien search reports, conducted by Buyer at its own cost and expense, each dated not more
that 10 days prior to the Closing Date, showing that no financing statements or other liens (or
notices with respect to liens) affecting the Assets or any thereof naming Sellers or the Stations
as debtor are on file in the Uniform Commercial Code or other relevant records of the office of the
Secretary of State of the state of formation of Sellers, or the county clerk’s office of Dade,
Broward and Monroe Counties, Florida, except any that constitute Permitted Encumbrances or any
that will be fully discharged at Closing.







ARTICLE VIII

CLOSING




     8.1 Closing; Closing Date. The closing of the transactions contemplated hereby, including the
deliveries required under Sections 8.2 and 8.3 below (the “Closing”), shall take place at



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the offices of Buyer at 2601 South Bayshore Drive, PH#2, Coconut Grove, Florida 33133, or at
such other place as is mutually agreed at 10:00 a.m., local time, on the earlier of (i) a date
within ten (10) business days after the FCC Consent has become a Final Order, which date shall be
selected by Buyer on not less than five (5) days notice to Sellers, or (ii) December 31, 2005.
Notwithstanding any later time of the Closing, the “Closing Date” shall for all purposes of this
Agreement be deemed to be at 12:01 a.m. Eastern Daylight or Standard Time, as the case may be, on
the day of the Closing. All Closing transactions shall be deemed to have occurred simultaneously.




     At the Closing, subject to the satisfaction or waiver of the conditions to their respective
obligations set forth in this Agreement, Sellers and Buyer shall make the deliveries, set forth in
Sections 8.2 and 8.3 hereof, respectively, or such deliveries in substitution therefor as are
satisfactory to the indicated recipient.



     8.2 Deliveries by Sellers.



          (a) Each Seller shall execute and deliver to Buyer (i) a Bill of Sale substantially in the
form of Exhibit E attached hereto (the “Bill of Sale”), (ii) an Assignment and Assumption
of Contracts substantially in the form of Exhibit F attached hereto (the “Assignment of
Contracts”), (iii) an Assignment of Permits, Licenses and Authorizations substantially in the form
of Exhibit G attached hereto (the “Assignment of Licenses”), and (iv) other instruments in
form and substance reasonably satisfactory to Buyer and sufficient to transfer to Buyer and
effectively vest in Buyer all right, title, and interest of Sellers in and to the Stations and good
and indefeasible title to the Assets, to Buyer subject only to the Permitted Encumbrances.




          (b) Sellers shall deliver the right of possession of the Assets to Buyer.




          (c) Each Seller shall execute and deliver to Buyer a Sellers’ Closing Certificate
substantially in the form of Exhibit H attached hereto (the “Sellers’ Closing
Certificate”).




          (d) If, and only if, Buyer elects to pay part of the Purchase Price by the execution and

delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, Sellers shall
execute and deliver to Parent the Advertising Opportunity Agreement.




          (e) WDLP shall execute and deliver to Buyer a sublicense agreement respecting the Tape
Origination and Facility Use Agreement between WDLP and GlobeCast North America Incorporated in a
form to be negotiated in good faith between WDLP and Buyer prior to the Closing providing
substantially the same benefits and terms to Buyer as WDLP currently enjoys under said agreement
(the “GlobeCast Sublicense Agreement”), including general terms and conditions substantially as set
forth on Exhibit I attached hereto and incorporated herein (the “GlobeCast Sublicense Term
Sheet”). WDLP shall also cause GlobeCast North America Incorporated to consent to the GlobeCast
Sublicense Agreement.




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          (f) WDLP shall cause American Tower LP to enter into a direct license agreement with Buyer for
the services otherwise provided to WSBS-CA under the License Agreement dated July 30, 2004 between
WDLP and American Tower, L.P. regarding the tower site at 4991 SW 28th Street,
Hollywood, Florida, as amended by First Amendment to License Agreement dated November 26, 2004, on
substantially the same terms and conditions of said license agreement as applicable to WSBS-CA.




          (g) WDLP shall cause Adolphus-Warfield, Inc. to enter into a direct site lease agreement with
Buyer for the site used under the Communications Equipment Site Lease between Adolphus-Warfield,
Inc., and WDLP, dated February 26, 2003, for WDLP-TV, Key West, Florida (Analog CH.22) and WDLP-DT,
Key West, Florida (DTV CH.3), site Address: 527 Southard Street, Key West, Florida 33040, on
substantially the same terms and conditions of said license agreement as applicable to WDLP-TV and
WDLP-DT.




          (h) Sellers shall deliver to Buyer certificates of good standing of Sellers from each
jurisdiction in which Sellers are qualified to do business or are doing business dated not more
than 30 days prior to the Closing Date.




          (i) Sellers shall execute and deliver to Buyer such other certificates, instruments and
documents as may be reasonably requested by, and in form and substance reasonably satisfactory to,
Buyer in order to effect the transactions contemplated by this Agreement to occur at the Closing.




     8.3 Deliveries by Buyer.



          (a) Buyer shall deliver to Sellers the cash portion of the Purchase Price as required under
the provisions of Section 1.3(a) hereof.




          (b) Buyer shall execute and deliver to WDLP the GlobeCast Sublicense Agreement.




          (c) Buyer shall execute and deliver to Sellers (i) the Bill of Sale, (ii) the Assignment of
Contracts, and (iii) the Assignment of Licenses.




          (d) Buyer shall execute and deliver to Sellers a Buyer’s Closing Certificate substantially in
the form of Exhibit J attached hereto (the “Sellers’ Closing Certificate”).




          (e) If, and only if, Buyer elects to pay part of the Purchase Price by the execution and
delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, Buyer shall
execute and deliver to Sellers the Promissory Note and the Security Agreement.




          (f) Buyer shall deliver to Sellers certificates of good standing for Buyer from Delaware and
Florida dated not more than 30 days prior to the Closing Date.






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          (g) If, and only if, Buyer elects to pay part of the Purchase Price by the execution and
delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, Buyer shall cause
Parent to execute and deliver to Sellers the Guaranty.




          (h) If, and only if, Buyer elects to pay part of the Purchase Price by the execution and
delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above, Buyer shall cause
Parent to execute and deliver to Sellers the Advertising Opportunity Agreement.




          (i) Buyer shall deliver to Sellers such other certificates, instruments and documents as may
be reasonably requested by, and in form and substance reasonably satisfactory to, Sellers in order
to effect the transactions contemplated by this Agreement to occur at the Closing.






ARTICLE IX

TERMINATION, AMENDMENT, AND WAIVER




     9.1 Termination. This Agreement may be terminated and the transactions contemplated hereby
abandoned at any time prior to the Closing in the following manner:



          (a) by mutual written consent of Sellers and Buyer;




          (b) at any time after December 31, 2005 by Sellers or Buyer if the Closing shall not have
occurred on or before December 31, 2005 (i) if such failure to close shall be due to a delay in the
issuance of the FCC Consent by reason of any matters directly or indirectly related to or otherwise
concerning the Buyer or its Affiliates, including by reason of any objection or comment filed by a
third party that questions Buyer’s qualification or entitlement in the public interest to become
licensee of any one or more of the Stations, or (ii) if such failure to close shall be due to any
other reason;




          (c) by Sellers or Buyer, if there shall be any Applicable Law that makes consummation of the
transactions contemplated hereby illegal or otherwise prohibited or a Governmental Entity shall
have issued an order, decree or ruling or taken any other action permanently restraining, enjoining
or otherwise prohibiting the consummation of the transactions contemplated hereby, and such order,
decree, ruling or other action shall have become final and non-appealable;




          (d) by Sellers, if (i) any of the representations and warranties of Buyer contained in this
Agreement shall not be true and correct in any material respect, when made or at any time prior to
the Closing Date as if made at and as of such time, in any respect which is material to the ability
of Buyer to consummate the transactions contemplated hereby, or (ii) Buyer shall have failed to
fulfill in any material respect any of its material obligations under this Agreement, which failure
is





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material to the obligations of Buyer under this Agreement, and, in the case of each of clauses
(i) and (ii), such misrepresentation, breach of warranty, or failure (provided it can be cured) has
not been cured within 30 days after written notice thereof from Sellers to Buyer; provided,
however, that Sellers shall not be required to delay Closing beyond December 31, 2005 to allow a
cure by Buyer;




          (e) by Buyer, if (i) any of the representations and warranties of Sellers contained in this
Agreement shall not be true and correct in any material respect, when made or at any time prior to
the Closing Date as if made at and as of such time, in any respect which is material to Sellers or
the ability of Sellers to consummate the transactions contemplated hereby, or (ii) Sellers shall
have failed to fulfill in any material respect any of its material obligations under this
Agreement, which failure is material to the obligations of Sellers under this Agreement, and, in
the case of each of clauses (i) and (ii), such misrepresentation, breach of warranty, or failure
(provided it can be cured) has not been cured within 30 days after written notice thereof from
Buyer to Sellers; provided, however, that Buyer shall not be required to delay Closing beyond
December 31, 2005 to allow a cure by Sellers;




          (f) by Buyer in accordance with the provisions of Section 7.7; or




          (g) by Sellers if the Form 314 and Form 345 applications are not electronically filed with the
FCC and the FCC filing fees are not paid within ten (10) business days after the Agreement Date.




     9.2 Effect of Termination. In the event of the termination of this Agreement pursuant to
Section 9.1 by Sellers or Buyer, notice thereof shall forthwith be given to the other parties
specifying the provision hereof pursuant to which such termination is made, and this Agreement
shall become void and have no effect, except that the agreements contained in this Section and in
Sections 3.6, 5.1(b), 5.8, 5.10, 9.5, 11.1, 11.5, 11.13 and 11.14 shall survive the termination
hereof. Nothing contained in this Section shall relieve any party from liability for damages
actually incurred as a result of any breach of this Agreement, but claims shall be limited to
actual damages, and no claims shall be permitted for punitive or exemplary damages or for lost
profits.



     9.3 Amendment. This Agreement may not be amended except by an instrument in writing signed by
or on behalf of all the parties hereto.



     9.4 Waiver. Each of Sellers and Buyer may (i) waive any inaccuracies in the representations
and warranties of the other contained herein or in any document, certificate or writing delivered
pursuant hereto or (ii) waive compliance by the other with any of the other’s agreements or
fulfillment of any conditions to its own obligations contained herein. Any agreement on the part
of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing
signed by or on behalf of such party. No failure or delay by a party hereto in exercising any
right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.



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     9.5 Deposit as Liquidated Damages. In the event that Sellers or Buyer terminate this
Agreement other than a termination of this Agreement by Buyer pursuant to Section 9.1(e) hereof,
then the entire amount of the Initial Deposit and, if applicable, the Extension Payment shall be
retained by Sellers as non-refundable liquidated damages in full settlement of any Damages of any
kind that Sellers may suffer or allege to suffer as the result thereof. It is understood and
agreed that the amount of liquidated damages represents Sellers’ and Buyer’s reasonable estimate of
actual Damages resulting from such termination and does not constitute a penalty. Except as
otherwise provided in Section 5.13 hereof, such liquidated damages shall be the sole and exclusive
remedy of Sellers against Buyer for Buyer’s breach in the event of any such termination, provided,
however, that Sellers shall be entitled to recover attorneys fees pursuant to Section 5.10 as
provided therein or Section 11.12 hereof.



     The parties have placed their initials below to further evidence their agreement with the
foregoing liquidated damages provision.



WDLP:                           WDLP-Sub:                           Robin:                           Robin-Sub:                            Buyer: ______




     9.6 Specific Performance by Buyer. Sellers hereby acknowledge that the Assets are unique, and
that the harm to Buyer resulting from Sellers’ failure to perform Sellers’ obligations hereunder
cannot be adequately compensated by damages. Accordingly, Sellers agree that Buyer shall have the
right to have all obligations, undertakings, agreements, covenants and other provisions of this
Agreement specifically performed by Sellers. In any such specific performance action, Sellers
agree to waive the defense that there is an adequate remedy at law for damages and agree that Buyer
shall be entitled to obtain specific performance of Sellers’ obligations hereunder without having
to post any bond or other security in any such proceeding.



     9.7 Certain Remedies Not Exclusive. Except as set forth in Sections 9.5 or 11.11 or elsewhere
herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by law. The rights and remedies of any party based upon, arising out of or
otherwise in respect of any inaccuracy in or breach of any representation, warranty, covenant or
agreement contained in this Agreement shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach
is based may also be the subject matter of any other representation, warranty, covenant or
agreement contained in this Agreement (or in any other agreement between the parties) as to which
there is no inaccuracy or breach.






ARTICLE X

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION




     10.1 Survival.



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          (a) All representations, warranties, covenants and agreements of the parties hereto contained
in this Agreement or in any certificate, instrument or document delivered pursuant hereto shall
survive the Closing, regardless of any investigation made by or on behalf of any party, for a
period of eighteen (18) months from the Closing Date, except that (i) the representations as to
title to the Assets set forth in Section 2.6 hereof shall survive forever and (ii) the
representations, warranties, covenants and agreements evidenced by or otherwise contained in the
Promissory Note, the Security Agreement, the Guaranty, the Advertising Opportunity Agreement and
each of the agreements described in Section 8.2(f) above (collectively, the “Primary Ancillary
Agreements”; provided, however, that the Promissory Note, the Security Agreement, the Guaranty and
the Advertising Opportunity Agreement shall be considered part of the definition of “Primary
Ancillary Agreements” if, and only if, Buyer elects to pay part of the Purchase Price by the
execution and delivery of the Promissory Note as contemplated in Section 1.3(a)(iii)(A) above), as
well as Buyer’s covenant and agreement under Section 11.17 below, shall survive so long as any
obligations thereunder remain outstanding.




          Any right of indemnification pursuant to this Article X with respect to a claimed breach of
any representation, covenant or warranty shall expire or terminate on the date of expiration or
termination of the representation, covenant or warranty claimed to be breached (each a “Survival
Date”). From and after the Survival Date, no party hereto or any shareholder, member, partner,
director, manager, officer, or employee of such party shall be under any liability whatsoever
(whether pursuant to this Article X or otherwise) with respect to any such representation or
warranty, except with respect to matters as to which notice has been received in accordance with
Section 10.1(b).




          (b) No party hereto shall have any indemnification obligation pursuant to this Article X or
otherwise in respect of any representation or warranty unless before the Survival Date it shall
have received from the party seeking indemnification prompt notice of the existence of the claim
for or in respect of which indemnification is sought. Such notice shall set forth with reasonable
specificity (i) the basis under this Agreement, and the facts that otherwise form the basis, of
such claim, (ii) an estimate of the amount of such claim (which estimate shall not be conclusive of
the final amount of such claim) and an explanation of the calculation of such estimate, including a
statement of any significant assumptions employed therein, and (iii) the date on and manner in
which the party delivering such notice became aware of the existence of such claim; provided,
however, that any notice which the party seeking indemnification delivers to the indemnifying party
prior to the Survival Date which notifies the indemnifying party of the existence of a claim and,
notwithstanding the failure of such notice to meet the requirements set forth in clauses (i), (ii),
and (iii) above, does not materially prejudice the indemnifying party’s ability to defend such
claim, shall be deemed to have met the requirement of delivery of notice prior to the Survival Date
for the purpose of preserving the indemnified party’s right to indemnification pursuant to this
Article X.




          (c) The provisions of this Section shall have no effect upon any other obligation of the
parties hereto under this Agreement, whether to be performed before, at or after the Closing.




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     10.2 Indemnification by Sellers. Subject to the terms and conditions of this Article X,
Sellers shall indemnify, defend and hold harmless Buyer, its Affiliates and each of its directors,
officers, employees and agents, and their respective heirs, legal representatives, successors and
assigns (collectively, the “Buyer Group”), from and against any and all claims, actions, causes of
action, demands, assessments, losses, damages, liabilities, judgments, settlements, penalties,
costs and expenses (including reasonable attorneys’ fees and expenses), of any nature whatsoever
(collectively, “Damages”), asserted against, resulting to, imposed upon or incurred by any member
of the Buyer Group, directly or indirectly, by reason of or resulting from (collectively, “Buyer
Claims”):



          (a) any inaccuracy in or breach of any representation or warranty of Sellers contained in this
Agreement or in any certificate, instrument or document delivered pursuant hereto;




          (b) any breach by Sellers of any of its covenants or agreements contained in this Agreement or
in any certificate, instrument, or document delivered pursuant hereto; and




          (c) any Excluded Liability, including any liability or obligation of Sellers or their
respective Affiliates (whether accrued, absolute, contingent, unliquidated or otherwise, whether or
not known to Sellers, and whether due or to become due), other than the Assumed Liabilities.




     10.3 Indemnification by Buyer. Subject to the terms and conditions of this Article X, Buyer
shall indemnify, defend and hold harmless Sellers, their respective Affiliates, and each of their
respective managers, members, officers, employees, and agents, and their respective heirs, legal
representatives, successors and assigns (collectively, the “Seller Group”), from and against any
and all Damages asserted against, resulting to, imposed upon, or incurred by any member of the
Seller Group, directly or indirectly, by reason of or resulting from (collectively, “Seller
Claims”):



          (a) any inaccuracy in or breach of any representation or warranty of Buyer contained in this
Agreement or in any certificate, instrument, or document delivered pursuant hereto;




          (b) any breach by Buyer of any of its covenants or agreements contained in this Agreement or
in any certificate, instrument, or document delivered pursuant hereto;




          (c) the performance or non-performance of the Assumed Liabilities after the Closing Date; and




          (d) the ownership, management, or use by Buyer of the Assets and the operation of the Stations
from and after the Closing Date, except to the extent Buyer is indemnified by Sellers with respect
to such matters pursuant to Section 10.2.




     10.4 Limitation of Liability. The indemnification obligations of the parties hereto pursuant
to this Article X shall be subject to the following:



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          (a) No indemnification shall be required to be made by Sellers pursuant to this Article X with
respect to any Buyer Claims, unless and until the aggregate amount of Damages incurred by the Buyer
Group with respect to all Buyer Claims (whether asserted, resulting, imposed or incurred before, on
or after the Closing Date) exceeds $250,000 and, in such event, the Sellers shall be required to
pay only the amount of such Damages in excess thereof; but in no event shall the Sellers be liable
for any such Damages in excess of $22,500,000; provided, however, that the foregoing limitations
shall not apply to Damages attributable to or resulting from (i) the inaccuracy of or breach of any
of the representations and warranties as to title to the Assets set forth in Section 2.6 or (ii)
the breach by any Seller or any of Sellers’ Affiliates of any of such party’s respective
representations, warranties, covenants or agreements contained in the Primary Ancillary Agreements.




          (b) No indemnification shall be required to be made by Buyer pursuant to this Article X with
respect to any Seller Claims, unless and until the aggregate amount of Damages incurred by the
Seller Group with respect to all Seller Claims (whether asserted, resulting, imposed or incurred
before, on or after the Closing Date) exceeds $250,000 and, in such event, the Buyer shall be
required to pay only the amount of such Damages in excess thereof; but in no event shall the Buyer
be liable for any such Damages in excess of $22,500,000; provided, however, that the foregoing
limitations shall not apply to Damages attributable to or resulting from the breach by Buyer,
Parent or any of Buyer’s or Parent’s Affiliates of any of such party’s respective representations,
warranties, covenants or agreements contained in the Primary Ancillary Agreements.




          (c) The amount of Damages required to be paid by any party to indemnify any other party
pursuant to this Article X as a result of any Seller Claim or any Buyer Claim shall be reduced to
the extent of any amounts actually received by such other party after the Closing Date pursuant to
the terms of the insurance policies (if any) covering such claim, but there shall not be taken into
account any tax benefit realized directly or indirectly, by the indemnified party.




          (d) The indemnification obligations of Sellers and Buyer pursuant to this Article X shall be
limited to actual damages and shall not include incidental, consequential, indirect, punitive or
exemplary damages.




          (e) The indemnities herein are intended solely for the benefit of the Buyer Group, as to
Sellers’ indemnities, and for the benefit of the Seller Group, as to Buyer’s indemnities, and are
in no way intended to, nor shall they, constitute an agreement for the benefit of, or be
enforceable by, any other Person.




          (f) The parties hereto agree to treat any indemnity payment made pursuant to this Article X as
an adjustment to the Purchase Price for all Tax purposes only.




          (g) In any case where an indemnified party recovers from a third person any amount relating to
a matter with respect to which an indemnifying party has indemnified the




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indemnified party pursuant to this Article X, such indemnified party shall promptly pay over
to the indemnifying party the amount so recovered, up to but not in excess of the sum of (i) any
amount previously so paid by the indemnifying party to or on behalf of the indemnified party in
respect of such matters and (ii) any amount expended by the indemnifying party in pursuing or
defending any claim arising out of such matters. Notwithstanding the foregoing, if for any matter
subject to indemnification hereunder the amount of Damages sustained by an indemnified party
exceeds the amount previously paid by the indemnifying party to or on behalf of the indemnified
party in respect of such matter, the indemnified party shall have the right to first retain to the
extent of such excess the amount subsequently recovered from a third party in respect of such
matter and the remaining portion of such amount recovered from a third party shall be paid to the
indemnifying party.




          (h) Upon making any indemnification payment, the indemnifying party will, to the extent of
such payment, be subrogated to the rights of the indemnified party against any third party in
respect to the Damages to which the payment relates. Without limiting the generality of any other
provision hereof, each of the indemnifying party and the indemnified party will duly execute upon
request all instruments reasonably necessary to evidence and perfect such subrogation rights.




          (i) The indemnification provisions and procedures contained in this Article X shall constitute
the sole and exclusive recourse and remedy of the parties hereto with respect to any Damages
arising under Section 10.2 or Section 10.3 above.




     10.5 Procedure for Indemnification. Within 15 days after receipt by an indemnified party
under Section 10.2 or 10.3 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party under such
Section, give notice to the indemnifying party of the commencement thereof, but the failure so to
notify the indemnifying party shall not relieve it of any liability that it may have to any
indemnified party except to the extent the indemnifying party demonstrates that the defense of such
action is prejudiced thereby. In case any such action shall be brought against an indemnified
party and it shall give notice to the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to
assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the
indemnifying party elects to assume the defense of such action, the indemnified party shall have
the right to employ separate counsel at its own expense and to participate in the defense thereof.
If the indemnifying party elects not to assume (or fails to assume) the defense of such action, the
indemnified party shall be entitled to assume the defense of such action with counsel of its own
choice, at the expense of the indemnifying party. If the action is asserted against both the
indemnifying party and the indemnified party and there is a conflict of interests which renders it
inappropriate for the same counsel to represent both the indemnifying party and the indemnified
party, the indemnifying party shall be responsible for paying for separate counsel for the
indemnified party; provided, however, that if there is more than one indemnified party, the
indemnifying party shall not be responsible for paying for more than one separate firm of attorneys
to represent the indemnified parties, regardless of the number of indemnified parties. If the
indemnifying party elects to assume the defense of such action, (a) no



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compromise or settlement thereof may be effected by the indemnifying party without the
indemnified party’s written consent (which shall not be unreasonably withheld, conditioned or
delayed) unless the sole relief provided is monetary damages that are paid in full by the
indemnifying party and (b) the indemnifying party shall have no liability with respect to any
compromise or settlement thereof effected without its written consent (which shall not be
unreasonably withheld, conditioned or delayed).






ARTICLE XI

MISCELLANEOUS




     11.1 Notices. All notices, requests, demands, and other communications required or permitted
to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have
been duly given or made if sent by prepaid overnight courier service to the parties at the
following addresses (or at such other addresses as shall be specified by the parties by like
notice):



	 	 	 	 	 
	 	 	If to Sellers:
	 

	 	 	 	WDLP Broadcasting Company, LLC
	 

	 	 	 	WDLP Licensed Subsidiary, LLC
	 

	 	 	 	Robin Broadcasting Company, LLC
	 

	 	 	 	and Robin Licensed Subsidiary, LLC
	 

	 	 	 	c/o Dr. William C. De La Pena, Manager
	 

	 	 	 	2446 West Whittier Boulevard
	 

	 	 	 	Montebello, CA 90640
	 

	 	 	 	Telephone 323-728-5500
	 
	 	 	 	 
	 	 	with a copy to:
	 

	 	 	 	Robert Lewis Thompson, Esq.
	 

	 	 	 	Smithwick & Belendiuk, P.C.
	 

	 	 	 	5028 Wisconsin Avenue, NW, Suite 301
	 

	 	 	 	Washington, D.C. 20016
	 

	 	 	 	Telephone: 202-363-4050
	 
	 	 	 	 
	 	 	and with a copy to:
	 

	 	 	 	Donald H. Jones, Esq.
	 

	 	 	 	Jones, Kaufman & Ackerman LLP
	 

	 	 	 	10960 Wilshire Boulevard, Suite 1225
	 

	 	 	 	Los Angeles, CA 90024
	 

	 	 	 	Telephone: 310-231-6639
	 
	 	 	 	 
	 	 	If to Buyer:






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	 	 	 	Mega Media Holdings, Inc.
	 

	 	 	 	2601 South Bayshore Drive — PH#2
	 

	 	 	 	Coconut Grove, Florida 33133
	 

	 	 	 	Attention: Raul Alarcon, Jr., Pres/CEO
	 

	 	 	 	Telephone: 305-441-6901
	 
	 	 	 	 
	 	 	with a copy to:
	 

	 	 	 	Jason L. Shrinsky, Esq.
	 

	 	 	 	Kaye Scholer LLP
	 

	 	 	 	901 15th Street, N.W., Suite 1100
	 

	 	 	 	Washington, D.C. 20005
	 

	 	 	 	Facsimile: 202-682-3580
	 

	 	 	 	Telephone: 202-682-3506






     Such notices, requests, demands and other communications shall be effective upon actual
receipt by the intended recipient. Notice given to counsel shall not be deemed notice to a party.



     11.2 Entire Agreement. This Agreement, together with the Disclosure Schedule, Exhibits, and
other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof, including, without limitation, that certain Confidentiality
Agreement between WDLP and Buyer dated as of March 22, 2004.



     11.3 Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto
without the prior written consent of the other party, except that, upon not less than two (2)
business days prior notice to Sellers, Buyer may designate any one or more of the Affiliates of
Buyer to take title to the Assets at the Closing, provided that no such designation shall relieve
Buyer of its obligations hereunder and Buyer shall nevertheless execute all related closing
documents including the assumption under the Bill of Sale and all of the Primary Ancillary
Agreements to which it is intended to be a party. Except as provided in Article X, nothing in this
Agreement, express or implied, is intended to or shall confer upon any Person other than the
parties hereto, and their respective successors and permitted assigns, any rights, benefits, or
remedies of any nature whatsoever under or by reason of this Agreement.



     11.4 Severability. If any provision of this Agreement is held to be unenforceable, this
Agreement shall be considered divisible and such provision shall be deemed inoperative to the
extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full
force and effect; provided, however, that if any such provision may be made enforceable by
limitation thereof,



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then such provision shall be deemed to be so limited and shall be enforceable to the maximum
extent permitted by Applicable Law.




     11.5 GOVERNING LAW. THIS AGREEMENT IS MADE, ENTERED INTO AND SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.



     11.6 Further Assurances. From time to time following the Closing, at the request of either
party hereto and without further consideration, the other party hereto shall execute and deliver to
such requesting party such instruments and documents and take such other action (but without
incurring any material financial obligation) as such requesting party may reasonably request in
order to consummate more fully and effectively the transactions contemplated hereby.



     11.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of
reference only, do not constitute a part of this Agreement, and shall not affect in any manner the
meaning or interpretation of this Agreement.



     11.8 Gender. Pronouns in masculine, feminine, and neuter genders shall be construed to
include any other gender, and words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.



     11.9 References. All references in this Agreement to Articles, Sections and other
subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement unless
expressly provided otherwise. The words “this Agreement”, “herein”, “hereof”, “hereby”,
“hereunder” and words of similar import refer to this Agreement as a whole and not to any
particular subdivision unless expressly so limited. Whenever the words “include”, “includes” and
“including” are used in this Agreement, such words shall be deemed to be followed by the words
“without limitation”. Each reference herein to a Schedule or Exhibit refers to the item identified
separately in writing by the parties hereto as the described Schedule or Exhibit to this Agreement.
Each Schedule and Exhibit is incorporated herein by this reference and made a part hereof.



     11.10 Counterparts and Facsimile Execution. This Agreement may be executed by the parties
hereto in any number of counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same agreement. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all, the parties hereto. In order to
facilitate the execution of this Agreement, an executed counterpart of the signature page or pages
to the Agreement may be delivered by facsimile transmission to the other parties hereto and such
facsimile signature shall be deemed an original signature for purposes of this Agreement and shall
be binding on the parties hereto. An original executed counterpart of said signature page shall be
promptly forwarded to the other parties hereto.



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     11.11 Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage
would occur in the event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that, except to the
extent any exclusive remedy is provided for herein, the parties shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to
enforce specifically the provisions of this Agreement, in any court of the United States or any
state thereof having jurisdiction, in addition to any other remedy to which the parties may be
entitled under this Agreement or at law or in equity.



     11.12 Attorneys Fees. In the event legal proceedings are commenced by either party to enforce
any rights hereunder, the prevailing party, in addition to which they may be entitled pursuant to
the terms of this Agreement, shall also be entitled to collect reasonable attorneys fees and
expenses incurred in connection with such action.



     11.13 Consent to Jurisdiction.



     (a) The parties hereto hereby irrevocably submit to the jurisdiction of the applicable courts
of the State of Delaware and the federal courts of the United States of America located in the
State of Delaware, and appropriate appellate courts therefrom, over any dispute arising out of or
relating to this Agreement or any of the transactions contemplated hereby and each party hereby
irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and
determined in such courts, which courts shall be the exclusive courts of jurisdiction and venue.
The parties hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any
objection which they may now or hereafter have to the laying of venue of any dispute arising out of
or relating to this Agreement or any of the transactions contemplated hereby brought in such court
or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties
hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided bylaw. This consent to jurisdiction and venue is
being given solely for purposes of this Agreement and is not intended to, and shall not, confer
consent to jurisdiction or venue with respect to any other dispute in which a party to this
Agreement may become involved.



     (b) Each of the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action, or proceeding of the nature specified in subsection (a) above by the
delivery of a copy thereof in the manner specified by the provisions of Section 11.1.



     11.14 Preparation of Agreement. All parties to this Agreement have participated equally in
its preparation. Accordingly, if a dispute arises regarding or relating to this Agreement, the
language or terms of the Agreement shall not be construed more or less favorably against one party
over another.



     11.15 Time of the Essence. Time is of the essence of this Agreement, unless otherwise
provided herein or agreed to by the parties in writing.



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     11.16 Records; Cooperation.



          (a) Buyer agrees that it will cause to be preserved and kept the books and records of Seller
which constitute part of the Assets for a period of seven (7) years after the Closing, and shall
make such books and records available and provide copies to any Seller at its sole cost and
expense, as may be reasonably required by that Seller in connection with any legal proceedings,
governmental investigation or tax examinations. In the event Buyer wishes to destroy any such
books and records after that time, it shall first give at least thirty (30) days prior written
notice to each Seller and each Seller shall have the right, at its option and at its sole cost and
expense, to take possession of such books and records. Each Seller agrees that it will cause to be
preserved and kept the remaining books and records of such Seller which do not constitute part of
the Assets for a period of seven (7) years after the Closing, and shall make such books and records
available and provide copies to Buyer, at Buyer’s sole cost and expense, as may be reasonably
required by Buyer in connection with any legal proceedings, governmental investigation or tax
examinations. In the event any Seller wishes to destroy any such books and records after that
time, it shall first give at least thirty (30) days prior written notice to Buyer and Buyer shall
have the right, at its option and at its sole cost and expense, to take possession of such books
and records.




          (b) From and after the Closing Date, each of the parties hereto will provide the other parties
hereto and/or their respective Affiliates with such assistance as may reasonably be requested in
connection with the preparation of any Tax Return and/or audit and will provide them with any
records or information that may be relevant to any such Tax Return and/or audit. Such assistance
shall include making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder and shall include providing copies
of any relevant Tax Returns and supporting work schedules. The party requesting assistance
hereunder shall reimburse the other parties for reasonable out-of-pocket expenses incurred in
providing such assistance and/or documentation.




     11.17 Post-Closing Obligations. From and after the Closing Date through January 31, 2013,
Buyer shall not seek to block, hinder or otherwise object to any future proposed move of the Key
West facility (FCC Facility I.D. No.27387) for WGEN-TV, Channel 8 or WGEN-DT, Channel 12, to serve
a different community of license.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this Agreement to be
executed by their duly authorized representatives, all as of the day and year first above written.



	 	 	 	 	 
	 	SELLERS:



WDLP BROADCASTING COMPANY, LLC

 	 
	 	By:  	/s/ William C. De La Pena	 
	 	 	Name:  	William C. De La Pena, M.D. 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	WDLP LICENSED SUBSIDIARY, LLC

 	 
	 	By:  	/s/
William C. De La Pena	 
	 	 	Name:  	William C. De La Pena, M.D. 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	ROBIN BROADCASTING COMPANY, LLC

 	 
	 	By:  	/s/
William C. De La Pena	 
	 	 	Name:  	William C. De La Pena, M.D. 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	ROBIN LICENSED SUBSIDIARY, LLC

 	 
	 	By:  	/s/
William C. De La Pena	 
	 	 	Name:  	William C. De La Pena, M.D. 	 
	 	 	Title:  	Manager 	 
	 



	 	 	 	 	 
	 	BUYER:



MEGA MEDIA HOLDINGS, INC

 	 
	 	By:  	/s/
Raul Alarcón, Jr.	 
	 	 	Name:  	Raul Alarcón, Jr. 	 
	 	 	Title:  	President/CEO 	 
	 




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