HAVE ANY LIABILITIES OR OBLIGATIONS, EXCEPT THOSE LIABILITIES AND
OBLIGATIONS INCURRED IN CONNECTION WITH
4
ITS ORGANIZATION, THE NEGOTIATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT, THE STATION PURCHASE AGREEMENT, THE ASSIGNMENT AGREEMENT, THE LETTER
AGREEMENT (AS HEREINAFTER DEFINED), THE JSA AND THE SSA AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY AND INCIDENTAL EXPENSES INCURRED IN CONNECTION
THEREWITH. THE COMPANY HAS NO INDEBTEDNESS FOR BORROWED MONEY, OTHER THAN
INDEBTEDNESS INCURRED IN CONNECTION WITH THE PERFORMANCE OF THE COMPANY'S
OBLIGATIONS PURSUANT TO THE STATION PURCHASE AGREEMENT PURSUANT TO A CREDIT
AGREEMENT OR OTHER FINANCING ARRANGEMENT CONTEMPLATED BY THAT CERTAIN COMMITMENT
LETTER, DATED AS OF AUGUST 31, 2007, FROM BANC OF AMERICA SECURITIES LLC,
WACHOVIA BANK, NATIONAL ASSOCIATION, WACHOVIA CAPITAL MARKETS, LLC AND CIT
LENDING SERVICES CORPORATION IN FAVOR OF TUCKER BROADCASTING OF TRAVERSE CITY,
INC., OR ANY OTHER FINANCING ARRANGEMENT PROVIDED BY, OR ENTERED INTO WITH,
PILOT GROUP L.P. OR AN AFFILIATE THEREOF (AN "ACQUISITION FINANCING
ARRANGEMENT").
(B)
EACH OF GRANTOR AND THE COMPANY HAS THE POWER AND AUTHORITY AND
FULL LEGAL CAPACITY TO ENTER INTO AND TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY EACH OF
GRANTOR AND THE COMPANY HAS BEEN DULY AUTHORIZED AND THIS AGREEMENT CONSTITUTES
A VALID AND BINDING OBLIGATION OF EACH OF GRANTOR AND THE COMPANY ENFORCEABLE
AGAINST EACH OF THEM IN ACCORDANCE WITH IT TERMS, EXCEPT AS MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS IN GENERAL AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW).
(C)
AS OF THE OPTION CLOSING, GRANTOR OWNS 100% OF THE SUBJECT SHARES
AND GRANTOR HAS GOOD AND VALID TITLE TO THE SUBJECT SHARES FREE AND CLEAR OF ALL
LIENS. ALL OF THE SUBJECT SHARES HAVE BEEN DULY AUTHORIZED AND ARE VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE. OTHER THAN THE SUBJECT SHARES OR PURSUANT
TO AN ACQUISITION FINANCING TRANSACTION, NO CLASS OF INTERESTS IN OR EQUITY
INTERESTS OF THE COMPANY IS OUTSTANDING, AND THERE ARE NO OUTSTANDING
SUBSCRIPTIONS, WARRANTS, OPTIONS, CALLS, COMMITMENTS OR OTHER RIGHTS TO PURCHASE
OR ACQUIRE, OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR, ANY EQUITY OR
DEBT INTERESTS OF THE COMPANY OR ANY OBLIGATION OF THE COMPANY TO ISSUE OR GRANT
ANY THEREOF.
(D)
AS OF THE OPTION CLOSING, THE COMPANY HAS GOOD AND MARKETABLE
TITLE TO THE ASSETS FREE AND CLEAR OF ALL LIENS OTHER THAN LIENS FOR TAXES NOT
YET DUE AND PAYABLE AND LIENS THAT WILL BE DISCHARGED AT OR PRIOR TO THE OPTION
CLOSING.
(E)
AS OF THE CLOSING DATE, THE COMPANY IS THE HOLDER OF THE FCC
LICENSES AND SUCH FCC LICENSES ARE VALID AND IN FULL FORCE AND EFFECT.
(F)
AS OF THE CLOSING DATE, GRANTOR AND THE COMPANY SHALL HAVE FILED
ALL MATERIAL RETURNS, REPORTS, AND STATEMENTS THAT GRANTOR OR THE COMPANY, AS
THE CASE MAY BE, IS REQUIRED TO FILE WITH THE FCC AND THE FEDERAL AVIATION
ADMINISTRATION.