THE COMPANY
WHICH IS PARTY THERETO AND, TO THE KNOWLEDGE OF THE COMPANY, OF EACH OTHER PARTY
THERETO, AND IS IN FULL FORCE AND EFFECT, EXCEPT THAT (I) SUCH ENFORCEMENT MAY
BE SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS, NOW OR HEREAFTER IN EFFECT, RELATING TO CREDITORS' RIGHTS
GENERALLY AND (II) EQUITABLE REMEDIES OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND
OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE DEFENSES AND TO THE
DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
SECTION 3.21
FINDERS OR BROKERS.
EXCEPT FOR MORGAN STANLEY & CO.
INCORPORATED, MERRILL LYNCH & CO., INC. AND CITIGROUP GLOBAL MARKETS INC. (THE
"COMPANY FINANCIAL ADVISORS"), NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAS EMPLOYED ANY INVESTMENT BANKER, BROKER OR FINDER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WHO MIGHT BE ENTITLED TO ANY FEE OR
ANY COMMISSION IN CONNECTION WITH OR UPON CONSUMMATION OF THE MERGER.
THE
COMPANY HAS MADE AVAILABLE TO THE ESOP AN ACCURATE AND COMPLETE SUMMARY OF THE
FEE ARRANGEMENTS WITH THE COMPANY FINANCIAL ADVISORS.
SECTION 3.22
INSURANCE.
THE COMPANY AND ITS SUBSIDIARIES OWN OR HOLD
POLICIES OF INSURANCE, OR ARE SELF-INSURED, IN AMOUNTS PROVIDING REASONABLY
ADEQUATE COVERAGE AGAINST ALL RISKS CUSTOMARILY INSURED AGAINST BY COMPANIES AND
SUBSIDIARIES IN SIMILAR LINES OF BUSINESS AS THE COMPANY OR ITS SUBSIDIARIES,
AND IN AMOUNTS SUFFICIENT TO COMPLY WITH ALL COMPANY MATERIAL CONTRACTS TO WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE PARTIES OR ARE OTHERWISE BOUND.
SECTION 3.23
AFFILIATE TRANSACTIONS.
AS OF THE DATE HEREOF, THERE ARE
NO MATERIAL TRANSACTIONS, AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN
(I) THE COMPANY OR ANY OF ITS SUBSIDIARIES, ON THE ONE HAND, AND (II) ANY
AFFILIATE OF THE COMPANY (OTHER THAN ANY OF ITS SUBSIDIARIES), ON THE OTHER
HAND, OF THE TYPE THAT WOULD BE REQUIRED TO BE DISCLOSED UNDER ITEM 404 OF
REGULATION S-K PROMULGATED BY THE SEC WHICH HAVE NOT BEEN SO DISCLOSED PRIOR TO
THE DATE HEREOF.
23
SECTION 3.24
INDEBTEDNESS.
SECTION 3.24 OF THE COMPANY DISCLOSURE
SCHEDULE SETS FORTH, AS OF APRIL 1, 2007, ALL OF THE OUTSTANDING INDEBTEDNESS
FOR BORROWED MONEY OF, AND ALL THE OUTSTANDING GUARANTEES OF INDEBTEDNESS FOR
BORROWED MONEY OF ANY PERSON BY, AND ALL REIMBURSEMENT OBLIGATIONS (OR
GUARANTEES THEREOF) WITH RESPECT TO LETTERS OF CREDIT ISSUED ON BEHALF OF, THE
COMPANY AND EACH OF ITS SUBSIDIARIES.
SECTION 3.25
CABLE AND SATELLITE MATTERS.
SECTION 3.25 OF THE COMPANY
DISCLOSURE SCHEDULE SETS FORTH A LIST OF THE TEN LARGEST MULTICHANNEL VIDEO
PROGRAMMING DISTRIBUTORS (INCLUDING CABLE SYSTEMS, SMATV, OPEN VIDEO SYSTEMS,
MMDS, MDS, BROADBAND RADIO SERVICE AND DBS SYSTEMS, COLLECTIVELY, "MVPDS") THAT
CARRY THE ANALOG AND/OR DIGITAL SIGNALS OF THE COMPANY STATIONS.
NO MVPD LISTED
ON SECTION 3.25 OF THE COMPANY DISCLOSURE SCHEDULE HAS DECLINED OR REFUSED TO
CARRY A COMPANY STATION OR DISPUTED A COMPANY STATION'S RIGHT TO CARRIAGE
PURSUANT TO SUCH COMPANY STATION'S MUST-CARRY OR RETRANSMISSION CONSENT
ELECTION, AS THE CASE MAY BE.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE ESOP