EQUITYHOLDERS), SHALL BE IN
ALL MATERIAL RESPECTS REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO, AND SHALL
NOT BE FILED UNTIL CONSENTED TO BY, BUYER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, (II) SHALL NOT TREAT BUYER OR ITS AFFILIATES, IN THEIR
CAPACITIES AS CREDITORS OR EQUITYHOLDERS, IN A DISCRIMINATORY MANNER AS COMPARED
TO SIMILARLY CLASSIFIED STAKEHOLDERS AND (III) SHALL NOT CONFLICT WITH, DEROGATE
FROM OR OTHERWISE CONTAIN ANY PROVISION THAT IS INCONSISTENT IN ANY MANNER
ADVERSE TO BUYER WITH (1) THE 363 ORDER, THE CONFIRMATION ORDER WITH RESPECT TO
THE JV PLAN, THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR (2) THE AVAILABILITY
OF SECTION 1145 OF THE BANKRUPTCY CODE TO EXEMPT THE ISSUANCE OF THE PURCHASE
SHARES FROM REGISTRATION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS. IN
CONNECTION WITH ANY REMAINDER PLAN, SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES
TO, USE COMMERCIALLY REASONABLE EFFORTS TO HAVE ANY SUCH REMAINDER PLAN PROVIDE
THAT (A) THE DISTRIBUTION OF THE PURCHASE SHARES TO THE CREDITORS AND
STAKEHOLDERS OF THE DEBTORS SHALL BE PURSUANT TO SECTION 1145 OF THE BANKRUPTCY
CODE, (B)
THE SALE OF THE TRANSFERRED ASSETS PURSUANT TO THE 363 ORDER WAS IN
CONTEMPLATION, AND IN FURTHERANCE, OF THE REMAINDER PLAN AND (C) FOR THE
RATIFICATION OF ANY FINDING IN THE 363 ORDER THAT SECTION 1146 OF THE BANKRUPTCY
CODE WAS AND REMAINS APPLICABLE WITH RESPECT TO THE TRANSFERRED ASSETS.
FOLLOWING CONFIRMATION OF THE REMAINDER PLAN, SELLER SHALL KEEP BUYER REASONABLY
INFORMED AS TO ALL MATERIAL DEVELOPMENTS IN RESPECT OF THE IMPLEMENTATION OF THE
REMAINDER PLAN, INCLUDING THE TIMING AND AMOUNT OF ANY DISTRIBUTION OF PURCHASE
SHARES OR THE ESTABLISHMENT OF ANY RESERVES THAT INCLUDE PURCHASE SHARES.
SECTION 5.14
EQUIPMENT LEASES. SELLER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, PAY THE REMAINING BALANCES ON ANY EQUIPMENT LEASES AND SHALL
DELIVER TITLE TO ALL VEHICLES AND FIXTURES AND EQUIPMENT COVERED BY SUCH
EQUIPMENT LEASES FREE AND CLEAR OF ALL ENCUMBRANCES TO BUYER AT THE CLOSING.
SECTION 5.15
EXPANDED TRANSACTION. IN THE EVENT THAT THE FRIENDCO
PURCHASE AGREEMENT IS TERMINATED PRIOR TO THE CLOSING AS A RESULT OF ACTIONS BY,
OR FAILURE TO OBTAIN GOVERNMENTAL AUTHORIZATIONS FROM, ANY GOVERNMENT ANTITRUST
ENTITY OR THE FCC, THEN:
(A)
THE FOLLOWING PROVISIONS SHALL BECOME EFFECTIVE UPON NOTICE TO
BUYER BY SELLER OF SUCH TERMINATION:
(I)
AT THE CLOSING, AN AGGREGATE AMOUNT OF CONSIDERATION EQUAL TO THE
PURCHASE PRICE (AS DEFINED IN THE FRIENDCO PURCHASE AGREEMENT) MINUS THE
AGGREGATE BUYER DISCHARGE AMOUNT (AS DEFINED IN THE AGREEMENT ATTACHED HERETO AS
EXHIBIT 5.15(A)(I), THE "EXPANDED AGREEMENT"), SUBJECT TO ADJUSTMENTS PURSUANT
TO SECTION 2.6(A), 2.6(F), 2.7 AND [2.7,]8.6(A), SHALL BE ADDED TO THE PURCHASE
PRICE IN SECTION 2.5 HEREUNDER; PROVIDED, THAT ANY SUCH CONSIDERATION TO BE
DELIVERED BY BUYER PURSUANT TO THIS SECTION 5.15 SHALL BE SATISFIED, AT BUYER'S
ELECTION, WITH ANY COMBINATION OF CASH, WHICH SHALL BE DEEMED TO CONSTITUTE PART
OF THE CASH CONSIDERATION, OR SHARES OF PARENT CLASS A COMMON STOCK (VALUED AT
THE PER SHARE VALUE OF THE PURCHASE SHARES),
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WHICH SHALL BE