1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
RECITALSEscrow Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
STC BROADCASTING, INC. 720 2ND AVENUE SOUTH ST. PETERSBURG, FLORIDA 33701 (727) 821-7900 December 22, 2000Stock Purchase Agreement • January 9th, 2001 • STC Broadcasting Inc • Television broadcasting stations
BY AND AMONGSecurities Purchase Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
ANDAsset Purchase Agreement • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
W I T N E S S E T H : - - - - - - - - - - -Credit Agreement • March 1st, 2001 • STC Broadcasting Inc • Television broadcasting stations • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
TERMINATION AGREEMENTTermination Agreement • March 22nd, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
RECITALS:Indemnification Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
August 30, 2000Shareholder Agreement • November 8th, 2000 • STC Broadcasting Inc • Television broadcasting stations
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
GUARANTYGuaranty • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
3 - 4 lien, charge, encumbrance, security interest, restriction upon voting (except for Smith Acquisition Company) or transfer or any other claim of any third party (other than liens and security interests created pursuant to the Credit Agreement, the...Purchase Agreement • June 19th, 1997 • STC Broadcasting Inc • New York
Exhibit 10.38 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") is entered into as of October 1, 1997 by and between WJAC, INCORPORATED, a Pennsylvania corporation ("WJAC") and STC BROADCASTING, INC., ("STC"), a Delaware corporation....Management Agreement • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
ii- 4 7.6 FCC Consent................................................... 52 7.7 Certain Certified Matters..................................... 52 7.8 Good Standing Certificate..................................... 52 7.9. Closing on Gannett Purchase...Purchase Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
PROMISSORY NOTEMerger Agreement • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
WITNESSETH:Credit Agreement • January 15th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
1 Exhibit 10.6 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS SECURITY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED,...Securities Purchase Agreement • January 6th, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
1 EXHIBIT 2.4 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
RECITALSExecutive Employment Agreement • March 1st, 2001 • STC Broadcasting Inc • Television broadcasting stations • Texas
1 EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
RECITALSAsset Purchase Agreement • February 5th, 2001 • STC Broadcasting Inc • Television broadcasting stations • Delaware
WITNESSETH:Management Services Agreement • January 15th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
2 3 any of the events specified in clause (ii) above shall not constitute Cause unless the Company or STC gives the Executive written notice that such event constitutes Cause, and the Executive thereafter fails to cure such event within 30 days after...Executive Employment Agreement • June 19th, 1997 • STC Broadcasting Inc • Texas
AGREEMENTStock Purchase Agreement • November 8th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
EXHIBIT 10.11 CREDIT AGREEMENTCredit Agreement • May 13th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
FIRST AMENDMENTCredit Agreement • June 19th, 1997 • STC Broadcasting Inc • New York
EXHIBIT 99.1 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT ("Agreement") is entered into as of January 3, 2002 ("Effective Date"), among Sunrise Television Corp., a Delaware corporation (together with its successors, the "Company"), STC...Non-Competition Agreement • January 15th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
ARTICLE II Representations and WarrantiesStock Purchase Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Florida
EXHIBIT 4.2 SUNRISE TELEVISION CORP. NON-QUALIFIED STOCK OPTION LETTER AGREEMENT TO: William S. Banowsky, Jr. 600 Congress Avenue Suite 1400 Austin, Texas 78701 (512) 340-7808 We are pleased to inform you that you have been selected by Sunrise...Non-Qualified Stock Option Agreement • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • January 6th, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
EXHIBIT 10.5 AGREEMENTCollective Bargaining Agreement • March 1st, 2000 • STC Broadcasting Inc • Television broadcasting stations
2 3 5. Indemnification. Holdings and the Company jointly and severally shall indemnify and hold harmless each of HMCo, its affiliates and their respective directors, officers, controlling persons (within the meaning of Section 15 of the Securities Act...Financial Advisory Agreement • June 19th, 1997 • STC Broadcasting Inc • Texas
WAIVERWaiver • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
