STOCK PURCHASE AGREEMENT dated as of November 28, 2008 among NATIONAL AMUSEMENTS, INC., SUMCO, INC., SUMNER M. REDSTONE and ACQUISITION HOLDINGS SUBSIDIARY I LLCStock Purchase Agreement • December 1st, 2008 • National Amusements Inc /Md/ • Television broadcasting stations • New York
STOCK PURCHASE AGREEMENT, dated as of November 28, 2008 (this “Agreement”), among NATIONAL AMUSEMENTS, INC., a Maryland corporation (the “NAI”), SUMCO, INC., a Delaware corporation (“Sumco”), SUMNER M. REDSTONE (“SMR” and, collectively with NAI and Sumco, the “Sellers”) and ACQUISITION HOLDINGS SUBSIDIARY I LLC, a Delaware limited liability company (the “Purchaser”).
PARTICIPATION AGREEMENT (this “Agreement”), dated on November 28, 2008 by and between National Amusements, Inc. (“Grantor”) and Acquisition Holdings Subsidiary I LLC (“Participant”).Participation Agreement • December 1st, 2008 • National Amusements Inc /Md/ • Television broadcasting stations • New York
WHEREAS, reference is made to (i) the Loan and Security Agreement, dated as of February 29, 2008 (as the same may be amended, modified or otherwise supplemented from time to time, the “Secured Facility”), by and among Midway Home Entertainment Inc. (“Midway Home”) and Midway Amusement Games, LLC (“MAG”), as Borrowers, Midway Games Inc. (“Midway”, and together with Midway Home and MAG, collectively referred to herein as, the “Borrowers”), Midway Games West Inc., Midway Interactive Inc., Midway Sales Company, LLC, Midway Home Studios Inc., Surreal Software Inc., Midway Studios-Austin Inc. and Midway Studios-Los Angeles Inc., as U.S. Credit Parties, and Grantor, as Lender and (ii) the Unsecured Loan Agreement, dated as of February 29, 2008 (as the same may be amended, modified or otherwise supplemented from time to time, the “Unsecured Facility”, and together with the Secured Facility, the “Credit Agreements”), between Midway, as Borrower, and Grantor, as Lender, copies of each of the Cre
