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...STC Broadcasting Inc • June 19th, 1997 • New York
and WTOV-TVSTC Broadcasting Inc • March 30th, 1999 • Television broadcasting stations • Ohio
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
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
LEASE AGREEMENTLease Agreement • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
RECITALSEmployment Agreement • March 1st, 2001 • STC Broadcasting Inc • Television broadcasting stations • Texas
RECITALSAsset Purchase Agreement • February 5th, 2001 • STC Broadcasting Inc • Television broadcasting stations • Delaware
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
RECITALS:Indemnification Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
TERMINATION AGREEMENTTermination Agreement • March 22nd, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • January 6th, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
1 EXHIBIT 10.27 AFTRA/WTOV-TV BASIC AGREEMENT FOR NEWSROOM EMPLOYEE - 1996-1999 AGREEMENT made as of January 29,1996, AMERICAN FEDERATION OF TELEVISION AND RADIO ARTISTS, and its PITTSBURGH LOCAL, a voluntary association organized and existing under...STC Broadcasting Inc • June 19th, 1997 • Ohio
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
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
FIRST AMENDMENTSTC Broadcasting Inc • June 19th, 1997 • 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
1 EXHIBIT 10.11 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 28, 1997, is entered into among SUNRISE TELEVISION CORP., a Delaware corporation ("Holdings"), STC BROADCASTING, INC., a Delaware...Securities Purchase Agreement • June 19th, 1997 • STC Broadcasting Inc • New York
EXHIBIT 10.25 Second Amendment, dated as of January 29, 1999 (this "Second Amendment") to the Amended and Restated Credit Agreement, dated as of July 2, 1998 (as amended by the First Amendment and Assignment and Acceptance, dated as of July 27, 1998...STC Broadcasting Inc • March 30th, 1999 • Television broadcasting stations • New York
1 EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
WITNESSETH:Management Services Agreement • January 15th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
BETWEEN WDTN AND INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL-CIO LOCAL NO. 1266STC Broadcasting Inc • August 11th, 1998 • Television broadcasting stations
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
EXHIBIT 10.11 CREDIT AGREEMENTCredit Agreement • May 13th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
GUARANTYGuaranty • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
AGREEMENTStock Purchase Agreement • November 8th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
EXHIBIT 10.4 STC BROADCASTING, INC. 11% Senior Subordinated Notes due 2007 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTSTC Broadcasting Inc • June 19th, 1997 • New York
INDENTURESTC Broadcasting Inc • June 19th, 1997 • New York
WITNESSETH:Security Agreement • May 13th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
ARTICLE I The Merger Page ---- 1.1 The Merger.................................. .............................................................1 1.2 Closing..... ..................................................................................Agreement and Plan of Merger • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
June 5, 1998 PRIMARY TELEVISION AFFILIATION AGREEMENT STC Broadcasting, Inc. TELEVISION STATION: WDTN - Dayton, ON Gentlemen: The following shall constitute the agreement between American Broadcasting Companies, Inc. ("ABC" or "we") and STC...STC Broadcasting Inc • August 11th, 1998 • Television broadcasting stations • New York
