1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledJuly 10th, 2000 Company Industry Jurisdiction
RECITALSEscrow Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
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
Contract Type FiledJanuary 9th, 2001 Company Industry
BY AND AMONGSecurities Purchase Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
ANDAsset Purchase Agreement • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledApril 4th, 2002 Company Industry Jurisdiction
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
Contract Type FiledJune 19th, 1997 Company Jurisdiction
LEASE AGREEMENTLease Agreement • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledApril 4th, 2002 Company Industry Jurisdiction
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
Company FiledJune 19th, 1997 Jurisdiction
RECITALSEmployment Agreement • March 1st, 2001 • STC Broadcasting Inc • Television broadcasting stations • Texas
Contract Type FiledMarch 1st, 2001 Company Industry Jurisdiction
RECITALSAsset Purchase Agreement • February 5th, 2001 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledFebruary 5th, 2001 Company Industry Jurisdiction
FIRST AMENDMENTSTC Broadcasting Inc • June 19th, 1997 • New York
Company FiledJune 19th, 1997 Jurisdiction
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledJuly 10th, 2000 Company Industry Jurisdiction
RECITALS:Indemnification Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledFebruary 26th, 2002 Company Industry Jurisdiction
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledApril 4th, 2002 Company Industry Jurisdiction
TERMINATION AGREEMENTTermination Agreement • March 22nd, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMarch 22nd, 2000 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • January 6th, 2000 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledJanuary 6th, 2000 Company Industry Jurisdiction
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
Contract Type FiledMarch 30th, 1998 Company Industry Jurisdiction
FIRST AMENDMENT TO SEPARATION AGREEMENTSeparation Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledFebruary 26th, 2002 Company Industry Jurisdiction
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
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
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
Contract Type FiledJune 19th, 1997 Company Jurisdiction
1 EXHIBIT 10.13 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledAugust 11th, 1998 Company Industry Jurisdiction
WITNESSETH:Management Services Agreement • January 15th, 2002 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledJanuary 15th, 2002 Company Industry Jurisdiction
March 8, 1995 TELEVISION AFFILIATION AGREEMENT WTOV Associates Steubenville, Ohio TELEVISION STATION WTOV Gentlemen: In order that your station may continue to serve the public interest, convenience and necessity, this Company and your Television...STC Broadcasting Inc • June 19th, 1997 • New York
Company FiledJune 19th, 1997 Jurisdiction
EXHIBIT 4.1 SUNRISE TELEVISION CORP. NON-QUALIFIED STOCK OPTION LETTER AGREEMENT TO: Dr. William Cunningham University of Texas at Austin P.O. Box E Austin, Texas 78713 (512) 232-7540 We are pleased to inform you that you have been selected by Sunrise...STC Broadcasting Inc • April 4th, 2002 • Television broadcasting stations
Company FiledApril 4th, 2002 Industry
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
Contract Type FiledJanuary 15th, 2002 Company Industry Jurisdiction
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...STC Broadcasting Inc • April 4th, 2002 • Television broadcasting stations
Company FiledApril 4th, 2002 Industry
EXHIBIT 10.11 CREDIT AGREEMENTCredit Agreement • May 13th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMay 13th, 1998 Company Industry Jurisdiction
GUARANTYGuaranty • March 30th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMarch 30th, 1998 Company Industry Jurisdiction
1- 2 provided, however, that, if any Network Program offered hereunder is accepted, by Affiliated Station, upon any other terms or conditions to which CBS agrees in writing, then the provisions of this Agreement shall apply to the broadcast of such...STC Broadcasting Inc • June 19th, 1997
Company FiledJune 19th, 1997
AGREEMENTStock Purchase Agreement • November 8th, 2000 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledNovember 8th, 2000 Company Industry Jurisdiction
WITNESSETH:Security Agreement • May 13th, 1998 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMay 13th, 1998 Company Industry Jurisdiction
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
Contract Type FiledFebruary 26th, 2002 Company Industry Jurisdiction
ARTICLE 1. DEFINITIONS AND REFERENCESAsset Purchase Agreement • March 30th, 1999 • STC Broadcasting Inc • Television broadcasting stations • New York
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
2 3 "Copyright Licenses": any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 6), granting any right under any Copyright, including, without limitation, the grant of rights to...Guarantee and Collateral Agreement • June 19th, 1997 • STC Broadcasting Inc • New York
Contract Type FiledJune 19th, 1997 Company Jurisdiction
ARTICLE II Representations and WarrantiesStock Purchase Agreement • February 26th, 2002 • STC Broadcasting Inc • Television broadcasting stations • Delaware
Contract Type FiledFebruary 26th, 2002 Company Industry Jurisdiction