BY AND AMONG SMITH TELEVISION-WTOV, L.P., AND SMITH TELEVISION-WTOV LICENSE, L.P., AS SELLERS ANDAsset Purchase Agreement • June 19th, 1997 • STC Broadcasting Inc • 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
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
FIRST AMENDMENTSTC Broadcasting Inc • June 19th, 1997 • New York
ASSET PURCHASE AGREEMENT BY AND AMONG SMITH TELEVISION OF MICHIGAN, L.P., SMITH TELEVISION OF MICHIGAN LICENSE, L.P., SMITH TELEVISION OF ROCHESTER, L.P., SMITH TELEVISION OF ROCHESTER LICENSE, L.P., SMITH TELEVISION OF SALINAS- MONTEREY, L.P., AND...Asset Purchase Agreement • June 19th, 1997 • STC Broadcasting Inc • 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
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
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
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
1 EXHIBIT 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 28, 1997 by and between Sunrise Television Corp., a Delaware corporation (hereinafter, together with its successors,...Executive Employment Agreement • June 19th, 1997 • STC Broadcasting Inc • Texas
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
EXHIBIT 10.4 STC BROADCASTING, INC. 11% Senior Subordinated Notes due 2007 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTSTC Broadcasting Inc • June 19th, 1997 • New York
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
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 2.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 19th, 1997 • STC Broadcasting Inc
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • June 19th, 1997 • STC Broadcasting Inc • 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...Employment Agreement • June 19th, 1997 • STC Broadcasting Inc • Texas
3 4 court in which any claim which is subject to this Agreement is brought against HMCo or any other Indemnified Person.Monitoring and Oversight Agreement • June 19th, 1997 • STC Broadcasting Inc • Texas
RECITALSDeposit Escrow Agreement • June 19th, 1997 • STC Broadcasting Inc • New York
NBC LETTERHEAD]STC Broadcasting Inc • June 19th, 1997
1 EXHIBIT 10.29 SHAREHOLDERS' VOTING AGREEMENT THIS SHAREHOLDERS' VOTING AGREEMENT (this "Agreement") is made as of this 9th day of May, 1997, by and among STC Broadcasting, Inc., a Delaware corporation ("Purchaser"), WJAC Acquisition Corp., a...Shareholders' Voting Agreement • June 19th, 1997 • STC Broadcasting Inc • Pennsylvania
1 EXHIBIT 10.22 COLLECTIVE BARGAINING AGREEMENTCollective Bargaining Agreement • June 19th, 1997 • STC Broadcasting Inc
November 4, 1996 Mr. Robert N. Smith Smith Broadcasting Partners, L.P. c/o 3839 4th Street North Suite 420 St. Petersburg, FL 33703 Gentlemen: In reliance upon, among other things, this Letter Agreement, (a) STV Acquisition Company, a Delaware...STC Broadcasting Inc • June 19th, 1997 • Texas
b) NBC commits to supply sufficient programming throughout the term of this Agreement for the hours presently programmed by it (the "Programmed Time Periods"), which Programmed Time Periods are as follows (the specified times are all local time in...STC Broadcasting Inc • June 19th, 1997 • New York
2- 3 otherwise affected by this Agreement, and those acceptances shall remain in full force and effect. With respect to NBC programs outside the Programmed Time Periods (either offered or already contracted for pursuant to this Agreement), nothing...STC Broadcasting Inc • June 19th, 1997
1 EXHIBIT 10.24 COLLECTIVE BARGAINING AGREEMENTCollective Bargaining Agreement • June 19th, 1997 • STC Broadcasting Inc
1 EXHIBIT 10.21 [NBC TV NETWORK LETTERHEAD] March 20, 1996 Smith Television of Salinas Monterey License, L.P. and c/o KSBW 238 John Street Salinas, California 93901 RE: KSBW (Salinas, California) Gentlemen: The following shall comprise the agreement...STC Broadcasting Inc • June 19th, 1997 • New York
1 EXHIBIT 10.23 COLLECTIVE BARGAINING AGREEMENTCollective Bargaining Agreement • June 19th, 1997 • STC Broadcasting Inc
February 28, 1997STC Broadcasting Inc • June 19th, 1997
