0000950144-04-000007 Sample Contracts

Summit America agrees to sell Shop At Home minority interest, five TV stations to Scripps
Summit America Television Inc /Tn/ • January 2nd, 2004 • Retail-catalog & mail-order houses

NAPLES, FLORIDA and NASHVILLE, TENNESSEE– Summit America Television, Inc. has reached a definitive agreement for The E.W. Scripps Company (NYSE: SSP) to acquire Summit America, including Summit’s 30 percent minority interest in the Shop At Home television retailing network and its five Shop At Home-affiliated broadcast television stations.

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VOTING AGREEMENT
Voting Agreement • January 2nd, 2004 • Summit America Television Inc /Tn/ • Retail-catalog & mail-order houses • Ohio

VOTING AGREEMENT, dated as of December 18, 2003, between THE E.W. SCRIPPS COMPANY, an Ohio corporation (“Scripps”), and the persons listed on signature pages hereof (each, a “Shareholder” and, collectively, the “Shareholders”).

AGREEMENT AND PLAN OF MERGER between SUMMIT AMERICA TELEVISION, INC. and THE E.W. SCRIPPS COMPANY
Agreement and Plan of Merger • January 2nd, 2004 • Summit America Television Inc /Tn/ • Retail-catalog & mail-order houses • Ohio

This Agreement is made as of December 18, 2003, between The E.W. Scripps Company, an Ohio corporation (“Parent”), and Summit America Television, Inc., a Tennessee corporation (“Company”).

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