ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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NEW YORK TIMES CO | NYT BROADCAST HOLDINGS, LLC, | KAUT-TV, LLC, | LOCAL TV, LLC,

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Title: ASSET PURCHASE AGREEMENT
Governing Law: New York Date: 1/5/2007
Industry: Printing and Publishing Law Firm: Keystone Group, L.P.; Sector: Services

Exhibit 2.1

ASSET PURCHASE AGREEMENT

dated as of January 3, 2007

by and among

NYT BROADCAST HOLDINGS, LLC,

NEW YORK TIMES MANAGEMENT SERVICES,

NYT HOLDINGS, INC.,

KAUT-TV, LLC,

LOCAL TV, LLC,

OAK HILL CAPITAL PARTNERS II, L.P.

and

THE NEW YORK TIMES COMPANY

TABLE OF CONTENTS

		Page

ARTICLE I.	DEFINITIONS	2
1.1	Certain Definitions	2
1.2	Certain Additional Definitions	8
ARTICLE II.	PURCHASE AND SALE OF ASSETS	11
2.1	Purchase and Sale of Station Assets	11
2.2	Assumption of Liabilities	14
2.3	Consideration for Station Assets	16
ARTICLE III.	THE CLOSING	19
3.1	Time and Place	19
3.2	Closing Deliveries of the Sellers	19
3.3	Closing Deliveries of the Purchaser	21
3.4	Further Assurances	22
3.5	Assignment of Business Contracts and Business Licenses	22
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES OF THE SELLERS	23
4.1	Organization	23
4.2	Authority	23
4.3	No Violation; Third Party Consents	24
4.4	Government Consents	24
4.5	Equipment, Tangible Property, Condition of Station Assets	25
4.6	Intellectual Property and Proprietary Rights	25
4.7	Business Contracts	26
4.8	Business Licenses	26
4.9	Business Employees	27
4.10	Employee Benefit Plans	27
4.11	Financial Statements	27
4.12	Real Property	28
4.13	Litigation; Governmental Orders	29
4.14	Compliance with Laws	29
4.15	FCC Matters; Qualifications; Signal Broadcasts and Carriage	29

4.16	Labor Matters	31
4.17	Environmental Matters	32
4.18	Insurance	32
4.19	Taxes	33
4.20	Brokers	33
4.21	Sufficiency of and Title to Station Assets	33
4.22	Transactions with Affiliates	33
ARTICLE V.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	33
5.1	Organization	33
5.2	Authority	34
5.3	No Violation; Third Party Consents	34
5.4	Governmental Consents	34
5.5	Litigation	35
5.6	FCC Qualifications	35
5.7	Brokers	35
5.8	Financing	35
5.9	Solvency	36
5.10	Other Interests	36
ARTICLE VI.	COVENANTS AND AGREEMENTS	36
6.1	Conduct of Business	36
6.2	Access and Information	39
6.3	Confidentiality	40
6.4	Further Actions	40
6.5	Fulfillment of Conditions by the Sellers	43
6.6	Fulfillment of Conditions by the Purchaser	43
6.7	Publicity	43
6.8	Transaction Costs	43
6.9	Employees and Employee Benefit Matters	44
6.10	Retention of and Access to Records	48
6.11	Notification of Certain Matters	48
6.12	Control Prior to Closing	49
6.13	Environmental Surveys	49

6.14	Real Property Surveys and Title Commitments	49
6.15	Estoppel Certificates	50
6.16	No Shop	50
6.17	Financial Information	50
6.18	Cooperation with Financing	52
6.19	Transition Services Agreement	53
6.20	Non-Broadcast Licenses	53
ARTICLE VII.	CLOSING CONDITIONS	53
7.1	Conditions to Obligations of the Purchaser	53
7.2	Conditions to Obligations of the Sellers	54
ARTICLE VIII.	INDEMNIFICATION	55
8.1	Survival	55
8.2	Indemnification by the Purchaser	56
8.3	Indemnification by the Sellers	56
8.4	Notification of Claims	56
8.5	Limitations	57
8.6	Treatment of Indemnity Benefits	59
8.7	Exclusive Remedy	59
ARTICLE IX.	TERMINATION	59
9.1	Termination	59
9.2	Effect of Termination	60
9.3	Specific Performance	61
ARTICLE X.	MISCELLANEOUS	61
10.1	Notices	61
10.2	Attorneys’ Fees and Costs	62
10.3	Assignment	62
10.4	Amendments and Waiver	63
10.5	Entire Agreement	63
10.6	Representations and Warranties Exclusive	63
10.7	No Third Party Beneficiary	64
10.8	Governing Law	64
10.9	Neutral Construction	64
10.10	Severability	64

10.11	Bulk Sales Laws	64
10.12	Heading; Interpretation; Schedules and Exhibits	64
10.13	Consent to Jurisdiction and Service of Process	65
10.14	Waiver of Jury Trial	65
10.15	Guaranties	66
10.16	Counterparts	66

List of Schedules and Exhibits

Schedule		Description
1.1(e)		Computation of Broadcast Cash Flow
1.1(i)		Capital Expenditures Planned for 2006
1.1(dd)		List of Individuals - Knowledge of the Sellers
1.1(kk)		Permitted Encumbrances
2.1(b)(xiv)		Contracts with Affiliates
2.1(c)(vi)		Nontransferable Business Licenses
2.1(c)(xiv)		Certain Excluded Assets
2.2(c)(viii)		Certain Liabilities to Affiliates
2.3(b)		Illustrative Calculation of Working Capital
4.3		Third Party Consents – the Sellers
4.4(ii)		Material Filings/Approvals Required Under Communications Act
4.4(iii)		Government Consents – Other Consents
4.5(a)		Material Equipment and Tangible Personal Property
4.5(b)		Condition of Tangible Station Assets
4.6(a)		Exceptions to Registered Intellectual Property
4.6(b)		Business Intellectual Property – Claims
4.6(c)		Business Intellectual Property – Infringement
4.6(d)		Intellectual Property – Contracts
4.7(a)		Material Business Contracts
4.7(b)		Material Business Contracts - Exceptions to Enforceability
4.8		Material Business Licenses
4.9		Business Employees
4.10		Benefit Plans
4.11(a)		Financial Statements
4.11(b)		Change in Business
4.11(d)		Capital Expenditures Made in 2006
4.12(a)		Owned Real Property
4.12(b)		Leased Real Property
4.12(c)		Encumbrances
4.12(d)		Real Property – Improvements
4.13(a)		Litigation – the Sellers
4.13(b)		Governmental Orders – the Sellers
4.14		Exceptions to Compliance with Laws
4.15(a)		FCC Licenses and Pending FCC Applications
4.15(b)		FCC Compliance
4.15(e)		MVPDs
4.15(g)		Antenna Structure Registrations
4.15(h)		Certain MVPDs
4.16(a)		Labor Strikes
4.17		Environmental Matters
4.19		Tax Matters
4.21		Sufficiency of Assets
4.22(a)		Transactions with Affiliates
4.22(b)		Termination of Affiliate Contracts

4.22(c)		Exceptions – Termination of Affiliate Contracts
5.3		Third Party Consents – the Purchaser
5.5		Litigation – the Purchaser
6.1		Conduct of Business
6.1(a)(vii)		Capital Expenditures Budget
6.1(b)(vii)		Contracts or Commitments to Dispose of Station Assets
6.9(a)		Compensation
6.15		Real Property – Estoppel Certificates
7.1(f)		Required Consents

*********************

Exhibit A		Bill of Sale
Exhibit B		Assignment and Assumption Agreement
Exhibit C-1		Assignment and Assumption for Leases
Exhibit C-2		Deeds
Exhibit D-1		Domain Name Assignment
Exhibit D-2		Trademark Assignment
Exhibit E		Assignments and Assumptions for FCC Licenses
Exhibit F		Officer’s Certificate of the Sellers
Exhibit G		Secretary’s Certificate of the Sellers
Exhibit H		Officer’s Certificate of the Purchaser
Exhibit I		Secretary’s Certificate of the Purchaser

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of January 3, 2007, by and among NYT Broadcast Holdings, LLC, a Delaware limited liability company (“ NYTBH ”), New York Times Management Services, a Massachusetts business trust (“ NYTMS ”), NYT Holdings, Inc., an Alabama corporation (“ NYTH ”), KAUT-TV, LLC, a Delaware limited liability company (“ KAUT ”, and together with NYTBH, NYTMS and NYTH, each a “ Seller ” and collectively the “ Sellers ”), Local TV, LLC, a Delaware limited liability company (the “ Purchaser ”), and, solely for purposes of Sections 10.1, 10.2, 10.3, 10.8, 10.13, 10.14 and 10.15, Oak Hill Capital Partners II, L.P., a Delaware limited partnership (the “ Purchaser Guarantor ”), and The New York Times Company, a New York corporation (“ NYT ”).

WHEREAS , NYTBH owns and operates the television broadcast stations listed on Schedule A hereto (with the exception of KAUT-TV, which is owned and operated by KAUT) (collectively, the “ Stations ”) pursuant to certain authorizations issued by the United States Federal Communications Commission (the “ FCC ”) to NYTMS (such ownership and operations, including all revenue generating operations conducted at the Stations, collectively, the “ Business ”);

WHEREAS , NYTH, through its WHNT-TV Real Property division, is owner of certain of the Owned Real Property (as defined herein), as specified on Schedule 4.12(a) ;

WHEREAS , the Purchaser desires to purchase from each of the Sellers, and each of the Sellers desires to sell to the Purchaser, all assets owned, used or held for use by such Seller primarily to conduct the operations of the Business (other than the Excluded Assets), and in connection therewith, the Purchaser has agreed to assume certain liabilities of each of the Sellers relating to the Business, all upon the terms and subject to the conditions set forth herein (such transaction sometimes being referred to herein as the “ Asset Purchase ”);

WHEREAS, the Purchaser desires to retain the Sellers to provide to the Purchaser, and the Sellers desire to provide to the Purchaser, certain transitional services necessary to conduct the operations of the Business;

WHEREAS , the prior consent of the FCC is required to permit the consummation of the transactions contemplated hereby; and

WHEREAS , the Sellers and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Asset Purchase, all as more fully set forth herein.

NOW, THEREFORE , in consideration of the foregoing premises, the mutual covenants, promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties hereto hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Certain Definitions . For all purposes of and under this Agreement, the following terms shall have the respective meanings set forth below:

(a) “ Action ” means any claim, action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or other investigation.

(b) “ Affiliate ” means, as applied to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with, that Person, (ii) any other Person that owns or controls 10% or more of any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of that Person or any of its Affiliates, or (iii) any director, partner, member, officer, manager, agent, employee or relative of such Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities, by contract or otherwise.

(c) “ Broadcast Cash Flow Deficiency ” means, if the Broadcast Cash Flow for 2006 is less than $52,300,962, the difference between $52,300,962 and the Broadcast Cash Flow for 2006.

(d) “Broadcast Cash Flow Deficiency Purchase Price Adjustment ” means the product of 13.2 multiplied by the sum of (A) the Broadcast Cash Flow Deficiency and (B) $662,038.

(e) “ Broadcast Cash Flow for 2006 ” means operating income as reported on the statement of operations included in the Audited Financial Statements for the fiscal year ended December 31, 2006, (A) reduced by the sum of all 2006 annual FCC regulatory fee charges and (B) increased by the sum of depreciation, amortization of intangibles, corporate allocations, SSC allocations, broadcast group administration expenses, non-recurring loss/(gain) and equity compensation included in the expenses of such statement of operations. For the avoidance of doubt, any equity compensation already included in the corporate allocations, SSC allocations or broadcast group administration expenses shall only be added once in the calculation of (B) above. For illustrative purposes, a computation of Broadcast Cash Flow for the fiscal year ended December 25, 2005 and of projected Broadcast Cash Flow for the fiscal year ended December 31, 2006, is attached hereto as Schedule 1.1(e) .

(f) “ Business Day ” means any weekday (Monday through Friday) on which commercial banks in New York, New York are open for business.

(g) “ Business Intellectual Property ” means (i) the Intellectual Property that is used or held for use primarily for the operation of the Business as currently conducted, including without limitation, all Intellectual Property set forth on Schedule 4.6(a) ;

and (ii) the Intellectual Property that is allocated to, or installed or specifically used on, hardware used or held for use primarily for the operation of the Business ( e.g ., instances or copies of software applications allocated to, or installed or specifically used on, hardware used primarily for the operation of the Business).

(h) “ Capital Expenditures Deficiency ” means the sum of all capital expenditures which Sellers are obligated to have made pursuant to Section 6.1(a)(vii) or Section 6.1(a)(viii) and which Sellers shall not have made as of the Closing.

(i) “ Capital Expenditures Planned for 2006 ” means the capital expenditures Sellers planned for the digital upgrades of television stations WHNT and WHO in 2006, which expenditures are set forth on Schedule 1.1(i) .

(j) “ Communications Act ” means the Communications Act of 1934, as amended, any successor statute thereto, and all rules, regulations and published policies of the FCC promulgated thereunder.

(k) “ Confidentiality Agreement ” means the confidentiality agreement entered into by Oak Hill Capital Partners, II, L.P. and NYT dated September 19, 2006.

(l) “ Contract ” means any contract, agreement, non-governmental license, sales and purchase orders, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, concession agreement, security interest, guaranty, binding commitment or other agreement.

(m) “ Deferred Capital Expenditures ” means the difference between the Capital Expenditures Planned for 2006 and the Capital Expenditures Made in 2006.

(n) “ Encumbrance ” means any security interest, pledge, mortgage, lien, charge, adverse claim of ownership or use, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other encumbrance of any kind or character.

(o) “ Environmental Law ” means any applicable law, order, regulation, decree, permit, license, ordinance, or other federal, state, county, provincial, local or foreign governmental requirements in effect prior to and as of the Closing Date relating to pollution, the protection of human health and the environment, or the discharge or Release of any Hazardous Substance into the environment.

(p) “ Equipment ” means all machinery, equipment, computers, motor vehicles, aircraft, furniture, fixtures, furnishings, toolings, Transmission Equipment, tools, parts and supplies, inventory, advertising and promotional materials, blank films, tapes, telecommunications equipment and all other items of tangible personal property (other than those included in the Excluded Assets) that are owned, leased, used or held for use by any of the Sellers or any of their Affiliates primarily in the Business (other than such items that are no longer in use and which have been replaced by other property).

(q) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

(r) “ FCC Consent ” means the consent and other actions of the FCC (including any action duly taken by the FCC’s staff pursuant to delegated authority) granting consent to the assignment of the FCC licenses in connection with the transactions contemplated this Agreement.

(s) “ FCC Licenses ” means all FCC licenses, permits, special temporary authorizations and any other authorizations, including without limitation those identified in Schedule 4.15(a) , issued by the FCC to NYTMS for use in the operation of the Stations (together with any renewals, extensions, additions, deletions or modifications thereto obtained, approved or applied for between the date hereof and the Closing Date and any applications for new FCC Licenses between the date hereof and the Closing Date).

(t) “ Final Order ” means an action by the FCC (including any action duly taken by the FCC’s staff acting pursuant to delegated authority) (i) that has not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended, (ii) with respect to which no request for stay, motion or petition for rehearing, reconsideration or review, or application or request for review or notice of appeal or sua sponte review by the FCC is pending, and (iii) as to which the time for filing any such request, motion, petition, application, appeal or notice, and for the entry of orders staying, reconsidering or reviewing on the FCC’s own motion has expired.

(u) “ GAAP ” means generally accepted accounting principles in the United States.

(v) “ Governmental Authority ” means any government, any governmental entity, department, commission, board, agency or instrumentality, and any court, tribunal, or judicial body, in each case whether federal, state, county, provincial, local or foreign.

(w) “ Governmental Order ” means any Law, order, judgment, injunction, decree, stipulation or determination issued, promulgated or entered by or with any Governmental Authority of competent jurisdiction.

(x) “ Hazardous Substance ” means petroleum, petroleum by-products, polychlorinated biphenyls and any other chemicals, materials, substances or wastes which are currently defined or regulated as toxic or hazardous to human health or the environment under any Environmental Law, including, without limitation, those defined or regulated as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “toxic air pollutants,” “hazardous air pollutants,” “pollutants,” or “contaminants”.

(y) “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

(z) “ Income Tax ” means any federal, state, county, provincial, local or foreign income, business profits or other similar Tax, any withholding or estimated Tax related thereto, any interest and penalties (civil or criminal) thereon or additions thereto, and any expenses incurred in connection with the determination, settlement or litigation of any Liabilities related to any such Tax.

(aa) “ Intellectual Property ” means any (i) patents, patent disclosures and related improvements, (ii) trademarks, service marks, trade dress, logos, trade names, jingles, slogans, corporate names and telephone numbers containing or reflecting any of the foregoing, along with any associated goodwill, (iii) copyrights, copyrightable works and works of authorship (including advertisements, commercials and promotional materials), (iv) trade secrets and confidential business information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, research and development information, software, drawings, specifications, designs, plans, proposals, technical data, processes, techniques, databases, financial, marketing and business data, pricing and cost information, business and marketing plans, and past and present customer, advertiser, website visitor, and supplier lists and information), (v) URLs, domain names and Internet web sites, including all content and materials displayed on and/or accessible through such sites, (vi) copies and tangible embodiments of any of the foregoing (in whatever form or medium), and (vii) licenses granting any rights with respect to any of the foregoing (including, without limitation, public performance licenses), (viii) registrations and applications to register any of the foregoing, if applicable, and (ix) rights to sue with respect to past, current and future infringements of any of the foregoing.

(bb) “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, any successor statute thereto, and the rules and regulations promulgated thereunder.

(cc) “ IRS ” means the United States Internal Revenue Service, and any successor agency thereto.

(dd) “ Knowledge of the Sellers ,” “ Sellers’ Knowledge ,” and phrases of similar import mean, with respect to any matter in question relating to the Sellers, the actual (but not constructive or implied) knowledge of such matter by any general manager or finance manager of a Station at the time the representation is made or deemed made, and the named individuals listed on Schedule 1.1(dd) , in each case without obligation of inquiry.

(ee) “ Law ” means any federal, state, country, provincial, local or foreign statute, law, ordinance, regulation, rule, code or rule of common law.

(ff) “ Liability ” means any indebtedness, obligation and other liability with respect to the Business or the Station Assets (whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due), including, any fine, penalty, judgment, award or settlement respecting any judicial, administrative or arbitration proceeding, damage, loss, claim or demand with respect to any Law.

(gg) “ License ” means any franchise, approval, permit, order, authorization, consent, license, registration or filing, certificate, variance and any other similar right obtained from or filed with any Governmental Authority.

(hh) “ Material Adverse Effect ” means a material adverse effect on (a) the financial condition, assets, or results of operations of the Business, taken as a whole; provided , however , that any material adverse effect primarily attributable to (i) any event, state of facts or circumstances or development affecting the television broadcast industry generally (including legislative or regulatory matters), and not disproportionately affecting the Business relative to other businesses operating in the same industry, (ii) general economic conditions, including any downturn caused by terrorist activity and not disproportionately affecting the Business relative to other businesses operating in the same industry, (iii) the announcement of this Agreement or the pendency of the transactions contemplated hereby, or (iv) the taking of any action by Sellers required by the terms hereof, in each case shall not constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred; or (b) the ability of any Seller to perform its obligations under this Agreement or any Operative Agreement.

(ii) “ Organizational Documents ” means, with respect to any Person (other than an individual), the articles or certificate of incorporation, bylaws, certificate of formation, limited liability company operating agreement, and all other organization documents of such Person.

(jj) “ Operative Agreements ” means, collectively, (i) the Bill of Sale, (ii) the Assignment and Assumption, (iii) the Assignments and Assumptions for Leases, (iv) the Deeds, (v) the Assignments and Assumptions for Business Intellectual Property Rights, (vi) the Assignments and Assumptions for FCC Licenses, (vii) the Assignments and Assumptions for Motor Vehicles, (viii) the Other Assignments and Assumptions, if any, and (ix) the Transition Services Agreement, if any.

(kk) “ Permitted Encumbrances ” means, as to any Station Asset: (A) liens for Taxes, assessments and governmental charges not yet due and payable or that are being contested in good faith; (B) zoning laws and ordinances and similar Laws that are not materially violated by any existing improvement and that do not materially impair the present use of the applicable Station Assets subject thereto as currently used; (C) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits); (D) in the case of any leased asset, (i) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any lessor or any Encumbrance that the applicable lease is subject to, provided that any such matters

do not materially impair the present use of the applicable Station Assets subject thereto, (ii) any statutory Encumbrance for amounts that are not yet due and payable or that are being contested in good faith and (iii) the rights of the grantor of any easement or any Encumbrance granted by such grantor on such easement property, provided that any such matters do not materially impair the present use of the applicable Station Assets subject thereto; (E) statutory Encumbrances of landlords and Encumbrances of carriers, warehousemen, mechanics, materialmen and other Encumbrances imposed by law for amounts that are not yet due and payable or that are being contested in good faith; (F) Encumbrances created by or through the Purchaser or any of its Affiliates; (G) minor defects of title, easements, rights-of-way, restrictions and other Encumbrances (excluding monetary Encumbrances that arise by, through or under the Sellers unless such monetary Encumbrances do not exceed $5,000 individually, or $25,000 in the aggregate, and a Seller undertakes to pay such claim), provided that any such matters do not materially impair the present use of the applicable Station Assets subject thereto; and provided , further , that, with respect to Real Property, any such matter shall not prevent title from being insurable at standard rates by a national title insurance underwriter; (H) states of facts an accurate survey or physical inspection would show, provided such facts do not materially impair the present use of the applicable Real Property; (I) Encumbrances set forth on Schedule 1.1(kk) that are noted as being Encumbrances that will be released prior to or as of the Closing Date and other Encumbrances that shall be released at Closing; and (J) Encumbrances set forth on Schedule 1.1(kk) or shown on the Title Commitments (excluding monetary Encumbrances that arise by, through or under the Sellers unless such monetary Encumbrances do not exceed $5,000 individually, or $25,000 in the aggregate, and a Seller undertakes to pay such claim), provided such Encumbrances do not materially impair the use of the applicable Station Assets subject thereto, and provided , further , that, with respect to Real Property, any such Encumbrances shall not prevent title from being insurable at standard rates by a national title insurance underwriter.

(ll) “ Person ” means any individual, general or limited partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

(mm) “Primary FCC Licenses” means those FCC Licenses that are not Non-Broadcast FCC Licenses.

(nn) “ Program Rights ” means the rights of the Business presently existing or obtained after the date of this Agreement and prior to the Closing Date in accordance with the terms of this Agreement, (y) to broadcast television programs or shows as part of the programming, including all film and program barter agreements, sports rights agreements, news rights or service agreements, and syndication agreements related to the Business and (z) to produce, rebroadcast, or sell any broadcast television program on any other station that is not a Station hereunder (including without limitation WBQD-LP, WOLF-TV, and WWLF-TV) or to provide any services to any such station, in each case involving annual payments in excess of $50,000.

(oo) “ Real Property ” means the Leased Real Property, the Owned Real Property and the Other Real Property Interests.

(pp) “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of a Hazardous Substance into the environment.

(qq) “ Subsidiary ” means (unless otherwise indicated), with respect to a Person, any other Person in which such Person has a direct or indirect equity interest in excess of 50%.

(rr) “ Tax ” means any federal, state, local or foreign income, gross receipts, sales, use, ad valorem, employment, severance, transfer, gains, profits, excise, franchise, property, capital stock, premium, minimum and alternative minimum or other taxes, fees, levies, duties, assessments or charges of any kind or nature whatsoever imposed by any Governmental Authority (whether payable directly or by withholding), together with any interest, penalties (civil or criminal), additions to, or additional amounts imposed by, any Governmental Authority with respect thereto, and any expenses incurred in connection with the determination, settlement or litigation of any Liability therefor.

(ss) “ Tax Return ” means a report, return or other information required to be supplied to a Governmental Authority with respect to any Tax.

(tt) “ Transmission Equipment ” means all analog, digital and other equipment owned, leased, used or held for use in the Business, including the antenna, transmitter and all associated transmission equipment, lines and facilities.

1.2 Certain Additional Definitions . For all purposes of and under this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below:

Term		Section
Acquisition Transaction		6.16
Additional Financial Statements		6.17(c)
Adjustment Time		2.3(b)(i)
Agreement		Preamble
Asset Purchase		Preamble
Assignment and Assumption		3.2(a)(ii)
Assignments and Assumptions for Leases		3.2(a)(iii)
Assignment and Assumption for FCC Licenses		3.2(a)(vi)
Assignments and Assumptions for Motor Vehicles		3.2(a)(vii)
Assignments and Assumptions for Business Intellectual Property Rights		3.2(a)(v)

Term		Section
Assumed Liabilities		2.2(b)
Audit Opinion		6.17(a)(ii)
Audited Financial Statements		6.17(a)
Benefit Plan(s)		4.10(a)
Bill of Sale		3.2(a)
Business		Preamble
Business Contract(s)		2.1(b)(vii)
Business Employee(s)		4.9
Business License(s)		2.1(b)(vi)
Cap		8.5
Capital Expenditures Budget		6.1(a)
Capital Expenditures Made in 2006		4.11(d)
Capital Lease		2.2(c)(ii)
Closing		3.1
Closing Balance Sheet		2.3(b)
Closing Date		3.1
Closing Working Capital		2.3(b)
COBRA		6.9(f)
Commitment Letters		5.8
Damages		8.2
Deductible		8.5
Deeds		3.2(a)(iv)
DOJ		6.4(f)
Employment Agreement		6.9(b)
Estimated Closing Balance Sheet		2.3(b)
Estimated Working Capital		2.3(b)
Excluded Assets		2.1(c)
Excluded Liabilities		2.2(c)
FCC		Preamble
FCC Applications		6.4(b)
Financial Statements		4.11(a)
Financing		5.8
First Quarter Interim Financial Statements		6.17(b)
FTC		6.4(f)
Indemnified Party		8.4(a)
Indemnifying Party		8.4(a)
Indemnity Notice Period		8.4(b)
Indemnity Response		8.4(c)
Independent Accountant		2.3(b)

Term		Section
Independent Contractor Agreement		6.9(b)
Latest Balance Sheet		4.11(a)
Latest Balance Sheet Date		4.11(a)
Leased Real Property		2.1(b)(ii)
Liquidated Damages		9.2(a)
Material Business Contract(s)		4.7(a)
Material Business License(s)		4.8
MVPD		4.15(e)
Non-Broadcast FCC Licenses		6.20
Notice of Claim		8.4(a)
Notice of Disagreement		2.3(b)
NYT		Preamble
NYTMS		Preamble
Other Assignments and Assumptions		3.2(a)(viii)
Other Real Property Interests		2.1(b)(iii)
Owned Real Property		2.1(b)(i)
Phase I Reports		6.13
Phase II Reports		6.13
Present Fair Salable Value		5.9
Purchase Price		2.3(a)
Purchaser		Preamble
Purchaser’s 401(k) Plan		6.9(g)
Purchaser Indemnified Party		8.3
Real Property Leases		2.1(b)(ii)
Registered Intellectual Property		4.6
Renewal Applications		6.4(c)
Second Quarter Interim Financial Statements		6.17(c)
Seller’s Indemnified Party		8.2
Seller’s Organizational Documents		4.1
Sellers’ 401(k) Plan		6.9(g)
Short Term Agreement		4.7(a)
Solvency		5.9
Solvent		5.9
Statement of Working Capital		2.3(b)
Stations		Preamble
Station Assets		2.1(b)
Surveys		6.14
Termination Date		9.1(b)
Title Commitments		6.14

Term		Section
Transferred Employees		6.9(a)
Transition Services		6.19
Transition Services Agreement		6.19
Working Capital		2.3(b)
Working Capital Target		2.3(b)

ARTICLE II.
PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale of Station Assets .

(a) Purchase and Sale . Upon the terms and subject to the conditions set forth herein, at the Closing the Purchaser shall purchase from each of the Sellers, and each of the Sellers shall irrevocably sell, convey, transfer, assign and deliver to the Purchaser, free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of such Sellers, and subject to Section 2.1(e), of any Affiliate of the Sellers, in and to the Station Assets of such Seller or such Affiliate of the Seller.

(b) Station Assets . For all purposes of and under this Agreement, the term “ Station Assets ” shall mean, refer to and include, collectively, all real, personal and mixed assets, rights, benefits and privileges, both tangible and intangible, of every kind, nature and description, that are owned, leased, used or held for use by any Seller or any Affiliate of any Seller primarily in connection with the Business (other than the Excluded Assets), including the following assets existing on the date of this Agreement and all other assets acquired by any Seller or any Affiliate of any Seller for use in the Business between the date hereof and the Closing in accordance with the terms of this Agreement:

(i) all parcels of real property, as more fully described in Schedule 4.12(a) hereto (the “ Owned Real Property ”), and all the rights arising out of the ownership thereof or appurtenant thereto, including all rights, privileges, grants and easements appurtenant to any Seller’s interest in the Owned Real Property, together with all buildings, structures, facilities, fixtures and other improvements thereto;

(ii) all lease(s) of real property (the “ Real Property Leases ”), as more fully described in Schedule 4.12(b) , as to which a Seller is the lessee (the real property demised by a Real Property Lease, together with all buildings, structures, facilities, fixtures and other improvements leased by such Seller pursuant to a Real Property Lease, being called, the “ Leased Real Property ”);

(iii) all easement(s), license(s) and other rights of any Seller in and to real property (the “ Other Real Property Interests ”);

(iv) all Equipment;

(v) the FCC Licenses;

(vi) all licenses, permits and authorizations issued by any Governmental Authority or private organization possessed by any Seller and required for the operation of the Business and/or use of the Station Assets and all rights thereunder other than the FCC Licenses (each a “ Business License ” and, collectively, the “ Business Licenses ”);

(vii) all Contracts (other than Real Property Leases, which are covered by Section 2.1(b)(ii)) to which a Seller is a party pertaining to the operation of the Business and/or use of the Station Assets and all rights thereunder (A) that are in effect on the date of this Agreement and on the Closing Date and are Material Business Contracts and listed in Schedule 4.7(a) hereto, (B) that are in effect on the date of this Agreement and on the Closing Date, were entered into in the ordinary course of business and are not required to be listed as a Material Business Contract in Schedule 4.7(a) pursuant to Section 4.7(a), (C) that are entered into between the date hereof and the Closing as permitted by and subject to the terms of this Agreement, and (D) that the Purchaser agrees in writing to assume, including pursuant to Section 2.1(d) (all of such Contracts, together with the Real Property Leases, each a “ Business Contract ” and, collectively, “ Business Contracts ”);

(viii) to the extent used or held for use primarily in the Business, all management and other systems (including computers and peripheral equipment), databases (including databases of past, present, and potential users and purchasers of Station-offered products, services, advertisements, sponsorships, other paid or bartered placements, web sites, or any other media or events offered by the Stations), computer software, computer disks, computer tapes and similar assets and all licenses and rights in relation thereto;

(ix) all books and records maintained by any Seller primarily for the operation of the Business including, to the extent permitted by applicable Law, employment records of the Transferred Employees;

(x) the Business Intellectual Property;

(xi) accounts, accounts receivable and notes receivable relating to the Business as of the Closing Date other than any such accounts or receivables due from any Affiliate of the Sellers (any such accounts or receivables due from any Affiliate of the Sellers will not be reflected on the Closing Balance Sheet and will not be taken into consideration in the determination of Closing Working Capital);

(xii) all prepaid expenses, charges and deposits paid by the Sellers prior to the Closing Date in respect of the Business and pertaining to periods commencing on or after the Closing Date to the extent reflected on the Closing Balance Sheet and taken into consideration in the determination of Closing Working Capital;

(xiii) all of any Seller’s rights, claims, credits, causes of action or rights of set-off against third parties relating to the Business or the Station Assets, including claims pursuant to all warranties, representations and guarantees made by

suppliers, manufacturers, contractors and other third parties in connection with products or services purchased by or furnished to such Seller for use in the Business or affecting any of the Station Assets;

(xiv) those Contracts listed in Schedule 2.1(b)(xiv) between any Seller and an Affiliate of any Seller relating primarily to the operation of the Business or the use of any Station Assets; and

(xv) all goodwill associated with the Business or the Station Assets.

(c) Excluded Assets . Notwithstanding anything to the contrary herein, no Seller shall convey, assign, or transfer to the Purchaser, and the Purchaser shall not acquire or have any rights to acquire, any assets (the “ Excluded Assets ”) of such Seller specifically described in this Section 2.1(c). The following shall constitute Excluded Assets:

(i) all cash, cash equivalents and securities of any Seller, except to the extent reflected on the Closing Balance Sheet and taken into consideration in the determination of Closing Working Capital;

(ii) all bank and other depository accounts of any Seller, except to the extent reflected on the Closing Balance Sheet and taken into consideration in the determination of Closing Working Capital;

(iii) the capital stock of all subsidiaries of any Seller and of any Affiliates of NYT and all corporate, organizational or tax records and tax returns and minute books of the Sellers and such companies;

(iv) all refunds of Taxes that are Excluded Liabilities;

(v) any and all assets, whether real or personal, tangible or intangible, of the Sellers or their Affiliates not used or held for use primarily in the Business;

(vi) the nontransferable Business Licenses and other nontransferable items listed in Schedule 2.1(c)(vi) ;

(vii) all Business Insurance Policies (including, without limitation, title insurance policies) or other insurance policies relating to the Business, any refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies applicable to the Business, and any claims made under any such insurance policies;

(viii) subject to Section 6.9, rights in or to any assets associated with or allocated to the Benefit Plans, including assets associated with or allocated to Transferred Employees under The New York Times Companies Supplemental Retirement and Investment Plan and The New York Times Companies Pension Plan and

all personal services contracts except, in the case of personal services contracts, as specifically provided in Section 6.9(b);

(ix) management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets and the licenses and related rights that are non-transferable or non-assignable or are not used or held for use primarily in the Business;

(x) any Intellectual Property (A) that is not Business Intellectual Property, or (B) that is Business Intellectual Property and consists of trademarks, trade names, URLs and/or domain names that include the words “The New York Times,” or “Times Company,” or any variations thereof;

(xi) all intercompany debts and other obligations due to a Seller from any Affiliates of any Seller (which will not be reflected on the Closing Balance Sheet and will not be taken into consideration in the determination of Closing Working Capital) and all Contracts between any Seller and an Affiliate of any Seller except those listed in Schedule 2.1(b)(xiv) ;

(xii) any rights to receive corporate and other services provided to the Business by NYT or any of its Affiliates;

(xiii) all rights of any Seller under this Agreement, a Seller’s right to the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by a Seller or the Purchaser in connection with the transactions contemplated hereby, or any side agreement between any Seller and the Purchaser entered into on or after the date of this Agreement; and

(xiv) the assets and rights expressly set forth on Schedule 2.1(c)(xiv) .

(d) Certain Contracts . If, prior to or after Closing, a Seller notifies the Purchaser that one or more Contracts that were in effect on the date of this Agreement and the Seller intended to be listed in Schedule 4.7(a) were inadvertently omitted, then, subject to the Purchaser’s prior written consent (which shall not be unreasonably withheld), such Contract or Contracts shall for all purposes of this Agreement be deemed to be a Business Contract included in the Station Assets.

(e) Assets Owned by Affiliates of the Sellers . To the extent any Station Assets are owned, leased, used or held for use by an Affiliate of a Seller, the Sellers shall cause such Affiliate to transfer all of such Station Assets either to the Sellers prior to Closing or directly to the Purchaser at Closing.

2.2 Assumption of Liabilities .

(a) Assumption . Upon the terms and subject to the conditions set forth herein, at the Closing the Purchaser shall assume from each of the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms),

and each of the Sellers shall irrevocably convey, transfer and assign to the Purchaser, all of the Assumed Liabilities (as defined below) of such Seller.

(b) Assumed Liabilities . For all purposes of and under this Agreement, the term “ Assumed Liabilities ” shall mean, refer to and include only the following: all Liabilities (i) under FCC Licenses and Business Licenses included in the Station Assets arising out of or related to the ownership, operation or conduct of the Business on and after the Closing Date (except to the extent such Liabilities are attributable to the period prior to the Closing Date), (ii) under Business Contracts included in the Station Assets pursuant to Section 2.1(b)(vii) arising out of or related to the ownership, operation or conduct of the Business on and after the Closing Date (except to the extent such Liabilities are attributable to the period prior to the Closing Date), and (iii) arising out of or relating to the operation by the Purchaser of the Business and/or the Station Assets (but only to the extent such Liabilities are attributable to the period on or after the Closing Date), excluding in each instance any such Liabilities that constitute Excluded Liabilities (as defined below), and (iv) to the extent taken into consideration in the determination of Closing Working Capital.

(c) Excluded Liabilities . The Purchaser shall not assume or be liable for (and Assumed Liabilities shall not mean, refer to or include) any Liabilities of any Seller, their Affiliates or any other Person other than the Assumed Liabilities (the “ Excluded Liabilities ”), including, without limitation, the following:

(i) Liabilities of a Seller or its Affiliates under any Benefit Plan, except to the extent specifically assumed by the Purchaser pursuant to Section 6.9 hereof or to the extent taken into consideration in the determination of Closing Working Capital;

(ii) Liabilities or indebtedness for borrowed money or arising under leases that are treated as capital leases under GAAP (“ Capital Leases ”);

(iii) Liabilities for the compensation of all Business Employees for periods of service prior to the Closing Date (except to the extent specifically assumed by the Purchaser pursuant to Section 6.9 or to the extent taken into consideration in the determination of Closing Working Capital) and Liabilities relating to former employees of the Business and Business Employees who are not Transferred Employees;

(iv) Liabilities for Income Taxes of a Seller or any of its Affiliates and any other Tax attributable to the Business or the Station Assets prior to the Closing Date, except to the extent taken into consideration in the determination of Closing Working Capital;

(v) Liabilities of a Seller in respect of transaction costs payable by it pursuant to the terms of this Agreement;

(vi) Liabilities of a Seller not arising out of or relating to the Business or the Station Assets;

(vii) Liabilities of a Seller arising out of or relating to (A) any Contracts that are not Business Contracts or (B) any of the Excluded Assets;

(viii) Liabilities to any Affiliate of the Sellers except as set forth in Schedule 2.2(c)(viii) ;

(ix) Liabilities of a Seller, its Affiliates or any other Person arising out of or relating to the ownership, operation or conduct of the Business or the Station Assets prior to the Closing Date, including Liabilities arising under Environmental Laws, whether or not described in the disclosure schedules, other than Liabilities taken into consideration in the determination of Closing Working Capital; and

(x) Liabilities arising out of any Intellectual Property that is not Business Intellectual Property.

2.3 Consideration for Station Assets .

(a) Consideration . Subject to Section 2.3(b) and Section 2.3(c), the aggregate consideration to the Sellers for the Station Assets shall be (i) $575,000,000 in cash, subject to adjustment as provided in Section 2.3(b) (the “ Purchase Price ”) and (ii) the assumption by the Purchaser of the Assumed Liabilities pursuant to Section 2.2. Prior to the Closing Date, the Purchaser and the Sellers shall agree in good faith as to the portion of the Purchase Price that is to be paid by the Purchaser to each of the Sellers as consideration for the Station Assets being sold by such Seller.

(b) Working Capital Adjustment.

(i) For all purposes of and under this Agreement, the term “ Working Capital ” shall mean (A) the aggregate value of the current assets of the Business included within the Station Assets, minus (B) the sum of (x) the aggregate value of the current liabilities of the Business included within the Assumed Liabilities, each calculated as of 11:59 pm on the day immediately preceding the Closing Date (the “ Adjustment Time ”), in accordance with GAAP applied in a manner consistent with the preparation of the Financial Statements and (y) the Capital Expenditures Deficiency. For the purpose of clarity, an illustrative calculation of Working Capital, calculated based on the Latest Balance Sheet, is attached hereto as Schedule 2.3(b) .

(ii) Not more than five (5) Business Days, but in no event less than two (2) Business Days, before the Closing, the Sellers shall in good faith prepare and deliver to the Purchaser an estimated unaudited combined balance sheet of the Business (“ Estimated Closing Balance Sheet ”), dated as of the day immediately preceding the Closing, setting forth the Sellers’ estimate of the Working Capital (the “ Estimated Working Capital ”) as of the Adjustment Time. The Sellers will make available to the Purchaser all records and work papers used in preparing the Sellers’ estimate of the Working Capital and the Purchaser shall notify the Sellers of any good faith disagreement with such calculation. The Sellers shall revise the Estimated Closing Balance Sheet to reflect the resolution of any such disagreement upon which the Sellers and the Purchaser may agree. The Purchase Price payable at the Closing will be

increased on a dollar for dollar basis by the amount by which Estimated Working Capital exceeds $23,201,412 (the “ Working Capital Target ”) or in the alternative, decreased on a dollar for dollar basis by the amount by which the Estimated Working Capital is less than the Working Capital Target.

(iii) As promptly as practicable, but in any event within sixty (60) calendar days following the Closing, the Purchaser shall cause to be prepared and delivered to the Sellers an unaudited combined balance sheet of the Business as of the day immediately preceding the Closing Date (the “ Closing Balance Sheet ”) and statement relating to the Business (the “ Statement of Working Capital ”) setting forth the Working Capital as of the Adjustment Time (the “ Closing Working Capital ”). The Purchaser shall afford the Sellers and their agents and representatives access to all books, records and work papers in order to allow them to review the Closing Balance Sheet and the Statement of Working Capital.

(iv) If the Sellers disagree in good faith with the Statement of Working Capital, then the Sellers shall notify the Purchaser in writing (the “ Notice of Disagreement ”) of such disagreement within thirty (30) calendar days following delivery of the Closing Balance Sheet and the Statement of Working Capital. The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement described therein. Thereafter, the Sellers and the Purchaser shall attempt in good faith to resolve and finally determine the amount of the Closing Working Capital. If the Sellers and the Purchaser are unable to resolve the disagreement within thirty (30) calendar days following delivery of the Notice of Disagreement, then the Sellers and the Purchaser shall select a mutually acceptable, nationally recognized independent accounting firm that does not then have a relationship with the Sellers or the Purchaser, or any of their respective Affiliates (the “ Independent Accountant ”), to resolve the disagreement and make a determination with respect thereto as promptly as practicable; provided that if the Sellers and the Purchaser cannot agree, the Independent Accountant shall be selected by an accounting firm designated by the Purchaser and an accounting firm designated by the Sellers. Such determination will be made, and written notice thereof given to the Sellers and the Purchaser, within thirty (30) calendar days after such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the Sellers and the Purchaser. The scope of the Independent Accountant’s engagement (which will not be an audit) shall be limited to the resolution of the unresolved disputed items described in the Notice of Disagreement, and the recalculation, if any, of the Closing Working Capital in light of such resolution. Without limiting the generality of the preceding sentence, the Independent Accountant shall make such determination in accordance with the relevant provisions of this Agreement and shall not award an amount more favorable to the Purchaser than the corresponding amounts claimed by the Purchaser on its Statement of Working Capital or more favorable to the Sellers than the corresponding amounts claimed by the Sellers in their Notice of Disagreement. If an Independent Accountant is engaged pursuant to this Section 2.3(b)(iv), the fees and expenses of the Independent Accountant shall be borne equally by the Sellers, on the one hand, and the Purchaser, on the other.

(v) Within ten (10) calendar days after (x) the expiration of the thirty (30) day period after delivery of the Statement of Working Capital if no Notice of Disagreement shall have been delivered, (y) the resolution by the Sellers and the Purchaser of the items in any Notice of Disagreement or (z) the delivery of a notice of determination by the Independent Accountant as described above, as the case may be, any payment required by this Section 2.3(b)(v) shall be made based on such determination of Closing Working Capital. In the event that the Closing Working Capital is:

(A) less than the Estimated Working Capital, the Sellers shall pay to the Purchaser an amount in cash equal to Estimated Working Capital minus the Closing Working Capital by wire transfer of immediately available funds to an account designated by the Purchaser;

(B) greater than the Estimated Working Capital, the Purchaser shall pay to the Sellers, an amount equal to the Closing Working Capital, minus the Estimated Working Capital by wire transfer of immediately available funds to an account designated by the Sellers; or

Any adjustment to the Purchase Price pursuant to this Section 2.3(b) shall be allocated among the Sellers in proportion to the allocation of Purchase Price among them pursuant to Section 2.3(a).

(c) Broadcast Cash Flow Deficiency Purchase Price Adjustment . Not more than five (5) Business Days, but in no event less than two (2) Business Days, before the Closing, the Sellers shall in good faith prepare and deliver to the Purchaser a calculation of the Broadcast Cash Flow for 2006. The Sellers will make available to the Purchaser all records and work papers used in preparing said calculation and the Purchaser shall notify the Sellers of any good faith disagreement with such calculation. The Sellers shall revise the calculation of Broadcast Cash Flow for 2006 to reflect the resolution of any such disagreement upon which the Sellers and the Purchaser may agree. In the event the Broadcast Cash Flow for 2006 reflects a Broadcast Cash Flow Deficiency, the Purchase Price payable at Closing shall be decreased on a dollar for dollar basis by the amount of the Broadcast Cash Flow Deficiency Purchase Price Adjustment. In the event the Sellers and the Purchaser cannot agree on the calculation of the Broadcast Cash Flow for 2006, the Purchase Price payable at Closing shall be adjusted based upon the resolution of any such disagreement upon which the Sellers and the Purchaser may agree and the final Broadcast Cash Flow Deficiency Purchase Price Adjustment shall be determined using the methodology set forth in Section 2.3(b) with respect to disputes regarding the Closing Working Capital.

(d) Allocation of Purchase Price . The consideration for the Station Assets provided herein shall be allocated among the various categories of Station Assets sold by each Seller in accordance with their respective fair market values. The parties hereto shall use their reasonable efforts prior to Closing to reach agreement on a reasonable allocation of consideration to such categories of Station Assets. If the Purchaser and a Seller reach such agreement, the Purchaser and such Seller (i) shall execute and file all Tax Returns in a manner consistent with the allocation determined pursuant to this Section 2.3(d) and (ii) shall not take any position before any Governmental Authority or in any judicial proceeding that is inconsistent with such allocation. Such agreement shall not be a condition to Closing. The Sellers and the Purchaser shall each timely file a Form 8594 with the IRS in accordance with the requirements of Section 1060 of the Internal Revenue Code. In the event that the parties do not agree to a purchase price allocation then each party hereto shall file its own Form 8594.

ARTICLE III.
THE CLOSING

3.1 Time and Place .

(a) The consummation of the sale by each Seller (or any Affiliate of a Seller) of such Seller’s (or such Affiliate’s) Station Assets and the assignment to and assumption by the Purchaser of each Seller’s Assumed Liabilities and the other transactions contemplated hereby shall take place concurrently at a closing (the “ Closing ”) to be held at 10:00 a.m., New York time, on the date (the “ Closing Date ”) which is the fifth (5th) Business Day after satisfaction and fulfillment or, if permissible pursuant to the terms hereof, waiver of the conditions set forth in Article VII hereof (other than such conditions that will be satisfied at or upon Closing). The Closing shall be held at the offices of The New York Times Company, 229 West 43rd Street, New York, New York 10036 at such time as provided for in this Section 3.1, unless another time, date or place is mutually agreed upon in writing by the Sellers and the Purchaser.

(b) Notwithstanding anything contained in Section 3.1(a) to the contrary, if on the date on which the Closing would otherwise be required to take place pursuant to Section 3.1(a), the regular broadcast transmissions of any Station is operating at a power level of less than 1% of its maximum authorized facilities (other than reduced-power operation of the digital facilities of any Station pursuant to special temporary authorization issued by the FCC), then the Closing shall be postponed until such Station is operating at a power level of at least 1% of its maximum authorized facilities and the new date for the Closing shall be a date as the Purchaser and the Sellers may mutually agree, which shall be not later than the fifth (5th) Business Day thereafter but in any event no later than the Termination Date.

3.2 Closing Deliveries of the Sellers . At the Closing, each of the Sellers shall deliver, or cause to be delivered, to the Purchaser the following instruments, certificates and other documents, dated as of the Closing Date and executed or acknowledged (as applicable) on behalf of each of the Sellers by a duly authorized officer thereof, in order

to consummate the transactions contemplated hereby, including the transfer of the Station Assets to the Purchaser pursuant to Section 2.1 hereof:

(a) Instruments of Transfer and Assignment.

(i) a bill of sale to be delivered by each of the Sellers substantially in the form attached hereto as Exhibit A (the “ Bill of Sale ”);

(ii) an instrument of assignment and assumption to be delivered by each of the Sellers substantially in the form attached hereto as Exhibit B (the “ Assignment and Assumption ”);

(iii) an assignment and assumption of the Real Property Leases to be delivered by each of the Sellers assigning a Real Property Lease substantially in the form attached hereto as Exhibit C-1 (the “ Assignments and Assumptions for Leases ”), or at the Purchaser’s request, in order for the Purchaser to obtain a leasehold policy of title insurance with respect to a Real Property Lease, a separate assignment and assumption for such Real Property Lease (substantially in the form attached hereto as Exhibit C-1), in recordable form, provided that such Real Property Lease expressly permits the recording of same;

(iv) a special or limited warranty deed or the equivalent thereof with respect to the Owned Real Property to be delivered by each Seller conveying Owned Real Property (the “ Deeds ”) substantially in the form attached hereto as Exhibit C-2 . The Deeds shall convey Owned Real Property subject only to Permitted Encumbrances;

(v) assignments and assumptions of rights in and to Business Intellectual Property to be delivered by each of the Sellers substantially in the form attached hereto as Exhibits D-1 and D-2 (the “ Assignments and Assumptions for Business Intellectual Property Rights ”);

(vi) an assignment and assumption of the FCC Licenses to be delivered by NYTMS substantially in the form attached hereto as Exhibit E (the “ Assignments and Assumptions for FCC Licenses ”);

(vii) certificates of title or origin (or like documents) with respect to any motor vehicles for which a certificate of title or origin evidences title, together with properly completed assignments of such vehicles to be delivered by each of the Sellers in a form mutually acceptable to Sellers and the Purchaser (the “ Assignments and Assumptions for Motor Vehicles ”);

(viii) such other instruments of transfer as may be necessary to convey any Station Asset to Purchaser (the “ Other Assignments and Assumptions ”);

(ix) customary affidavits as required by title insurance companies for the issuance of a title insurance policy and the deletion of the standard exceptions contained in the title policies in form and substance reasonably acceptable to the Purchaser and the Sellers; and

(x) copies of any documents filed or received by the Sellers in connection with the payment of transfer Taxes for which the Sellers are liable or required to make a filing hereunder under any applicable government statute or authority.

(b) Closing Certificates.

(i) An officer’s certificate to be delivered by each of the Sellers substantially in the form attached hereto as Exhibit G , which shall certify as to the satisfaction of the conditions set forth in Sections 7.1(a) and 7.1(b);

(ii) a secretary’s or assistant secretary’s certificate to be delivered by each of the Sellers substantially in the form attached hereto as Exhibit H ; and

(iii) a certificate of each of the Sellers certifying as to its non foreign status which complies with the requirements of Section 1445 of the Internal Revenue Code.

3.3 Closing Deliveries of the Purchaser . At the Closing, the Purchaser shall make the payment and deliver, or cause to be delivered, to each of the Sellers the following instruments, certificates and other documents, dated as of the Closing Date and executed or acknowledged (as applicable) on behalf of the Purchaser by a duly authorized officer thereof, in order to pay for the Station Assets and effect the assumption of all Assumed Liabilities from the Sellers pursuant to Section 2.2:

(a) Purchase Price . An amount in cash equal to the Purchase Price in accordance with Section 2.3, payable by wire transfer of immediately available funds to an account designated in writing by the Sellers at least two (2) Business Days prior to the Closing Date.

(b) Instruments of Assumption.

(i) The Assignment and Assumption;

(ii) the Assignments and Assumptions for Leases;

(iii) the Assignments and Assumptions for Business Intellectual Property Rights;

(iv) the Assignments and Assumptions for FCC Licenses;

(v) the Assignments and Assumptions for Motor Vehicles;

(vi) any Other Assignments and Assumptions;

(vii) copies of any documents filed or received by the Purchaser in connection with the payment of transfer Taxes for which the Purchaser is liable or

required to make a filing hereunder under any applicable government statute or authority; and

(viii) all other instruments and certificates of assumption as the Sellers may reasonably request in order to effectively make the Purchaser responsible for all Assumed Liabilities.

(i) An officer’s certificate substantially in the form attached hereto as Exhibit I , which shall certify as to the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b); and

(ii) a secretary’s or assistant secretary’s certificate substantially in the form attached hereto as Exhibit J .

3.4 Further Assurances . At and after the Closing, and without further consideration therefor, (i) each of the Sellers shall execute, or arrange the execution of, and deliver to the Purchaser such further instruments and certificates of conveyance and transfer as the Purchaser may reasonably request in order to more effectively convey and transfer the Station Assets from the Sellers to the Purchaser and (ii) the Purchaser shall execute, and use commercially reasonable efforts to cause third parties to execute, and deliver to the Sellers such further instruments and certificates of assumption as the Sellers may reasonably request in order to effectively make the Purchaser responsible for all Assumed Liabilities and release the Sellers therefrom to the fullest extent permitted under applicable Law, provided Purchaser shall not be obligated to make any payment or incur any Liability (other than Assumed Liabilities) as a condition to obtaining such release from any third party.

3.5 Assignment of Business Contracts and Business Licenses . Except as specifically provided in this Section 3.5, to the extent that transfer or assignment hereunder by the Sellers to the Purchaser of any Business Contract or Business License is not permitted or is not permitted without the consent or approval of another Person, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent or approval is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. The Sellers (and the Purchaser where required) shall use their commercially reasonable efforts to obtain any and all such third party consents or approvals under all Business Contracts and Business Licenses; provided , however , that neither the Sellers nor the Purchaser shall be required to pay or incur any cost or expense to obtain any third party consent or approval that it is not otherwise required to pay or incur in accordance with the terms of the applicable Business Contract or Business License, except for usual legal fees and expenses. The Purchaser will not be required to accept or agree or accede to any condition to transfer any Business Contract or Business License, or any modifications or amendments to such Business Contract or Business License that would make, or would be reasonably likely to make, such underlying Business Contract or Business License, in the aggregate, materially more onerous or that would materially reduce, or would be reasonably likely to

materially reduce, the benefits available under the Business Contract or Business License in respect of which the consent or new replacement relates. If any such third party consent or approval for the assignment or transfer of a Business Contract or Business License has not been obtained before the Closing, at the election of the Purchaser such Business Contract or Business License shall not constitute a Station Asset until such time as the consent shall have been obtained and, at the election of the Purchaser, the Sellers shall cooperate with the Purchaser in any reasonable arrangement designed to provide for the Purchaser after the Closing the benefits intended to be assigned to the Purchaser under the applicable Business Contract or Business License, including enforcement at the cost and for the account of the Purchaser of any and all rights of the Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that the Purchaser shall (i) undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent that the Purchaser would have been responsible therefor hereunder if such consent, waiver or approval had been obtained and (ii) indemnify and hold harmless the Sellers and their Affiliates for any costs, expenses or Liabilities (including legal fees and expenses) incurred by them in connection with the enforcement of such Business Contract or Business License. The Purchaser shall have the right to require the Sellers to assign any such Business Contract or Business License to the Purchaser at or after Closing without first having obtained all consents necessary for such assignment, provided that the Sellers shall not be responsible for any breach resulting therefrom. For the avoidance of doubt, the parties hereto agree that obtaining the FCC Consent with respect to the FCC Licenses is provided for in Section 6.4 and not this Section 3.5.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers hereby, jointly and severally, represent and warrant to the Purchaser as follows:

4.1 Organization . Each of the Sellers is duly organized, validly existing and in good standing under the Laws of its state of formation, with all requisite corporate, limited liability company or trust power and authority to own, operate or lease the Station Assets as now owned, operated or leased by it, and to conduct the Business as presently conducted by it. Each of the Sellers has made available to the Purchaser true and complete copies of its Organizational Documents (the “ Seller’s Organizational Documents ”), each as amended and in effect as of the date of this Agreement.

4.2 Authority . Each of the Sellers has all requisite corporate, limited liability company or trust power and authority to enter into and deliver this Agreement and the Operative Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Sellers of this Agreement and the Operative Agreements, the performance by the Sellers of their obligations hereunder and thereunder, and the consummation by the Sellers of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate, limited liability company or trust action on their part. This Agreement has been duly executed and delivered by the Sellers. Assuming the

due authorization, execution and delivery of this Agreement and the Operative Agreements by the Purchaser, this Agreement constitutes, and each of the Operative Agreements (when so executed and delivered) will constitute, a legal, valid and binding obligation of the Sellers, enforceable against them in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to (i) the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3 No Violation; Third Party Consents . Assuming that all consents, waivers, approvals, orders and authorizations described in Section 4.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities described in Section 4.4 have been made, and, except as set forth in Schedule 4.3 , the execution and delivery by the Sellers of this Agreement and the Operative Agreements, the performance by the Sellers of their obligations hereunder and thereunder, and the consummation by the Sellers of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, payment, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Station Assets pursuant to, or require the Sellers to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms and provisions of (i) Sellers’ Organizational Documents, (ii) any Material Business Contract, or (iii) any Law applicable to any Seller or any of the Station Assets, or any Governmental Order issued by a Governmental Authority by which any Seller or any of the Station Assets is in any way bound or obligated, except, in the case of clause (iii) of this Section 4.3, as would not reasonably be expected to have a Material Adverse Effect.

4.4 Government Consents . No consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Sellers in connection with the execution and delivery by the Sellers of this Agreement and the Operative Agreements, the performance by the Sellers of their obligations hereunder and thereunder, and the consummation by the Sellers of the transactions contemplated hereby and thereby, including the sale and transfer of the Station Assets being sold by the Sellers to the Purchaser, except (i) any filing or approval that may be required under the HSR Act, (ii) the filings or approvals required under the Communications Act (such filings and approvals that are material are disclosed on Schedule 4.4(ii) ), (iii) where the failure to obtain such consent, waiver, approval, order or authorization, or to make such registration, qualification, designation, declaration or filing, would not reasonably be expected to have a material adverse impact on one or more of the Stations and (iv) the consents, waivers, approvals, orders or authorizations, registrations, qualifications, designations, declarations or filings identified on Schedule 4.4(iii) .

4.5 Equipment, Tangible Property, Condition of Station Assets . Schedule 4.5(a) contains a list of all Equipment and tangible personal property owned by the Sellers included in the Station Assets that, individually, has a book value in excess of $10,000. The Sellers own or lease, as applicable, all Equipment and tangible personal property included in the Station Assets, free and clear of all Encumbrances, except Permitted Encumbrances. Except as disclosed in Schedule 4.5(b) , all tangible assets (real and personal) included in the Station Assets, whether owned or leased, taken as a whole on a Station by Station basis, are in all material respects, in adequate operating condition (subject to normal wear and tear).

4.6 Intellectual Property and Proprietary Rights . Schedule 4.6(a) sets forth a correct and complete list of certain Business Intellectual Property, including all registered Business Intellectual Property (“ Registered Intellectual Property ”), and sets forth the owner and nature of the interest of the Sellers therein.

(a) The Sellers are the owners of all right, title and interest in and to each item of Business Intellectual Property and/or have the full, complete and exclusive right to use and to sell, convey, transfer, assign and deliver to Purchaser the Business Intellectual Property. To the extent disclosed in Schedule 4.6(a) , the Registered Intellectual Property has been duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office, the United States Copyright Office or other filing offices, domestic or foreign, and any domain name registrar, to the extent necessary or desirable to ensure full protection under any applicable Law (including, for the purposes of this Section 4.6(a) only, any policies maintained by applicable domain name registrars), and such registrations, filings, issuances and other actions remain in full force and effect. The Sellers have taken all reasonably necessary steps to ensure protection of the Business Intellectual Property under any applicable Law (including, for the purposes of this Section 4.6(a) only, any policies maintained by applicable domain name registrars).

(b) The operation of the Business by the Sellers prior to the Closing, including all use of any Business Intellectual Property prior to the Closing, does not infringe, violate, or otherwise conflict with, any Intellectual Property or other right of any Person and no claim is pending or, to the Knowledge of the Sellers, threatened with respect to any infringement, violation or conflict resulting therefrom, except as set forth on Schedule 4.6(b) or except that any infringement or conflict could not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) To the Knowledge of the Sellers, none of the Business Intellectual Property is being infringed, violated or misappropriated, nor is such Business Intellectual Property being used or available for use by any Person other than the Sellers, except as set forth in Schedule 4.6(c) .

(d) The agreements listed in Schedule 4.6(d) hereto expire on the dates specified in Schedule 4.6(d) hereto and provide for the license fees and other amounts payable as set forth therein. To the Knowledge of the Sellers, there are no acts,

omissions, facts or circumstances that would permit a party other than the Sellers or NYT to terminate any such agreements.

4.7 Business Contracts .

(a) Schedule 4.7(a) hereto contains a list of the following Business Contracts of the Sellers included in the Station Assets, (each, a “ Material Business Contract ” and, collectively, the “ Material Business Contracts ”): (i) agreements relating to Program Rights; (ii) capital or operating leases relating to any Station Assets, including Real Property Leases (other than Short Term Agreements), in each case involving annual fixed payments in excess of $50,000; (iii) agreements containing noncompetition provisions restricting the ability of any Seller to engage in the Business in any location; (iv) any agreement to provide individual personal services to a Station, whether as an employee or independent contractor, which cannot be terminated on less than thirty (30) days notice without penalty or continuing financial obligation; (v) any agreement with a current or former employee or independent contractor of the Business restricting the ability of such former employee or independent contractor to compete with the Business in any location or solicit the employee or customers of the Business in any location; (vi) agreements under which the Sellers are obligated to indemnify, or entitled to indemnification from, any other Person, or any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vii) network affiliation agreements; (viii) material retransmission consent agreements entered into with any MVPD retransmitting a Station’s signal(s); (ix) sales representative agreements; and (x) each other Business Contract involving payments made to or by the Sellers that exceeded in 2005, or are expected to exceed in 2006, $50,000. For all purposes of and under this Agreement, the term “ Short Term Agreement ” shall mean an agreement entered into by the Sellers in the ordinary course of business that is terminable by the Sellers upon ninety (90) days or less notice without payment or penalty.

(b) Except as set forth in Schedule 4.7(b) , (i) each Business Contract represents a valid, binding and enforceable obligation of the Sellers in accordance with the respective terms thereof and, to Sellers’ Knowledge, represents a valid, binding and enforceable obligation of each of the other parties thereto, (ii) there is no material default (or event which with the giving of notice or lapse of time, or both, would become a material default) on the part of any Seller or, to the Knowledge of any Seller, on the part of any other party, under any Material Business Contract, (iii) no outstanding notice of a material default has been sent or received under any Business Contract and (iv) true and complete copies of the Material Business Contracts, including descriptions of any unwritten Material Business Contracts, have been made available to the Purchaser.

(c) As of the date hereof, to the Knowledge of the Sellers, no material advertiser, customer, supplier, licensor, or service provider has notified Seller of an intent to discontinue or materially adversely change the terms of its relationship with respect to the Business or any Station.

4.8 Business Licenses . Except as set forth in Schedule 4.8 , the Sellers own or possess all right, title and interest in and to all Business Licenses that are necessary for

them to conduct the Business substantially as currently conducted (each, a “ Material Business License ” and, collectively, the “ Material Business Licenses ”). Schedule 4.8 hereto contains a list of all Material Business Licenses of the Sellers included in the Station Assets. No loss or expiration of any such Material Business License has occurred, is pending or, to the Knowledge of the Sellers, threatened, other than the expiration of any such Material Business License in accordance with the terms thereof which may be renewed in the ordinary course of business.

4.9 Business Employees . Schedule 4.9 hereto lists all employees (indicating business location) of the Sellers or any of their Affiliates who, as of the date of this Agreement, are employed at a Station or have more than half of their employment duties related to the Business, including any such employee who is an inactive employee on paid or unpaid leave of absence or short-term disability, and indicating date of employment, current title and annual salary or hourly rate of pay (whichever is applicable), full-time or part-time status, and if applicable, leave status, date leave commenced, reason for leave and expected return to work date (if any). Each employee set forth in Schedule 4.9 who remains employed by the Sellers immediately prior to the Closing, and each additional employee who is hired to work in the Business following the date hereof and prior to the Closing (in accordance with the provisions set forth in Section 6.1) who remains employed by the Sellers immediately prior to the Closing is referred to herein individually as a “ Business Employee ” and, collectively, as “ Business Employees .” Except as set forth on Schedule 4.9, none of the Sellers has received as of the date hereof written notice that a Business Employee intends to terminate employment.

4.10 Employee Benefit Plans . Schedule 4.10 hereto lists each material employment term or condition of employment for the Business Employees in excess of base salary or hourly wage, except those set forth in written personal service contracts listed in Schedule 4.7(a)(iv) , including commissions, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, equity (or equity-based), leave of absence, vacation, day or dependent care, cafeteria, life, health, medical, accident, disability, workmen’s compensation or other insurance, severance, change of control or other benefit plan, agreement, practice, policy or arrangement, whether written or oral, and whether or not subject to ERISA (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA), which the Sellers or any of their Affiliates sponsors, maintains, has any obligation to contribute to, has Liability under or is otherwise a party to as of the date hereof, and which covers or otherwise provides benefits to the Business Employees (or their dependents and beneficiaries) (with respect to their relationship with the Business) (each, a “ Benefit Plan ” and, collectively, the “ Benefit Plans ”). With respect to each Benefit Plan, copies of either (i) the written Benefit Plan (or a description of such unwritten Benefit Plan), (ii) the summary plan description, or (iii) the brochure or summary describing the Benefit Plan, as well as the employee handbook have been furnished to Purchaser. The Seller’s 401(k) Plan has received a favorable determination letter from the IRS and no event has occurred that could reasonably be expected to result in the disqualification of the Seller’s 401(k) Plan.

4.11 Financial Statements .

(a) Attached as Schedule 4.11(a) hereto are true, correct and complete copies of the following financial statements (collectively, the “ Financial Statements ”): (i) the unaudited balance sheet of the Business (the “ Latest Balance Sheet ”) as of September 24, 2006 (the “ Latest Balance Sheet Date ”), (ii) the unaudited balance sheet of the Business as of December 25, 2005 and (iii) the related unaudited income statements and statements of cash flow of the Business for the nine-month period ended on the Latest Balance Sheet Date and for the year ended December 25, 2005. The Financial Statements were derived from the books and records of the Business, have been prepared in accordance with GAAP (except for the absence of notes) consistently applied, and fairly present, in all material respects, the financial position and results of operations and cash flows of the Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Latest Balance Sheet and the income statement and statement of cash flow of the Business for the nine-month period ended on the Latest Balance Sheet Date, to normal and recurring year-end adjustments (none of which would, individually or in the aggregate, be adverse in any material respect to the financial position, operating results, cash flow or net worth of the Business).

(b) Except as set forth in Schedule 4.11(b) , there has been no change in the Business since the Latest Balance Sheet Date that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

(c) All accounts and notes receivable reflected on the Latest Balance Sheet and, when delivered, in the balance sheet contained in the Audited Financial Statements, are bona fide receivables arising on an arm’s length basis and in the ordinary course of business.

(d) Set forth on Schedule 4.11(d) are the capital expenditures included in the Capital Expenditure

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