<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 1995
PAXSON COMMUNICATIONS CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13452 59-3212788
- --------------------------------------------------------------------------------
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
18401 U.S. Highway 19 North, Clearwater, FL 34624
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 536-2211
-----------------------------
N/A
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(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
KZKI (TV-30)
On May 17, 1995, a wholly-owned subsidiary of the Registrant acquired the
assets comprising KZKI (TV-30) serving the Los Angeles, California market from
Sandino Telecasters, Inc., a Delaware corporation (the "Seller"), pursuant to
an Asset Purchase Agreement between the Registrant and the Seller, dated
December 5, 1994, as amended as of December 2, 1994, as of December 5, 1994 and
as of May 17, 1995. The assets acquired included equipment, furnishings and
other property customarily used in the operation of a television station, as
well as a leasehold interest in certain property upon which a transmission
tower included within such acquired assets is located. Leasehold interests in
facilities for the studio and office of the station were also included. The
Registrant's subsidiary intends to make similar use of the acquired properties.
The aggregate purchase price for the assets was approximately $18,000,000.
The proceeds from a loan to the Registrant and certain of its subsidiaries from
Merrill Lynch Capital Corporation, as arranger, syndication agent and lender,
Canadian Imperial Bank of Commerce, a New York agency, as administrative agent,
collateral agent and lender, and Bank of Montreal and Banque Paribas, as
lenders, were used to finance the acquisition.
The foregoing description is subject to the actual provisions of the Asset
Purchase Agreement and amendments thereto, which are filed and listed as
Exhibits 2.1, 2.2, 2.3 and 2.4, and are incorporated herein by reference.
WGOT (TV-60)
On May 17, 1995, a wholly-owned subsidiary of the Registrant acquired the
assets comprising WGOT (TV-60) serving the Boston, Massachusetts market from
Paugus Television, Inc., a Delaware corporation (the "Seller"), pursuant to an
Asset Purchase Agreement between such subsidiary, the Seller, The Roger L.
Putnam Trust and The Estate of Percival Lowell, dated January 20, 1995, as
amended as of May 17, 1995. The assets acquired included equipment,
furnishings and other property customarily used in the operation of a
television station, as well as a leasehold interest in certain property upon
which a transmission tower is located. A leasehold interest in facilities for
the studio and office of the station was also included. The Registrant's
subsidiary intends to make similar use of the acquired properties.
Page 2 of 5 Pages
<PAGE> 3
The aggregate purchase price for the assets was approximately $3,050,000.
The historical results from operations of such station are significant to the
Registrant. The proceeds from a loan to the Registrant and certain of its
subsidiaries from Merrill Lynch Capital Corporation, as arranger, syndication
agent and lender, Canadian Imperial Bank of Commerce, a New York agency, as
administrative agent, collateral agent and lender, and Bank of Montreal and
Banque Paribas, as lenders, were used to finance the acquisition.
The foregoing description is subject to the actual provisions of the Asset
Purchase Agreement and amendment thereto, which are filed and listed as
Exhibits 2.5 and 2.6, and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. It is currently
impracticable to provide the financial statements required relative to the
acquired business described in Item 2 at the time this report on Form 8-K is
filed. The Registrant intends to file the required financial statements as
soon as practicable, but no later than July 31, 1995.
(b) Pro Forma Financial Information. It is currently impracticable to
provide the pro forma financial information required relative to the acquired
business as described in Item 2 at the time this report on Form 8-K is filed.
The Registrant intends to file the required pro forma financial information as
soon as practicable, but no later than July 31, 1995.
Page 3 of 5 Pages
<PAGE> 4
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2.1 Asset Purchase Agreement by and between Paxson Communications Corp. and Sandino Telecasters, Inc.,
dated as of December 5, 1994*
2.2 First Letter Amendment, dated as of December 2, 1994, to Asset Purchase Agreement by and between
Paxson Communications Corp. and Sandino Telecasters, Inc., dated as of December 5, 1994
2.3 Second Letter Amendment, dated as of December 5, 1994, to Asset Purchase Agreement by and between
Paxson Communications Corp. and Sandino Telecasters, Inc., dated as of December 5, 1994
2.4 Third Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and between Paxson
Communications Corp. and Sandino Telecasters, Inc., dated as of December 5, 1994
2.5 Asset Purchase Agreement by and between Paxson Communications of Boston-60, Inc., Paugus
Television, Inc., The Roger L. Putnam Trust and The Estate of Percival Lowell, dated as of
January 20, 1995*
2.6 First Amendment, dated as of May 17, 1995, to Asset Purchase Agreement by and between Paxson
Communications of Boston-60, Inc., Paugus Television, Inc., The Roger L. Putnam Trust and The
Estate of Percival Lowell, dated as of January 20, 1995
</TABLE>
- --------------------------
*Filed with the Registrant's Annual Report on Form 10-K, dated March 30,
1995, and incorporated herein by reference.
Page 4 of 5 Pages
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PAXSON COMMUNICATIONS CORP.
(Registrant)
By:__________________________________
___________________, its_____________
Date: June 1, 1995
Page 5 of 5 Pages
<PAGE> 6
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PAXSON COMMUNICATIONS CORP.
---------------------
EXHIBITS
================================================================================
<PAGE> 1
EXHIBIT 2.2
<PAGE> 2
(LOGO)
Paxson Communications
Corporation
December 2, 1994
Mr. Jose Oti
Sandino Telecasters, Inc.
9229 Utica Avenue
Rancho Cucamonga, CA 91730
Re: KZKI-TV
San Bernardino, California
Dear Mr. Oti:
We have this date entered into an Asset Purchase Agreement pursuant to
which Paxson Communications Corp. has agreed to purchase Television Station
KZKI-TV ("KZKI-TV") in San Bernardino, California from Sandino Telecasters,
Inc. ("STI"). This will evidence our agreement that in the event that Paxson
Communications Corp. ("PCC") or any affiliate or assignee of PCC which
purchases KZKI-TV (the "Purchaser") execute an agreement to sell directly or
indirectly, KZKI-TV or any interest therein within 18 months from the Closing
of the acquisition from STI to either Roland Hernandez (or an entity in which
Roland Hernandez has a direct or indirect interest) or to CanWest Global
Communications Corp. (or to an entity in which CanWest Global Communications
Corp. or its principals has a direct or indirect interest), then the Purchaser
will split with STI, on a 50-50 basis, the net profits, if any, that it
receives from such subsequent sale of KZKI-TV or any interest therein. For
purposes of this letter, net profits shall mean the purchase price received by
the Purchaser less (i) the purchase price paid by the Purchaser to STI, (ii)
the Purchaser's transaction costs incurred in purchasing KZKI-TV from STI and
in selling KZKI-TV to one of the purchasers listed above, and (iii) 105% of
PCC's investment in KZKI-TV during its period of ownership, less the amounts
referred to in clauses (i) and (ii) hereof.
The Purchaser shall be under no obligation to consult with STI with
regard to any proposed sale of KZKI-TV, nor to discuss with STI the proposed
purchaser
<PAGE> 3
Mr. Jose Oti
December 2, 1994
Page -2-
or the proposed purchase price. Furthermore, for purposes of this letter
agreement, the Purchaser is under no obligation to maximize the purchase price
or to notify STI of its negotiations until a definitive purchase agreement has
been executed. Nothing in this letter shall be deemed to grant STI any rights
or interests in KZKI-TV or any transaction involving KZKI-TV. The Purchaser
shall retain exclusive responsibility for and control over the business
operations of KZKI-TV and the Purchaser shall, in its sole discretion, has the
exclusive right to decide whether to enter into any transaction involving
KZKI-TV and whether to consummate any such transaction.
This letter agreement is not governed by the first sentence of Section
11.9 of the Asset Purchase Agreement. The Asset Purchase Agreement shall be
deemed to be amended hereby and any conflict between the Asset Purchase
Agreement and this letter agreement shall be resolved in favor of the letter.
Please indicate your consent to the foregoing by executing the enclosed the
enclosed copy of this letter and returning it to me.
Sincerely yours,
Lowell W. Paxson
-----------------------
Lowell W. Paxson
Chairman & CEO
Agreed and Accepted:
SANDINO TELECASTERS, INC.
By: Jose Oti
--------------------
Its: President
--------------------
<PAGE> 1
EXHIBIT 2.3
<PAGE> 2
Paxson Communications
Corporation
December 5, 1994
Sandino Telecasters, Inc.
9229 Utica Avenue
Rancho Cucamonga, CA 91730
Gentlemen:
We have this date entered into an agreement whereby Paxson Communications Corp.
has agreed to purchase KZKI-TV, San Bernadino, CA from Sandino Telecasters,
Inc. In the event that with respect to the assignment of the FCC licenses from
Sandino to Paxson a petition to deny such transfer or informal objection is
filed with the FCC which challenges the qualifications of Paxson, as buyer, to
hold such licenses this letter evidences Paxson's agreement with you to
reimburse Sandino for the reasonable attorney's fees and out-of-pocket expenses
incurred by Sandino in connection with such a challenge.
This letter agreement is not governed by the merger or integration provision of
Section 11.9 of the Asset Purchase Agreement.
PAXSON COMMUNICATIONS CORP.
By: Lowell W. Paxson
-------------------------
Lowell W. Paxson
Chairman and CEO
Accepted:
Sandino Telecasters, Inc.
By: Jose Oti
-------------------------
Its President
<PAGE> 1
EXHIBIT 2.4
<PAGE> 2
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT is dated as of May 17,
1995, by and among SANDINO TELECASTERS, INC., a Delaware corporation
("Seller"), PAXSON COMMUNICATIONS CORP., a Delaware corporation ("PCC"), PAXSON
COMMUNICATIONS OF LOS ANGELES-30, INC., a Florida corporation ("Paxson-30"),
and PAXSON LOS ANGELES LICENSE, INC., a Florida corporation ("Paxson-License")
(PCC, Paxson-30 and Paxson-License are collectively, the "Buyers").
RECITALS
A. Seller and PCC have entered into an Asset Purchase Agreement dated
as of December 5, 1994, as amended by a letter agreement dated as of December
2, 1994, and a letter agreement dated as of December 5, 1994 (the "Purchase
Agreement"), under which PCC agreed, subject to the terms and conditions set
forth therein, to purchase from Seller substantially all of the assets and
property interests owned by Seller or in which Seller has a property interest
and which are used or useful in connection with the business or operations of
Television Station KZKI-TV, San Bernardino, California (the "Station").
B. Pursuant to its right under the Purchase Agreement, PCC has
assigned its rights and interests under the Purchase Agreement to Paxson-30,
insofar as such rights and interests relate to the Station's assets, other than
the FCC Licenses.
C. Pursuant to its right under the Purchase Agreement, PCC has
assigned its rights and interests under the Purchase Agreement to
Paxson-License, insofar as such rights and interests relate to the FCC
Licenses.
D. Seller and Buyers desire to amend the Purchase Agreement as set
forth herein.
E. All capitalized terms used herein and not otherwise defined herein
shall have the same meanings assigned to them in the Purchase Agreement.
AGREEMENTS
In consideration of the above premises and the covenants and agreements
contained in the Purchase Agreement and this Third Amendment, Seller, PCC,
Paxson-30 and Paxson-License agree as follows:
<PAGE> 3
SECTION 1. PLACE OF CLOSING
Notwithstanding the requirements of Section 8.1(b) of the Purchase
Agreement, Seller and Buyers agree that the Closing shall take place at the
offices of Dow, Lohnes & Albertson, 1255 Twenty-third Street, N.W., Washington,
D.C. 20037 with Seller's documents to be delivered by mail into escrow at such
offices.
SECTION 2. GOVERNMENTAL LICENSES
Seller and Buyers agree that Schedule 3.4 shall be amended and restated as
set forth in Exhibit A hereto.
SECTION 3. CONTRACTS
Seller and Buyers agree that Schedule 3.7 shall be amended and restated as
set forth in Exhibit B hereto.
SECTION 4. INSURANCE
Seller and Buyers agree that Schedule 3.10 shall be amended and restated
as set forth in Exhibit C hereto. Seller's insurance policies are not included
within the Assets or property to be acquired by Buyers under the Purchase
Agreement.
SECTION 5. MISCELLANEOUS
5.1 Other Provisions. Except where inconsistent with the express terms
of this Third Amendment, all provisions of the Purchase Agreement as originally
entered into shall remain in full force and effect.
5.2 Governing Law. This Third Amendment shall be governed, construed,
and enforced in accordance with the laws of the State of California (without
regard to the choice of law provisions thereof).
5.3 Rules of Construction. The rules of construction set forth in the
Purchase Agreement shall apply to this Third Amendment.
5.4 Successors and Assigns. This Third Amendment shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns.
5.5 Further Assurances. The parties shall take any actions and execute
any other documents that may be necessary or desirable to the implementation
and consummation of this Third Amendment.
5.6 Execution in Counterparts. This Third Amendment may be executed in
any number of counterparts and by different parties
2
<PAGE> 4
hereto in separate counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 6. REPRESENTATIONS AND WARRANTIES
Except as set forth below, all of the representations and warranties of
"Buyer" under the Purchase Agreement are incorporated herein by reference and
are made by each of Paxson-30 and Paxson-License to Seller.
(a) Each of Paxson-30 and Paxson-License are corporations duly
organized, validly existing, and in good standing under the laws of the State
of Florida.
(b) Paxson-30 is duly qualified to conduct business as a foreign
corporation in the State of California.
(c) The performance by Paxson-30 and Paxson-License of all of their
respective obligations under the Purchase Agreement have been duly authorized
by all necessary actions on the part of Paxson-30 and Paxson-License.
SECTION 7. JOINT AND SEVERAL OBLIGATIONS; SINGLE
SELLER OBLIGATION
PCC has assigned to Paxson-30 and Paxson-License its rights and interests
under the Purchase Agreement and assigned to Paxson-30 its rights and interests
under the Escrow Agreement dated November 24, 1994 among Seller, PCC and First
Union National Bank of Florida (the "Escrow Agreement") and Paxson-30 and
Paxson-License have assumed the obligations of PCC under the Purchase Agreement
and Paxson-30 has assumed the obligations of PCC under the Escrow Agreement.
The obligations of "Buyer" under the Purchase Agreement and the Escrow
Agreement constitute, in the case of the Purchase Agreement, joint and several
obligations of Paxson-30, Paxson-License and PCC and, in the case of the Escrow
Agreement, joint and several obligations of Paxson-30 and PCC. Any payment or
performance obligation of Seller in accordance with the Purchase Agreement or
the Escrow Agreement or any other document, instrument or agreement executed in
connection therewith in accordance with the terms thereof may be discharged by
a single payment to, or performance for the benefit of, as the case may be, any
one of PCC, Paxson-30 or Paxson-License as contemplated by the terms of the
Purchase Agreement and the conveyancing documents executed and delivered on the
date hereof.
SECTION 8. CLAIMS
Seller and Buyers agree that Schedule 3.14 shall be amended and restated
as set forth in Exhibit D hereto. The matters
3
<PAGE> 5
described on Schedule 3.14 are set forth for disclosure purposes only. Seller
has no obligation to prosecute such proceedings, other than the complaint of
Joseph Jones against Seller described in paragraph A of Schedule 3.14 and the
Petition for Reconsideration filed by Joseph Jones described in paragraph F of
Schedule 3.14 (collectively, the "Jones Proceedings") which Seller will oppose
as provided by Section 6.1 of the Purchase Agreement and which obligation shall
survive the Closing, subject to Buyers' compliance with the obligations set
forth in the following sentence. Buyers shall reimburse Seller for costs and
expenses reasonably incurred by Seller (excluding any settlement payments
agreed to and made by Seller) in prosecuting and opposing the Jones Proceedings
before the FCC and any federal court of appeals if and to the extent such costs
and expenses exceed $25,000. In addition to the requirement in the preceding
sentence, if either of the Jones Proceedings becomes the subject of an appeal
to a federal court of appeals, and the amount of the reasonable costs and
expenses incurred by Seller in prosecuting and opposing either of the Jones
Proceedings has not reached $25,000, then Buyers shall reimburse Seller for an
amount equal to twenty-five percent of the reasonable costs and expenses
incurred by Seller in prosecuting or defending such an appeal. At such time as
the reasonable costs and expenses incurred by Seller total $25,000, Buyers
shall reimburse Seller for all such reasonable costs and expenses incurred in
defending or prosecuting such an appeal. Prior to any reimbursement made by
Buyers to Seller hereunder, Seller shall deliver to Buyer a reasonably detailed
statement setting forth the amounts incurred by Seller and the reimbursement
owed by Buyers. As of the Closing Date, Buyers may elect to prosecute or
oppose the proceedings described in Schedule 3.14 at Buyers' cost and expense.
Buyers' obligation to oppose the Jones Proceedings shall survive the Closing.
In no event shall the total cost to Seller of prosecuting and opposing the
Jones Proceedings under this Section exceed $25,000.
SECTION 9. EMPLOYEES
Notwithstanding any provision to the contrary in the Purchase Agreement,
(a) effective on the Closing Date, Seller will terminate, other than the
Station's General Manager and Administrative Assistant, the Station employees
listed on Schedule 3.12 (collectively, the "Terminated Employees") and will
satisfy all obligations to the Terminated Employees for severance benefits, if
any, vacation time, and sick leave and under any employee pension, health and
welfare or other benefit plan (collectively, the "Employee Obligations"), and
Paxson-30 will immediately offer employment to the Terminated Employees, and
(b) effective on the date that is fourteen days after the Closing Date, Seller
will terminate the Station's General Manager and Administrative Assistant and
will satisfy all Employee Obligations to the General Manager and Administrative
Assistant
4
<PAGE> 6
for the period ending on the Closing Date, and Buyers shall reimburse Seller
for all obligations of Seller to the Station's General Manager and
Administrative Assistant with respect to the period ending on the fourteenth
day after the Closing Date for salary, sick leave, vacation time and under any
employee pension, health and welfare or other benefit plan in accordance with
the compensation payable to the Station's General Manager and Administrative
Assistant, and the employee pension, health and welfare or other benefit plan
in effect, on the date hereof. During such fourteen day period, Buyers shall
have the right to reasonably supervise and control the activities of the
Station's General Manager and Administrative Assistant subject to the terms of
their employment existing on the date hereof.
SECTION 10. FCC CONSENT
Buyers waive the condition set forth in Section 7.1(d) that the FCC
Consent shall have become a Final Order.
SECTION 11. HSR ACT REPRESENTATION
Seller represents and warrants to Paxson-30 and Paxson-License as follows:
a. Jose M. Oti (the "Shareholder") owns all of the voting
stock of Seller and is the "ultimate parent entity" of Seller for purposes
of the Hart-Scott-Rodino Antitrust Improvements Act and the rules and
regulations promulgated thereunder;
b. neither the Shareholder nor any person or entity that
Shareholder directly or indirectly controls (as such term is defined in
such regulations) is engaged in manufacturing; and
c. the Shareholder's total assets and annual net sales are
each less than $10,000,000, as determined in accordance with such
regulations.
SECTION 12. PRORATIONS
Buyers and Seller agree that Buyers shall reimburse Seller, as an
adjustment to the Purchase Price pursuant to Section 2.3 of the Purchase
Agreement, an amount equal to the lesser of (a) $2,500 or (b) one-half of the
amount payable by Seller to Gresham, Varner, Savage, Nolan & Tilden for legal
fees and expenses incurred by such firm in connection with the preparation and
delivery at the Closing of its legal opinion, which fees and expenses shall be
set forth in a reasonably detailed statement to be provided to Buyers prior to
the date of such reimbursement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment as of the date first above written.
SANDINO TELECASTERS, INC.
By:/s/ Jose M. Oti
-------------------------------------
Name: Jose M. Oti
Title: President/Secretary
PAXSON COMMUNICATIONS CORP.
By:/s/ Lowell W. Paxson
-------------------------------------
Name: Lowell W. Paxson
Title: Chairman
PAXSON COMMUNICATIONS OF LOS
ANGELES-30, INC.
By:/s/ Lowell W. Paxson
------------------------------------
Name: Lowell W. Paxson
Title: Chairman
PAXSON LOS ANGELES LICENSE, INC.
By:/s/ Lowell W. Paxson
------------------------------------
Name: Lowell W. Paxson
Title: Chairman
6
<PAGE> 1
EXHIBIT 2.6
<PAGE> 2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is dated as of May 17,
1995, by and among PAUGUS TELEVISION, INC., a Delaware corporation ("Seller");
PAXSON COMMUNICATIONS OF BOSTON-60, INC., a Florida corporation ("Paxson-60");
and PAXSON BOSTON LICENSE, INC., a Florida corporation ("Paxson-License")
(Paxson-60 and Paxson-License are collectively, the "Buyers").
RECITALS
F. Paxson-60, Seller, the Trust and the Estate entered into an Asset
Purchase Agreement dated as of January 20, 1995 (the "Purchase Agreement"),
under which Paxson-60 agreed, subject to the terms and conditions set forth
therein, to purchase from Seller all of the assets used or useful in connection
with the business or operations of Television Station WGOT-TV, Merrimack, New
Hampshire (the "Station").
G. Pursuant to its right under the Purchase Agreement, Paxson-60 has
assigned its rights and interests under the Purchase Agreement to
Paxson-License, insofar as such rights and interests relate to the FCC
Licenses.
H. Seller and Buyers desire to amend the Purchase Agreement as set
forth herein.
I. All capitalized terms used in this First Amendment and not
otherwise defined in this First Amendment shall have the same meanings assigned
to them in the Purchase Agreement.
AGREEMENTS
In consideration of the above premises and the covenants and agreements
contained in the Purchase Agreement and this First Amendment, Seller and Buyers
agree as follows:
<PAGE> 3
SECTION 1. CLAIMS
Buyers and Seller agree that, following the closing of the transactions
described by the Purchase Agreement (the "Closing"), Seller shall, at Seller's
cost and expense, continue to oppose, without regard to the survival period for
representations and warranties specified in Section 10.1 of the Purchase
Agreement, the pending Request for Approval of Petition to Deny filed by Neal
P. Cortell ("Cortell") with the Federal Communications Commission ("FCC") on
April 20, 1995, the Petition to Reconsider filed at the FCC by Cortell on or
about May 9, 1995, the Complaint filed by Cortell with the Superior Court
Division of the Trial Court of the Commonwealth of Massachusetts for Middlesex
County on April 18, 1995, and any other petitions, pleadings or filings by
Cortell with the FCC or any state and federal court (collectively, the "Cortell
Proceedings"). Notwithstanding the requirements of Section 10.1 or any other
provision of the Purchase Agreement to the contrary, all representations and
warranties of Seller that relate to claims or issues raised in the Cortell
Proceedings shall survive the Closing without regard to the time period
specified in Section 10.1.
SECTION 2. MISCELLANEOUS
2.1 Other Provisions. Except where inconsistent with the express terms
of this First Amendment, all provisions of the Purchase Agreement as originally
entered into shall remain in full force and effect.
2.2 Governing Law. This First Amendment shall be governed, construed,
and enforced in accordance with the laws of the State of Massachusetts (without
regard to the choice of law provisions thereof).
2.3 Rules of Construction. The rules of construction set forth in the
Purchase Agreement shall apply to this First Amendment.
2.4 Successors and Assigns. This First Amendment shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns.
2.5 Further Assurances. The parties shall take any actions and execute
any other documents that may be necessary or desirable to the implementation
and consummation of this First Amendment.
2
<PAGE> 4
2.6 Execution in Counterparts. This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.
PAUGUS TELEVISION, INC.
By:/s/ Paul Peter Nicolai
------------------------------------
Name:Paul Peter Nicolai
Title: Treasurer
PAXSON COMMUNICATIONS OF BOSTON-60,
INC.
By:/s/ William L. Watson
------------------------------------
Name: William L. Watson
Title: Secretary
PAXSON BOSTON LICENSE, INC.
By:/s/ William L. Watson
------------------------------------
Name: William L. Watson
Title: Secretary
4
