Assets of Television Broadcast Stations Business

Auction Sale of substantially all of assets of the Marshall Broadcasting Group, Inc., the Seller owns and operates television broadcast stations KMSS-TV, Shreveport, Louisiana, KPEJ-TV, Odessa, Texas and KLJB, Davenport, Iowa (the “Stations”), pursuant to certain authorizations issued by the Federal Communications Commission (the “FCC”). The sale assets more described as below:

• The Seller FCC Authorizations, including the call signs KMSS-TV, KPEJ-TV and KLJB, and all other assignable Governmental Permits exclusively related to the Stations, and including any applications therefor and renewals or modifications thereof between the date hereof and Closing;
• All machinery, equipment auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, and other tangible personal property set forth on Schedule 2.1(b) except for any retirements or dispositions thereof made between the date hereof and Closing in accordance with Section 5.4 (“Tangible Personal Property”);
• Other than the Nexstar Claims, all claims or causes of action of the Seller as applicable, against third parties solely to the extent that any such claims or causes of action arise out of the Purchased Assets or Assumed Liabilities; and
• All books and records of the Seller that relate exclusively to the Business, including all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence exclusively relating to the Business excluding records relating to Excluded Assets.