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EXHIBIT 10.65.3
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EXHIBIT 10.65.3
January 25, 1995
Xx. Xxxxxxx X. XxXxxxx, Xx.
XxXxxxx Broadcasting, Inc.
0000 Xxxx Xxxxx Xxxxx Xxxx.
Xxxx Xxxx Xxxxx, XX 00000
Dear Xx. XxXxxxx:
Xxxxxx Communications Corp. ("Buyer"), through an affiliated entity to be
formed, hereby proposes to purchase all of the assets, including real property,
tangible and intangible personal or mixed properties (the "Assets"), used or
useful in the operation of Television Station WCEE-TV, Mt. Xxxxxx, Illinois
(the "Station") licensed to XxXxxxx Broadcasting, Inc. ("Seller"), free and
clear of all debts, liens, encumbrances or other liabilities, subject to the
following terms and conditions:
1. At the closing (the "Closing") to be held on a date set by Buyer
within ten (10) business days after the consent of the Federal
Communications Commission ("FCC") to the transfer of the broadcast
license for the Station (and any auxiliary licenses) has become a
final order no longer subject to judicial or administrative review
(subject to waiver of such final order requirement in the sole
discretion of Buyer), Seller will sell the Assets to Buyer in
accordance with the provisions of a definitive Asset Purchase
Agreement as described in Paragraph 2 below (the "Purchase
Agreement").
2. The Purchase Agreement shall, among other terms customary in
transactions of this nature, include the following terms:
(a) The purchase price for the Assets shall be paid in part by
THREE MILLION TWO HUNDRED THOUSAND DOLLARS ($3,200,000)
payable in cash at Closing.
(b) The Assets shall not include Seller's cash or cash
equivalents, books and records pertaining to corporate
organization, employee pension and other benefit plans or
collective bargaining agreements.
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(c) Buyer will agree to assume the following existing contracts of
Seller relating to the Station:
ASCAP, BMI, SESAC UPI News & Xxxxxx News each with a
30-day cancellation
Minolta Copy Lease Mt. Xxxxxx Sales Office Lease
Xxxx Xxxx Xxxxxx Texaco Pipeline Tower Space Lease
Transmitter Site Lease Consolidated Communications, Inc.
Tower Space Lease
Buyer will not assume any cash programming contracts
whatsoever. Buyer will assume a negative advertising trade
balance of $25,000.
(d) The Purchase Price shall be subject to normal closing
prorations.
(e) The obligations of the parties to consummate the proposed
transaction shall be subject to receipt of any required
consents or authorizations and other conditions usual and
customary in transactions of this nature.
(f) Representations, warranties and covenants shall be set forth
relating to the Assets that are usual and customary in
transactions of this nature and which shall survive the
Closing for eighteen (18) months.
(g) Non-competition agreements shall be provided for, containing
terms and conditions mutually agreed upon by the parties,
including a restrictive covenant prohibiting Sellers from
competing against Buyer in the business of radio or television
broadcasting in any area served by the Station for a term of
three (3) years, and 2% of the total consideration shall be
attributable to the non-competition agreement.
(h) Buyer or Seller may terminate the Purchase Agreement without
penalty or liability (except in the event of a default of a
party) if for any reason the Closing thereunder has not taken
place by December 31, 1995. Notwithstanding any other
provision in the Purchase Agreement, Buyer shall not be
obligated to Close until the fourth quarter of 1995, at a time
and place of its choosing.
(i) Buyer shall not be obligated to consummate the Purchase
Agreement if there is a material adverse change in the
Station's tangible properties during the period from the date
of the Purchase Agreement until Closing.
(j) Seller shall pay all federal, state and local sales or
transfer taxes arising from the conveyance of the Assets to
Buyer.
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3. Buyer shall deposit with First Union National Bank, the sum of THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) upon execution of
the Purchase Agreement, (the "Deposit") pursuant to an Escrow Deposit
Agreement, among the parties. In the event that the Buyer wrongfully
fails to close and Seller has fully complied with the terms of the
Purchase Agreement, then only in that event Buyer shall forfeit the
Deposit to Seller as liquidated damages and as the exclusive remedy of
Seller against Buyer.
4. The parties shall in good faith endeavor to prepare and negotiate a
Purchase Agreement acceptable to each party in its discretion, to be
executed by Seller and a subsidiary of Buyer no later than February
28, 1995. If the Purchase Agreement is not executed by February 28,
1995, then the terms of this letter shall expire without any liability
to either Seller or Buyer.
5. From the date of its execution of this letter until the sooner of (i)
the execution of a Purchase Agreement or (ii) the termination of the
obligations of the parties hereunder, Seller shall not seek, transfer,
convey or otherwise dispose of, with or without consideration, any
assets used or useful in or relating to the Station other than in the
ordinary course of business.
6. Buyer shall be afforded, from and after the date hereof, reasonable
opportunity to inspect the Stations and the books and records of the
Seller. Until such a time as a Purchase Agreement may be executed
which shall supersede this letter, this proposal is contingent upon
and subject to proper confirmation and verification by Buyer of the
financial and other information made available to Buyer by the Seller,
review of further financial or other information relating to the
purchase of the Assets and operation of the Station as may be
requested by Buyer, and inspection of the assets and technical
facilities of the Station, all to the satisfaction of Buyer in its
sole discretion.
7. Buyer and Seller each agree that it will use its best efforts to keep
confidential (except for disclosure requirements of federal or state
securities laws and securities markets along with such disclosure to
attorneys, bankers, underwriters investors, etc. as may be appropriate
in the furtherance of this transaction) all information of a
confidential nature obtained by it from the other (including the terms
of this proposal and the identity of Buyer) in connection with the
transactions contemplated by this letter, and in the event that such
transactions are not consummated, will return to the other all
documents and other materials obtained from the other in connection
therewith.
8. Buyer and Seller shall jointly prepare and determine the timing of,
any press release, or other announcement to the public or the news
media relating to the execution of this letter. No party hereto will
issue any press release or make any other public announcement relating
to the transactions contemplated by this letter without the prior
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consent of each other party hereto, except that any party may make any
disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities
markets) if it determines in good faith that it is appropriate to do
so and gives prior notice to each other party hereto.
9. From the proceeds of the sale, Seller shall satisfy its obligations
for a brokerage commission due and payable to Force Communications and
shall hold Buyer harmless from any obligation thereunder.
10. Seller agrees that until February 28, 1995, or earlier if the parties
mutually determine that they are unable to enter into the Purchase
Agreement, it shall not offer or seek to offer, or entertain or
discuss any offer, to sell the Station, nor shall it permit its owners
to offer, to seek to offer, or entertain or discuss any offer to sell,
any interest in the Station to third parties.
11. Except for paragraphs 4, 5, 6, 7, 8, 9, 10 and Paragraph 11 which
shall be legally binding in accordance with their respective terms,
neither this letter nor the acceptance hereof is intended to, and nor
shall it create a binding legal obligation, and the understanding set
forth herein is subject to the execution of the Purchase Agreement.
12. Buyer may assign its rights and obligations under this letter to an
affiliated entity, upon which assignment Buyer's rights and
obligations hereunder shall terminate. Such affiliated entity shall
be the signatory to the Purchase Agreement.
13. This proposal shall expire at 5:00 P.M., Eastern Standard Time on
January 27, 1995, unless earlier accepted by Seller. Acceptance by
Seller shall be evidenced by the signature of the president of Seller
on this Letter of Intent provided to Buyer prior to 5:00 P.M., January
27, 1995.
This letter may be signed in counterparts, all of which taken together shall
constitute one instrument, and any of the parties hereto may execute this
letter by signing any such counterpart. This letter shall become effective
upon execution by all parties hereto.
Please indicate your acceptance of the terms and conditions of this proposal by
signing in the space provided below.
Xxxxxx Communications Corp. XxXxxxx
Broadcasting, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By:
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