EXHIBIT 10.18
August 13, 2001
Xxxx Xxx and Xxx Xxx Xxx
Xxxxxxxxx Communications Corporation
c/o Force Communications and Consultants
LETTER OF INTENT
Dear Xxxx and Xxx Xxx Xxx:
This Offer will set forth the agreement in principle for the purchase from
Greenwood Communications Corporation (GCC) "Seller" by Small Town Radio, Inc.
(STRI) "Buyer," the business and certain assets used or useful is the operation
of Radio Station WDGR AM upon the following terms and conditions:
1. Assets to be Purchased. Buyer shall purchase all assets, including
but not limited to: all real and personal property of Seller, (except land) used
or held for use in connection with the operation of the Station; all audio and
transmitter equipment; tower, furniture and fixtures; the call letters and other
trade names used in connection with the Station; the permits issued by the
Federal Communications Commission (the "Commission") for the Station; all
leases, contracts and agreements approved by the Buyer.
2. Liabilities to be Assumed by Xxxxx. Buyer will not assume any
liabilities of Seller but will assume the obligations to be performed by Seller
on and after the date of closing under the leases, contracts, notes and
agreements acquired and accepted by Buyer from Seller.
3. Purchase Price. As payment for the assets to be acquired by Buyer from
Seller, Buyer will pay to Seller a total of One Hundred and Seventy Five
Thousand Dollars ($175,000.00) cash at close.
4. Closing. The closing of the transaction shall take place within ten
(10) business days (i) after the date the Commission gives initial Grant
consenting the assignment of permits from Seller to Buyer, or (ii) after the
date Grant becomes final, shall be the option of the Buyer.
5. Conditions. The purchase by Buyer of the assets related to the Station is
conditioned upon the following:
(a) Within fifteen (15) days of signing this Offer, Buyer shall
have completed all due diligence and inspections and found satisfactory to the
Buyer: Station's business books, sales inventory, payroll, leases, Station's
signal plus audio and transmitter equipment, contracts and other assets used and
useful in the operation of the Station.
(b) Within thirty (30) days of signing this Offer, Buyer and
Seller shall enter into the definitive Asset Purchase Agreement in form and
substance initially satisfactory to Seller and Buyer and containing usual
representations, warranties, covenants and conditions. The Buyer shall deposit
ten (10) percent of purchase price in escrow upon signing the Asset Purchase
Agreement. The Asset Purchase Agreement and application for transfer of control
shall be placed before the Federal Communications Commission for required
approval.
In the event such conditions are not satisfied, this Offer shall be null and
void and neither Seller nor Buyer shall have any further liability whatsoever to
the other.
6. Exclusivity. Unless and until this Offer is terminated, Seller will not
solicit or entertain offers for the Station from third parties.
7. Broker Fee. Xxxxxx agrees to pay broker fee to Force Communications &
Consultants.
8. Confidentiality. Seller and Xxxxx shall keep confidential the execution of
this Offer and sale of the Station until the Asset Purchase Agreement has been
executed and submitted to the Commission in a request for transfer of control
and will become public information.
If the foregoing correctly sets forth our agreement in principle, please sign
this signature page.
SIGNATURE PAGE
Agreed to:
BUYER
/s/ Xxx Xxxx
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Small Town Radio, Inc. Date: August 13, 2001
SELLER
/s/ Xxxx Xxx, Vice President
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Greenwood Communications Corporation Date: August 19, 2001
