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EXHIBIT 10.2
FIRST OFFER AGREEMENT
This First Offer Agreement (this "Agreement") is made and entered into
this October 1, 1998, by Xxx Communications, Inc., a Delaware corporation
("CCI"), G.C. Investments, a Nevada limited liability company ("GCI"), and
Xxxxxxx X. Xxxxxxxxx, as Trustee of the Unified Credit Trust created under a
Declaration of Trust dated December 6, 1988 (the "Unified Credit Trust").
RECITALS
A. CCI, Prime South Diversified, Inc., a Delaware corporation ("PSD"),
Xxx Communications Las Vegas, a Delaware corporation ("CCLV"), and certain
shareholders of PSD are parties to an Agreement and Plan of Merger dated as of
May 4, 1998 (the "Merger Agreement").
B. The execution and delivery of this Agreement is a condition to the
obligations of CCI, PSD, CCLV and the Stockholders (as hereinafter defined) to
consummate the transactions contemplated by the Merger Agreement.
C. Capitalized terms used, but not defined, herein shall have the
meanings ascribed to such terms in the Certificate of Designations of the
Series A Convertible Preferred Stock of CCI (the "Certificate of
Designations").
IT IS HEREBY AGREED BY THE PARTIES as follows:
Section 1. The following terms shall have the following meanings for
purposes of this Agreement.
(a) "Affiliates" of any specified Person shall mean any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.
(b) "Capital Stock" shall mean any and all shares of
corporate stock, partnership interest, units or other interest in the equity of
a Person (however designated and
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whether representing rights to vote, rights to participate in dividends or
distributions upon liquidation or otherwise with respect to such Person, any
division or subsidiary thereof, or any joint venture, partnership, corporation
or other entity).
(c) "control" when used with respect to any Person shall mean
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract, or
otherwise; "controlling" and "controlled" shall have the meanings correlative
to the foregoing.
(d) "Greenspun Affiliate" shall mean Xxxxx X. Xxxxxxxxx,
Xxxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Fine, Xxxxx Xxxx, the Unified
Credit Trust, G.C. Investments, a Limited Liability Company, any of their
spouses or descendants (including adopted persons of any of the foregoing
individuals), trusts for the primary benefit of any of the foregoing
individuals, the estate of any of the foregoing individuals, or any
corporation, partnership, limited liability company or any other entity a
majority of the Capital Stock in which is owned by one or any group of the
foregoing individuals or Persons.
(e) "Newspaper Services" shall mean the utilization of
services provided by a daily newspaper of general circulation in the Las Vegas,
Nevada Area of Dominant Influence (as defined by The Arbitron Company).
(f) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, trust, joint venture, governmental
authority or other entity.
(g) "Prospective Transferee" shall mean, with respect to any
Greenspun Affiliate, any Person other than any Greenspun Affiliate, and with
respect to CCI or CCLV, any Person other than CCI, CCLV and any Affiliate
thereof; and
(h) "Stockholders" shall mean GCI, the Unified Credit Trust,
and any successor thereto or transferee thereof which is a Greenspun Affiliate.
Section 2 (a) At any time in connection with any proposed transfer to
a Prospective Transferee of (i) all or a controlling interest in the capital
stock of CCLV, (ii) all or substantially all of the assets of CCLV, (iii) the
cable television system serving the Las
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Vegas, Nevada Area of Dominant Influence (as defined by The Arbitron Company)
(the "System") owned by CCLV, or (iv) any line of business of CCLV, CCI or
CCLV, as the case may be, shall, before it offers to make any such transfer to,
or negotiates to obtain an offer to purchase any such capital stock, assets,
System or line of business from, any Prospective Transferee, first provide
written notice (the "First Offer Notice") to GCI of the material terms and
conditions on which it is prepared to transfer any such capital stock, assets,
System or line of business to a Prospective Transferee (an "Offer"); provided,
however, that in the event the Offer involves a transaction in which CCI or
CCLV, as the case may be, would receive consideration other than cash, then the
Offer shall also set forth the material terms and conditions on which CCI or
CCLV, as the case may be, is prepared to consummate such a transfer of capital
stock, assets, System or line of business, as the case may be, to a Prospective
Transferee in a transaction in which CCI or CCLV, as the case may be, would
receive substantially similar consideration (taking into account tax costs and
other relevant factors).
(b) (i) If the First Offer Notice relates to a transfer of
all or a controlling interest in the capital stock, or all or substantially all
of the assets, of CCLV or of the System owned by CCLV, GCI shall provide
written notice (a "Response Notice") to CCI (in the case of a transfer of all
of the capital stock of CCLV) or CCLV (in such other cases), within fifteen
(15) days after the date of delivery of the First Offer Notice (the "15 Day
Consideration Period"), of its interest in purchasing all of such offered
capital stock, assets or the System on the terms and subject to the conditions
set forth in the First Offer Notice pursuant to definitive documentation
reasonably acceptable to CCI or CCLV, as the case may be, and GCI, which shall
be negotiated in good faith by the parties following delivery of the Response
Notice in accordance with the terms and conditions of the First Offer Notice.
GCI shall have until the expiration of 60 days after the date of any Response
Notice given pursuant to this Section 2(b)(i) to provide CCI or CCLV, as the
case may be, with evidence reasonably satisfactory to CCI or CCLV, as the case
may be (a "Financing Notice"), of adequate financing for such purchase and to
commit that the Person exercising the right provided for in this Section
2(b)(i) shall be, and shall at the closing of such transaction remain, and in
the case of a direct or indirect transfer of the System, at all times until the
third anniversary of such closing remain, either (I) a Greenspun Affiliate or
(II) a Person at least 33 1/3% of the Capital Stock (in the case of a sale of
the System) a majority of the Capital Stock (in all other cases), of which, on
a fully diluted basis, shall be owned by any one or group of Greenspun
Affiliates.
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(ii) If the First Offer Notice relates to a
transfer of any line of business of CCLV (other than the System), GCI shall
provide a Response Notice to CCLV within seven (7) days after the date of
delivery of the First Offer Notice (the "7 Day Consideration Period") of its
interest in purchasing such offered line of business, on the terms and subject
to the conditions set forth in the First Offer Notice pursuant to definitive
documentation reasonably acceptable to CCLV and GCI, which shall be negotiated
in good faith by the parties following delivery of the Response Notice in
accordance with the terms and conditions of the First Offer Notice. GCI shall
have until the expiration of 30 days after the date of any Response Notice
given pursuant to this Section 2(b)(ii) to provide CCLV with a Financing Notice
for such purchase and to commit that the Person exercising the right provided
for in this Section 2(b)(ii) shall be and shall at the closing of such
transaction remain either (I) a Greenspun Affiliate or (II) a Person at least a
majority of the Capital Stock of which, on a fully diluted basis, shall be
owned by any one or group of Greenspun Affiliates.
(c) The closing of any transaction pursuant to the exercise
of GCI's right pursuant to this Section 2 shall in no event occur later than
one hundred eighty (180) days after the expiration of the 7 Day Consideration
Period or the 15 Day Consideration Period, as the case may be, subject to
reasonable extensions as necessary to obtain the receipt of all necessary
governmental consents and approvals which are a condition thereto as set forth
in such definitive documentation.
(d) (i) CCI or CCLV, as applicable, shall have no further
obligation to GCI pursuant to Section 2 (a) or (b) in connection with the
transaction which is the subject of a First Offer Notice as long as the terms
and conditions of any such transaction, in the aggregate, are no less favorable
to CCI or CCLV, as applicable, than the terms and conditions set forth in the
applicable First Offer Notice, if:
(A) GCI has not provided CCI or CCLV, as applicable,
with a Response Notice by the expiration of the 7 Day Consideration
Period or the 15 Day Consideration Period, as applicable; or
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(B) GCI has provided CCI or CCLV, as applicable,
with a Response Notice, but has not provided CCI or CCLV, as
applicable, with a Financing Notice by expiration of the periods in
which such Financing Notices are to be given pursuant to Section
2(b)(i) or 2(b)(ii), as applicable; or
(C) if the closing for the transaction which is the
subject of such First Offer Notice pursuant to the exercise of GCI's
right pursuant to Section 2 has not occurred (other than as a result
of a material breach by CCI or CCLV, as the case may be, of any of its
covenants hereunder) by the expiration of the one hundred eighty (180)
day period referred to in Section 2(c) (unless such period is extended
as provided in Section 2(c)).
(ii) Notwithstanding the foregoing, if CCI or CCLV,
as applicable, has not entered into a definitive agreement with respect to any
transaction which is the subject of a First Offer Notice within two hundred
forty (240) days after the expiration of:
(A) the 7 Day Consideration Period or the 15 Day
Consideration Period, as applicable, if GCI has not provided CCI or
CCLV, as applicable, with a Response Notice by the expiration of the 7
Day Consideration Period or the 15 Day Consideration Period, as
applicable; or
(B) the period in which a Financing Notice is to be
given pursuant to Section 2(b)(i) or (b)(ii), as applicable, if GCI
has provided CCI or CCLV, as applicable, with a Response Notice, but
has not provided CCI or CCLV, as applicable, with a Financing Notice
by the expiration of such periods, as applicable; or
(C) the 180 day period referred to in Section 2(c)
(unless and to the extent such period is extended as provided in
Section 2(c)), if GCI has provided a timely Response Notice and
Financing Notice but the closing for any transaction pursuant to the
exercise of GCI's right pursuant to Section 2 has not occurred (other
than as a result of a material breach by CCI or CCLV, as the case may
be, of any of its covenants hereunder) by the expiration of such
period;
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then, any subsequent transfer of all or a controlling interest in the capital
stock of CCLV, all or substantially all of the assets of CCLV, the System owned
by CCLV or any line of business of CCLV, CCI or CCLV to a Prospective
Transferee shall once again be subject to the terms and conditions of this
Section 2.
Section 3. (a) At any time in connection with the transfer of all or
substantially all of the assets of CCI to a Prospective Transferee or a Change
of Control as defined in Section 1.13 of the Certificate of Designations, CCI
shall provide to GCI, within 15 days after the execution of the definitive
documentation therefor, written notice (the "CCI Sale Notice") of such transfer
or Change of Control and offer GCI the right to purchase from CCI that number
of shares of each class of capital stock of CCLV (other than CCLV Preferred)
held by CCI as of the date of such CCI Sale Notice equal to the (i) the
Conversion Percentage attributable to the Series A Preferred Stock of CCI held
by the Greenspun Affiliates as of such date, multiplied by (ii) the total
number of shares of each such class of capital stock of CCLV (other than CCLV
Preferred) for an aggregate purchase price equal to (i) the Conversion
Percentage attributable to the Series A Stock of CCI held by the Greenspun
Affiliates, multiplied by (ii) the Company Value (as defined in Section 3(e)
hereof).
(b) GCI shall provide written notice to CCI (the "CCI Sale
Response Notice") within fifteen (15) days after the date of delivery of the
CCI Sale Notice, to advise CCI of its interest in purchasing such shares of
capital stock pursuant to definitive documentation reasonably acceptable to CCI
and GCI, which shall be negotiated in good faith by the parties. GCI shall have
until the expiration of 60 days after the date of any CCI Sale Response Notice
to provide CCI with a Financing Notice for such purchase and to commit that the
Person exercising the right provided for in this Section 3(b) shall be and
shall at the closing of such transaction remain either (i) a Greenspun
Affiliate or (ii) a Person at least a majority of the Capital Stock of which,
on a fully diluted basis, shall be owned by any one or group of Greenspun
Affiliates. The closing of any such transaction pursuant to this Section 3
shall occur as soon as commercially practicable, subject to reasonable
extensions necessary to obtain the receipt of all necessary governmental
consents and approvals which are a condition thereto as set forth in such
definitive documentation.
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(c) The closing of any transaction pursuant to the exercise
of GCI's rights pursuant to this Section 3 shall in no event occur later than
one hundred eighty (180) days after the date of delivery of the CCI Sale
Notice.
(d) CCI shall have no further obligation to GCI pursuant to
Section 3(a) or (b) in connection with a transaction that is the subject of a
CCI Sale Notice, if:
(A) GCI has not provided CCI with the CCI Sale
Response Notice by the expiration of the 15 day period in which such
CCI Sale Response Notice is to be given pursuant to Section 3(a); or
(B) GCI has provided CCI with a CCI Sale Response
Notice, but has not provided CCI with a Financing Notice by the
expiration of the period in which such Financing Notice is to be given
pursuant to Section 3(b); or
(C) the closing for any transaction which is the
subject of such CCI Sale Response Notice pursuant to the exercise of
GCI's right pursuant to Section 3 has not occurred (other than as a
result of a material breach by CCI of any of its covenants hereunder)
by the expiration of the one hundred eighty (180) day period referred
to in Section 3(c).
(e) (i) For purposes hereof, the "Company Value" is the cash
price at which a willing seller would sell and a willing buyer would buy all of
the Capital Stock of CCLV (other than the CCLV Preferred) as a going concern,
both having full knowledge of all relevant facts, including, without
limitation, the Liabilities (as defined in the Certificate of Designations),
and being under no compulsion to buy or sell, in an arm's length transaction
without time constraints as determined in accordance with the procedures set
forth in this Section 3(e) as of the month ended immediately prior to the date
of the CCI Sale Notice.
(ii) The parties hereto shall negotiate in good
faith to determine the Company Value of CCLV. If the parties cannot agree upon
the Company Value of CCLV within 30 days of the CCLV Financing Notice, then
either party may elect to have the Company Value determined by an independent
investment bank, accounting firm, appraisal firm or consulting firm which is
experienced in the cable television industry and in the
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valuation of cable television and other media assets (a "Qualified Appraiser")
in accordance with the provisions hereof by giving written notice (an
"Appraisal Notice") to the other party (the "Non-Electing Party"). Within ten
business days of receipt of the Appraisal Notice by the Non-Electing Party, the
parties will attempt to agree on one Qualified Appraiser. If the parties cannot
agree on one Qualified Appraiser within such ten business day period, one
Qualified Appraiser shall be appointed by CCI and one Qualified Appraiser shall
be appointed by GCI on the date such ten business day period expires. The
Qualified Appraiser or Qualified Appraisers, as the case may be, shall submit
their final report of the Company Value within 30 days of appointment. If the
higher of the two appraisals is less than or equal to 10% higher than the lower
of the two, the final Company Value shall be the average of the Company Values
set forth in each such appraisal. If the disparity between the Company Value
determined by the higher of the two appraisals as compared to the lower of the
two is greater than 10%, the Qualified Appraisers shall select a third
Qualified Appraiser. If they cannot agree upon a third Qualified Appraiser
within five business days of the later submitted appraisal of the Company
Value, then the third Qualified Appraiser shall be selected by the Atlanta,
Georgia office of the American Arbitration Association, and such third
Qualified Appraiser shall make its determination of the Company Value within 30
days of appointment. The Company Value shall be the average of the two Company
Values set forth in such appraisals that are closest among the three
appraisals; provided that if each of the highest and lowest Company Value set
forth in such appraisals is equidistant from the middle Company Value set forth
in such appraisals, the Company Value shall be such middle Company Value. The
agreed upon Company Value by the parties or the valuation decision of such
Qualified Appraiser(s) as determined in accordance herewith shall be final and
conclusive. The determination of GCI with respect to the Company Value shall
bind all the Greenspun Affiliates with respect to the Company Value for
purposes hereof. In determining the Company Value, the following principles
shall apply: (a) the valuation of any cable television system will be based on
a going concern basis, in conformity with standard appraisal techniques,
applying market factors then relevant; and (b) the valuation shall consider all
factors which reasonably might affect such valuation, including, without
limitation, if and as appropriate, industry developments, and federal and local
legislation or regulation including any proposals therefor. CCI shall bear the
costs and expenses of the Qualified Appraiser(s).
Section 4. (a) At any time in connection with any proposed transfer of
all or any of the Series A Convertible Preferred Stock, par value $1.00 per
share, of CCI (the "Series A
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Stock") held by a Stockholder (including the proposed issuance of an option to
acquire such Series A Stock) to a Prospective Transferee by such Stockholder,
such Stockholder (a "Notifying Stockholder") shall, before it offers to
transfer the Series A Stock to, or negotiates to obtain an offer to purchase
the Series A Stock from, any Prospective Transferee, first provide written
notice (the "Stock First Offer Notice") to CCI of the material terms and
conditions on which it is prepared to transfer the Series A Stock to a
Prospective Transferee (a "Stock Offer"). In no event shall any Stockholder
sell any of the Series A Stock for consideration other than cash. Prior to the
pledge or other encumbrance of the Series A Stock, the Stockholder whose Series
A Stock will be subject to such pledge or other encumbrance shall cause the
pledgee or holder of such other encumbrance to acknowledge that the exercise by
such pledgee or holder with respect to such Series A Stock shall be subject to
CCI's rights set forth in this Agreement.
(b) CCI shall have the right to purchase the Series A Stock
of the Notifying Stockholder on the terms and subject to the conditions set
forth in the Stock First Offer Notice pursuant to definitive documentation
reasonably acceptable to CCI and such Stockholder, which shall be negotiated in
good faith by the parties in accordance with the terms and conditions of the
Stock First Offer Notice, exercisable by providing (i) written notice to a
Notifying Stockholder (the "Stock Response Notice") within 15 days of the date
of the Stock First Offer Notice (the "Stock Consideration Period"), and (ii)
evidence reasonably satisfactory to such Stockholder of adequate financing for
such purchase of the Series A Stock by CCI. The closing of such transaction
shall in no event occur later than sixty (60) days after the expiration of the
Stock Consideration Period, subject to reasonable extensions necessary to
obtain the receipt of all necessary governmental consents and approvals which
are a condition thereto as set forth in such definitive documentation.
(c) If CCI has not provided a Notifying Stockholder with a
Stock Response Notice by the expiration of the Stock Consideration Period, such
Stockholder shall be free to negotiate with any Prospective Transferee to
transfer, and transfer, the Series A Stock to such Prospective Transferee on
any terms and conditions as long as such terms and conditions, in the
aggregate, are no less favorable to such Stockholder than the terms and
conditions set forth in the Stock First Offer Notice; provided, however, that
if any Notifying Stockholder has not entered into a definitive agreement with
respect to any such transaction within one hundred eighty (180) days of the
expiration of the Stock Consideration Period, any subsequent transfer
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of the Series A Stock to a Prospective Transferee shall once again be subject
to the terms and conditions of this Section 4.
(d) All shares of Series A Stock transferred by any
Stockholder to a Greenspun Affiliate shall remain subject to the rights of CCI
set forth in this Section 4 and a transferring Stockholder shall deliver to CCI
in connection with any such transfer, a written acknowledgment from the
transferee Greenspun Affiliate, of its obligations hereunder. Any transfer of
Series A Stock in violation of this subsection (d) shall be null and void. Each
Stockholder hereby acknowledges and agrees that any Series A Stock it may hold
from time to time, no matter how acquired, shall be subject to this Agreement
Section 5. In the event that CCLV intends to utilize Newspaper
Services, CCLV shall first offer The Las Vegas Sun, Inc. ("LVS") the right of
first negotiation to provide such Newspaper Services on commercially reasonable
terms. Such right of first negotiation shall extend for a period of forty-five
(45) days after LVS receives written notice from CCLV, of its intention to
utilize Newspaper Services. During such forty-five (45) day negotiation period,
CCLV shall be free to negotiate with any other party concerning the provision
of Newspaper Services; provided, however, that CCLV may not enter into an
agreement for the provision of such Newspaper Services with a party other than
LVS on terms that are less favorable in any material respect to CCLV than the
terms offered by LVS during the forty-five (45) day negotiation period.
Section 6. This Agreement, all of its provisions, and all dealings by
and between the parties to this Agreement regarding this Agreement are and
shall remain confidential, and shall not in any way, directly or indirectly, be
disclosed, divulged or communicated to any Person not a party to this Agreement
(except for any attorney, employee, director, officer, consultant or advisor of
a party to this Agreement, who shall be informed of, and caused by such party
to be bound by the provisions of, this Agreement), except as may be required
for the consummation of the transactions contemplated hereby or as required by
applicable law, including, without limitation, applicable securities laws or
regulations and the rules and regulations of any securities exchange on which
the securities of the party so disclosing, divulging or communicating may be
listed or admitted for trading and in connection with legal proceedings
pursuant to subpoena or the request of a governmental authority. Any breach of
this Section 6 by a party to this Agreement shall entitle any other party to
this Agreement to
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obtain injunctive relief to prevent further breaches of this Section 6, and to
obtain damages, including without limitation, reimbursement of expenses
relating to the breach, and the award of attorneys' fees.
Section 7. (a) Except as otherwise expressly provided in this
Agreement, all notices, requests and other communications to any party
hereunder shall be in writing (including a facsimile or similar writing) and
shall be given to such party at the address or facsimile number specified for
such party set forth below or as such party shall hereafter specify for the
purpose by notice to the other parties:
If to CCLV or CCI: Xxx Communications, Inc.
0000 Xxxx Xxxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Legal Department
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
With a copy to: Dow, Xxxxxx & Xxxxxxxxx, PLLC
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to GCI or the
Unified Credit
Trust: G. C. Investments
000 Xxxxx Xxxxx Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Xxxx Xxxxxxx, Esq.
Brownstein, Hyatt, Xxxxxx &
Xxxxxxxxxx, P.C.
000 00xx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Each such notice, request or other communication shall be effective (i) if
given by facsimile, at the time such facsimile is transmitted and the
appropriate confirmation is received (or, if such time is not during a business
day, at the beginning of the next such business day), (ii) if given by mail,
five business days (or, if to an address outside the United States, seven
calendar days) after such communication is deposited in the mails with
first-class postage prepaid, addressed as aforesaid, or (iii) if given by any
other means, when delivered at the address specified pursuant to this Section
7(a).
(b) This Agreement is not intended to confer any rights or
remedies hereunder upon, and shall not be enforceable by, any Person other than
the parties hereto and their respective successors and assigns pursuant to
Section 7(i).
(c) No failure by any party to insist upon the strict
performance of any covenant, agreement, term or condition of this Agreement or
to exercise any right or remedy consequent upon a breach of such or any other
covenant, agreement, term or condition shall operate as a waiver of such or any
other covenant, agreement, term or condition of this Agreement. No waiver shall
affect or alter the remainder of this Agreement but each and every covenant,
agreement, term and condition hereof shall continue in full force and effect
with respect to any other then existing or subsequent breach. The rights and
remedies provided by this Agreement are cumulative and the exercise of any one
right or remedy by any party shall not preclude or waive its right to exercise
any or all other rights or remedies.
(d) This Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings of the parties in connection herewith, and no
covenant, representation or condition not expressed in this Agreement shall
affect, or be effective to interpret, change or restrict, the express
provisions of this Agreement.
(e) This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument, which may be sufficiently
evidenced by one counterpart.
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(f) Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement which are valid.
(g) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada applicable to
contracts made and to be performed wholly within such State, and without regard
to the conflicts of laws principles of such State. Any suit brought with
respect to this Agreement, whether in contract, tort, equity or otherwise,
shall be brought in the state or federal courts sitting in Las Vegas, Nevada,
the parties hereby waiving any claim or defense that such forum is not
convenient or proper. Each party hereby agrees that any such court shall have
in personam jurisdiction over it, consents to service of process in any manner
authorized by Nevada law, and agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner specified by law.
(h) This Agreement shall be binding on and enforceable
against the successors and assigns of the parties hereto.
(i) The rights of GCI, and the obligations of CCI and CCLV,
as applicable, as set forth in Sections 2, 3 and 5 hereof shall automatically
terminate as of such time that the Conversion Percentage attributable to the
Series A Stock held by the Greenspun Affiliates in the aggregate is less than
10%.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first written above.
XXX COMMUNICATIONS LAS VEGAS, INC.
By: /s/ Xxxx X. Xxxx
---------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
XXX COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxx
---------------------------------
Name: Xxxx X. Xxxx
Title: Vice President Accounting
& Financial Planning
G.C. INVESTMENTS
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Manager
UNIFIED CREDIT TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Trustee
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