EXHIBIT 2.3
ASSET PURCHASE AGREEMENT
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THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 29,
2000 among Clear Channel Broadcasting, Inc., a Nevada corporation ("CCB"), Clear
Channel Broadcasting Licenses, Inc., a Nevada corporation ("CCBL") (CCB and
CCBL, collectively, "Seller"), and Nassau Broadcasting Partners, L.P., a
Delaware limited partnership ("Buyer").
Recitals
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A. Seller owns and operates the following radio broadcast stations
(collectively, the "Stations") pursuant to certain authorizations issued by the
Federal Communications Commission (the "FCC"):
WEEX (AM), Easton, Pennsylvania
WODE-FM, Easton, Pennsylvania
B. Subject to the terms and conditions set forth herein, Buyer desires to
acquire the Station Assets (defined below).
C. Clear Channel Communications, Inc. (Seller's parent), CCU Merger Sub,
Inc. and AMFM Inc. are parties to an Agreement and Plan of Merger dated October
2, 1999 (the "AMFM Agreement").
Agreement
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NOW, THEREFORE, taking the foregoing into account, and in consideration of
the mutual covenants and agreements set forth herein, the parties, intending to
be legally bound, hereby agree as follows:
ARTICLE 1: PURCHASE OF ASSETS
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1.1. Station Assets. On the terms and subject to the conditions hereof, on
the Closing Date (defined below), Seller shall sell, assign, transfer, convey
and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of
the right, title and interest of Seller in and to all of the assets, properties,
interests and rights of Seller of whatsoever kind and nature, real and personal,
tangible and intangible, which are used exclusively in the operation of the
Stations and specifically described in this Section 1.1, but excluding the
Excluded Assets as hereafter defined (the "Station Assets"):
(a) all licenses, permits and other authorizations which are issued
to Seller by the FCC with respect to the Stations (the "FCC Licenses") and
described on Schedule 1.l(a), including any renewals or modifications thereof
between the date hereof and Closing;
(b) all equipment, electrical devices, antennae, cables, tools,
hardware, office furniture and fixtures, office materials and supplies,
inventory, motor vehicles, spare parts and other tangible personal property of
every kind and description which are used exclusively in the operation of the
Stations and listed on Schedule 1.1(b), except any retirements or dispositions
thereof made between the date hereof and Closing in the ordinary course of
business and consistent with past practices of Seller (the "Tangible Personal
Property");
(c) all Time Sales Agreements and Trade Agreements (both defined in
Section 2.1), Real Property Leases (defined in Section 7.7), and other
contracts, agreements, and leases which are used in the operation of the
Stations and listed on Schedule 1.1(c), together with all contracts,
agreements, and leases made between the date hereof and Closing in the ordinary
course of business that are used in the operation of the Stations (the "Station
Contracts");
(d) all of Seller's rights in and to the Stations' call letters and
Seller's rights in and to the trademarks, trade names, service marks,
franchises, copyrights, computer software, programs and programming material,
jingles, slogans, logos, and other intangible property which are used
exclusively in the operation of the Stations and listed on Schedule 1.1(d)
(the "Intangible Property");
(e) Seller's rights in and to all the files, documents, records, and
books of account (or copies thereof) relating exclusively to the operation of
the Stations, including the Stations' local public files, programming
information and studies, blueprints, technical information and engineering data,
advertising studies, marketing and demographic data, sales correspondence, lists
of advertisers, credit and sales reports, and logs, but excluding records
relating to Excluded Assets (defined below); and
(f) any real property which is used exclusively in the operation of
the Stations (including any of Seller's appurtenant easements and improvements
located thereon) and described on Schedule 1.1(f) (the "Real Property").
The Station Assets shall be transferred to Buyer free and clear of
liens, claims and encumbrances ("Liens") except for (i) Assumed Obligations
(defined in Section 2.1), (ii) liens for taxes not yet due and payable and for
which Buyer receives a credit pursuant to Section 3.3, (iii) such liens,
easements, rights of way, building and use restrictions, exceptions,
reservations and limitations that do not in any material respect detract from
the value of the property subject thereto or impair the use thereof in the
ordinary course of the business of the Stations, and (iv) any items listed on
Schedule 1.1(b) (collectively, "Permitted Liens").
1.2. Excluded Assets. Notwithstanding anything to the contrary contained
herein, the Station Assets shall not include the following assets along with all
rights, title and interest therein (the "Excluded Assets"):
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(a) all cash and cash equivalents of Seller, including without
limitation certificates of deposit, commercial paper, treasury bills, marketable
securities, asset or money market accounts and all such similar accounts or
investments;
(b) all accounts receivable or notes receivable arising in the
operation of the Stations prior to Closing;
(c) all tangible and intangible personal property of Seller disposed
of or consumed in the ordinary course of business of Seller between the date of
this Agreement and Closing;
(d) all Station Contracts that terminate or expire prior to Closing
in the ordinary course of business of Seller;
(e) Seller's name, corporate minute books, charter documents,
corporate stock record books and such other books and records as pertain to the
organization, existence or share capitalization of Seller, duplicate copies of
the records of the Stations, and all records not relating exclusively to the
operation of the Stations;
(f) contracts of insurance, and all insurance proceeds or claims made
thereunder;
(g) except as provided in Section 10.4, all pension, profit sharing
or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and
any other employee benefit plan or arrangement and the assets thereof, if any,
maintained by Seller; and
(h) all rights, properties and assets described on Schedule 1.2(h),
and all rights, properties and assets not specifically described in Section
1.1.
ARTICLE 2: ASSUMPTION OF OBLIGATIONS
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2.1. Assumed Obligations. On the Closing Date, Buyer shall assume the
obligations of Seller (the "Assumed Obligations") arising after Closing under
the Station Contracts, including without limitation all agreements for the sale
of advertising time on the Stations for cash in the ordinary course of business
("Time Sales Agreements") and all agreements for the sale of advertising time on
the Stations for non-cash consideration ("Trade Agreements").
2.2. Retained Obligations. Buyer does not assume or agree to discharge or
perform and will not be deemed by reason of the execution and delivery of this
Agreement or any agreement, instrument or document delivered pursuant to or in
connection with this Agreement or otherwise by reason of the consummation of
the transactions contemplated hereby, to have assumed or to have agreed to
discharge or perform, any liabilities, obligations or commitments of Seller of
any nature whatsoever whether accrued, absolute, contingent or otherwise and
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whether or not disclosed to Buyer, other than the Assumed Obligations (the
"Retained Obligations").
ARTICLE 3: PURCHASE PRICE
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3.1. Purchase Price. In consideration for the sale of the Station Assets
to Buyer, in addition to the assumption of the Assumed Obligations, Buyer shall
at Closing (defined below) deliver to Seller by wire transfer of immediately
available funds, Thirty Million Dollars ($30,000,000) subject to adjustment
pursuant to Section 3.3 (the "Purchase Price").
3.2. Deposit. On the date of this Agreement, Buyer shall deposit an amount
equal to 20% of the Purchase Price (the "Deposit") with NationsBank/Bank of
America (the "Escrow Agent") pursuant to the Escrow Agreement (the "Escrow
Agreement") of even date herewith among Buyer, Seller and the Escrow Agent. At
Closing, the Deposit shall be applied to the Purchase Price and any interest
accrued thereon shall be disbursed to Buyer. If this Agreement is terminated by
Seller due to Buyer's failure to consummate the Closing on the Closing Date or
if this Agreement is otherwise terminated by Seller pursuant to Section
16.1(c), the Deposit and any interest accrued thereon shall be disbursed to
Seller as partial payment of liquidated damages pursuant to Section 16.3. If
this Agreement is terminated for any other reason, the Deposit and any interest
accrued thereon shall be disbursed to Buyer.
3.3. Prorations and Adjustments. Except as otherwise provided herein, all
deposits, reserves and prepaid and deferred income and expenses relating to the
Station Assets or the Assumed Obligations and arising from the conduct of the
business and operations of the Stations shall be prorated between Buyer and
Seller in accordance with generally accepted accounting principles as of 11:59
p.m. on the date immediately preceding the Closing Date. Such prorations shall
include, without limitation, all ad valorem, real estate and other property
taxes (but excluding taxes arising by reason of the transfer of the Station
Assets as contemplated hereby which shall be paid as set forth in Section 13.1),
business and license fees, music and other license fees (including any
retroactive adjustments thereof), utility expenses, amounts due or to become due
under Station Contracts, rents, lease payments and similar prepaid and deferred
items. Real estate taxes shall be apportioned on the basis of taxes assessed for
the preceding year, with a reapportionment, if any, as soon as the new tax rate
and valuation can be ascertained. Except as otherwise provided herein, the
prorations and adjustments contemplated by this Section 3.3, to the extent
practicable, shall be made on the Closing Date. As to those prorations and
adjustments not capable of being ascertained on the Closing Date, an adjustment
and proration shall be made within ninety (90) calendar days of the Closing
Date. In the event of any disputes between the parties as to such adjustments,
the amounts not in dispute shall nonetheless be paid at the time provided herein
and such disputes shall be determined by an independent certified public
accountant mutually acceptable to the parties, and the fees and expenses of such
accountant shall be paid one-half by Seller and one-half by Buyer.
3.4. Allocation. The Purchase Price shall be allocated among the Station
Assets in a manner as mutually agreed between the parties based upon an
appraisal prepared by Bond &
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Xxxxxx (whose fees shall be paid one-half by Seller and one-half by Buyer).
Seller and Buyer agree to use the allocations determined pursuant to this
Section 3.4 for all tax purposes, including without limitation, those matters
subject to Section 1060 of the Internal Revenue Code of 1986, as amended.
ARTICLE 4: CLOSING
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4.1. Closing. The consummation of the sale and purchase of the Station
Assets (the "Closing") shall occur on a date (the "Closing Date") and at a time
and place designated solely by Seller after FCC Consent (defined below), subject
to satisfaction or waiver of the conditions to Closing contained herein (other
than those to be satisfied at Closing). If requested by Seller, prior to Closing
the parties shall hold a pre-closing conference at a time and place designated
by Seller, at which the parties shall provide (for review only) all documents to
be delivered at Closing under this Agreement, each duly executed but undated,
and otherwise confirm their ability to timely consummate the Closing.
ARTICLE 5: GOVERNMENTAL CONSENTS
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Closing is subject to and conditioned upon (i) prior FCC consent (the "FCC
Consent" to the assignment of the FCC Licenses to Buyer, (ii) United States
Department of Justice ("DOJ") prior approval (the "DOJ Consent") of the
transactions contemplated hereby, including without limitation any such approval
as may be necessary to enable Seller to consummate the merger under the AMFM
Agreement, and (iii) expiration or termination of any applicable waiting period
("HSR Clearance") under the HSR Act (defined below).
5.1. FCC. On a date designated by Seller, Buyer and Seller shall file an
application with the FCC (the "FCC Application") requesting the FCC Consent.
Buyer and Seller shall diligently prosecute the FCC Application and otherwise
use their best efforts to obtain the FCC Consent as soon as possible. If the FCC
Consent imposes upon Buyer any condition (including without limitation any
divestiture condition), Buyer shall timely comply therewith.
5.2. HSR. If not previously filed, then within five (5) business days
after the execution of this Agreement, Buyer and Seller shall make any required
filings with the Federal Trade Commission and the DOJ pursuant to the Xxxx-
Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with
respect to the transactions contemplated hereby (including a request for early
termination of the waiting period thereunder), and shall thereafter promptly
respond to all requests received from such agencies for additional information
or documentation.
5.3. General. Buyer and Seller shall notify each other of all documents
filed with or received from any governmental agency with respect to this
Agreement or the transactions contemplated hereby. Buyer and Seller shall
furnish each other with such information and assistance as such the other may
reasonably request in connection with their preparation of any governmental
filing hereunder. If Buyer becomes aware of any fact relating to it which would
prevent or delay the FCC Consent, the DOJ Consent or HSR Clearance, Buyer shall
promptly
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notify Seller thereof and take such steps as necessary to remove such
impediment, including but not limited to divesting any stations and terminating
any agreements to acquire or program or market any stations.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF BUYER
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Buyer hereby makes the following representations and warranties to Seller:
6.1. Organization and Standing. Buyer is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, and
is qualified to do business in each jurisdiction in which the Station Assets are
located. Buyer has the requisite power and authority to execute and deliver this
Agreement and all of the other agreements and instruments to be executed and
delivered by Buyer pursuant hereto (collectively, the "Buyer Ancillary
Agreements"), to consummate the transactions contemplated hereby and thereby and
to comply with the terms, conditions and provisions hereof and thereof.
6.2. Authorization. The execution, delivery and performance of this
Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized
and approved by all necessary action of Buyer and do not require any further
authorization or consent of Buyer. This Agreement is, and each Buyer Ancillary
Agreement when executed and delivered by Buyer and the other parties thereto
will be, a legal, valid and binding agreement of Buyer enforceable in accordance
with its respective terms, except in each case as such enforceability may be
limited by bankruptcy, moratorium, insolvency, reorganization or other similar
laws affecting or limiting the enforcement of creditors' rights generally and
except as such enforceability is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
6.3. No Conflicts. Neither the execution and delivery by Buyer of this
Agreement and the Buyer Ancillary Agreements or the consummation by Buyer of any
of the transactions contemplated hereby or thereby nor compliance by Buyer with
or fulfillment by Buyer of the terms, conditions and provisions hereof or
thereof will: (i) conflict with any organizational documents of Buyer or any
law, judgment, order or decree to which Buyer is subject; or (ii) require the
approval, consent, authorization or act of, or the making by Buyer of any
declaration, filing or registration with, any third party or any foreign,
federal, state or local court, governmental or regulatory authority or body,
except the FCC Consent and DOJ Consent, and, if applicable, HSR Clearance.
6.4. Qualification. Buyer is legally, financially and otherwise qualified
to be the licensee of, acquire, own and operate the Stations under the
Communications Act of 1934, as amended (the "Communications Act") and the rules,
regulations and policies of the FCC. There are no facts that would, under
existing law and the existing rules, regulations, policies and procedures of the
FCC, disqualify Buyer as an assignee of the FCC Licenses or as the owner and
operator of the Stations. No waiver of any FCC rule or policy is necessary for
the FCC Consent to be obtained. There is no action, suit or proceeding pending
or threatened against Buyer which questions the legality or propriety of the
transactions contemplated by this
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Agreement or could materially adversely affect Buyer's ability to perform its
obligations hereunder. Buyer has and will have available on the Closing Date
sufficient funds to enable it to consummate the transactions contemplated
hereby.
6.5. No Finder. No broker, finder or other person is entitled to a
commission, brokerage fee or other similar payment in connection with this
Agreement or the transactions contemplated hereby as a result of any agreement
or action of Buyer or any party acting on Buyer's behalf, except Seratin Bros.,
Inc., whose fee will be paid by Buyer.
ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF SELLER
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Seller makes the following representations and warranties to Buyer:
7.1. Organization. Seller is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, and is
qualified to do business in each jurisdiction in which the Station Assets are
located. Seller has the requisite power and authority to execute and deliver
this Agreement and all of the other agreements and instruments to be executed
and delivered by Seller pursuant hereto (collectively, the "Seller Ancillary
Agreements"), to consummate the transactions contemplated hereby and thereby and
to comply with the terms, conditions and provisions hereof and thereof.
7.2. Authorization. The execution, delivery and performance of this
Agreement and the Seller Ancillary Agreements by Seller have been duly
authorized and approved by all necessary action of Seller and do not require any
further authorization or consent of Seller. This Agreement is, and each Seller
Ancillary Agreement when executed and delivered by Seller and the other parties
thereto will be, a legal, valid and binding agreement of Seller enforceable in
accordance with its respective terms, except in each case as such enforceability
may be limited by bankruptcy, moratorium, insolvency, reorganization or other
similar laws affecting or limiting the enforcement of creditors' rights
generally and except as such enforceability is subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
7.3. No Conflicts. Neither the execution and delivery by Seller of this
Agreement and the Seller Ancillary Agreements or the consummation by Seller of
any of the transactions contemplated hereby or thereby nor compliance by Seller
with or fulfillment by Seller of the terms, conditions and provisions hereof or
thereof will: (i) conflict with any organizational documents of Seller or any
law, judgment, order, or decree to which Seller is subject or, except as set
forth on Schedule 1.1(c), any Station Contract; or (ii) require the approval,
consent, authorization or act of, or the making by Seller of any declaration,
filing or registration with, any third party or any foreign, federal, state or
local court, governmental or regulatory authority or body, except the FCC
Consent and DOJ Consent and, if applicable, HSR Clearance.
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7.4. FCC Licenses. Seller (or one of the companies comprising Seller) is
the holder of the FCC Licenses described on Schedule 1.1(a). The FCC Licenses
are in full force and effect and have not been revoked, suspended, canceled,
rescinded or terminated and have not expired. There is not pending any action by
or before the FCC to revoke, suspend, cancel, rescind or materially adversely
modify any of the FCC Licenses (other than proceedings to amend FCC rules of
general applicability), and there is not now issued or outstanding, by or before
the FCC, any order to show cause, notice of violation, notice of apparent
liability, or notice of forfeiture against Seller with respect to the Stations.
The Stations are operating in compliance in all material respects with the FCC
Licenses, the Communications Act, and the rules, regulations and policies of the
FCC.
7.5. Taxes. Seller has, in respect of the Stations' business, filed all
foreign, federal, state, county and local income, excise, property, sales, use,
franchise and other tax returns and reports which are required to have been
filed by it under applicable law and has paid all taxes which have become due
pursuant to such returns or pursuant to any assessments which have become
payable.
7.6. Personal Property. Schedule 1.1(b) contains a list of all material
items of Tangible Personal Property included in the Station Assets. Seller has
title to the Tangible Personal Property free and clear of Liens other than
Permitted Liens.
7.7. Real Property. Schedule 1.1(f) contains a description of all Real
Property included in the Station Assets. Seller has fee simple title to the
owned Real Property ("Owned Real Property") free and clear of Liens other than
Permitted Liens. Schedule 1.1(f) includes a description of each lease of Real
Property or similar agreement included in the Station Assets (the "Real Property
Leases"). The Owned Real Property includes, and the Real Property Leases
provide, access to the Stations' facilities. To Seller's knowledge, the Real
Property is not subject to any suit for condemnation or other taking by any
public authority.
7.8. Contracts. Each of the Station Contracts (including without
limitation each of the Real Property Leases) is in effect and is binding upon
Seller and, to Seller's knowledge, the other parties thereto (subject to
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally). Seller has performed
its obligations under each of the Station Contracts in all material respects,
and is not in material default thereunder, and to Seller's knowledge, no other
party to any of the Station Contracts is in default thereunder in any material
respect.
7.9. Environmental. Except as set forth in any environmental report
delivered by Seller to Buyer prior to the date of this Agreement and except as
set forth on Schedule 1.1(f), to Seller's knowledge, no hazardous or toxic
substance or waste regulated under any applicable environmental, health or
safety law has been generated, stored, transported or released on, in, from or
to the Real Property included in the Station Assets. Except as set forth in any
environmental report delivered by Seller to Buyer prior to the date of this
Agreement and except as set forth on Schedule 1.1(f), to Seller's knowledge,
Seller has
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complied in all material respects with all environmental, health and safety laws
applicable to the Stations.
7.10. Intangible Property. Schedule 1.1(d) contains a description of the
material Intangible Property included in the Station Assets. Except as set forth
on Schedule 1.1(d), Seller has received no notice of any claim that its use of
the Intangible Property infringes upon any third party rights. Except as set
forth on Schedule 1.1(d), Seller owns or has the right to use the Intangible
Property free and clear of Liens other than Permitted Liens.
7.11. Compliance with Law. Seller has complied in all material respects
with all laws, regulations, rules, writs, injunctions, ordinances, franchises,
decrees or orders of any court or of any foreign, federal, state, municipal or
other governmental authority which are applicable to the operation of the
Stations. There is no action, suit or proceeding pending or threatened against
Seller in respect of the Stations that will subject Buyer to liability or which
questions the legality or propriety of the transactions contemplated by this
Agreement. To Seller's knowledge, there are no governmental claims or
investigations pending or threatened against Seller in respect of the Stations
(except those affecting the industry generally).
7.12. No Finder. No broker, finder or other person is entitled to a
commission, brokerage fee or other similar payment in connection with this
Agreement or the transactions contemplated hereby as a result of any agreement
or action of Seller or any party acting on Seller's behalf.
ARTICLE 8: ACCOUNTS RECEIVABLE
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8.1. Accounts Receivable. All accounts receivable arising prior to the
Closing Date in connection with the operation of the Stations, including but not
limited to accounts receivable for advertising revenues for programs and
announcements performed prior to the Closing Date and other broadcast revenues
for services performed prior to the Closing Date, shall remain the property of
Seller (the "Accounts Receivable") and Buyer shall not acquire any right or
interest therein. For a period of six months from Closing (the "Collection
Period"), Buyer shall collect the Accounts Receivable in the normal and ordinary
course of Buyer's business and shall apply all such amounts collected to the
debtor's oldest account receivable first. Buyer's obligation shall not extend to
the institution of litigation, employment of counsel or a collection agency or
any other extraordinary means of collection. During the Collection Period,
neither Seller or its agents shall make any direct solicitation of any such
account debtor for collection purposes or institute litigation for the
collection of amounts due. Any amounts relating to the Accounts Receivable that
are paid directly to Seller shall be retained by Seller. Within ten calendar
days after the end of each month, Buyer shall make a payment to Seller equal to
the amount of all collections of Accounts Receivable during the preceding month.
At the end of the Collection Period, any remaining Accounts Receivable shall be
returned to Seller for collection.
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ARTICLE 9: COVENANTS OF SELLER
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9.1. Seller's Covenants. Seller covenants and agrees with respect to the
Stations that, between the date hereof and Closing, except as permitted by this
Agreement or with the prior written consent of Buyer, which shall not be
unreasonably withheld, Seller shall:
(a) operate the Stations in the ordinary course of business
consistent with past practice and in all material respects in accordance with
FCC rules and regulations and with all other applicable laws, regulations, rules
and orders;
(b) not, other than in the ordinary course of business in accordance
with past practice, sell, lease or dispose of or agree to sell, lease or dispose
of any of the Station Assets, or create, assume or permit to exist any Liens
upon the Station Assets, except for Permitted Liens;
(c) furnish Buyer with such information relating to the Station
Assets as Buyer may reasonably request, at Buyer's expense and provided such
request does not interfere unreasonably with the business of the Stations;
(d) after Seller publicly announces the transaction contemplated by
this Agreement and files this Agreement with the FCC, then, when reasonably
requested by Buyer, provide Buyer access to the Station facilities that are
included in the Station Assets during the Stations' normal business hours,
provided such access does not interfere unreasonably with the business of the
Stations; and
(e) make available to Buyer, and authorize its accountants to
cooperate and make available to Buyer, at Buyer's expense and reasonable request
such financial information regarding the Stations as is maintained by Seller on
a basis not consolidated with other stations.
ARTICLE 10: JOINT COVENANTS
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Buyer and Seller hereby covenant and agree that between the date hereof and
Closing:
10.1. Cooperation. Subject to express limitations contained elsewhere
herein, each party (i) shall cooperate fully with one another in taking any
reasonable actions (including without limitation, reasonable actions to obtain
the required consent of any governmental instrumentality or any third party)
necessary or helpful to accomplish the transactions contemplated by this
Agreement, including but not limited to the prompt satisfaction of any condition
to Closing set forth herein, and (ii) shall not take any action that conflicts
with its obligations hereunder or that causes its representations and warranties
to become untrue in any material respect.
10.2. Control of Stations. Buyer shall not, directly or indirectly,
control, supervise or direct the operations of the Stations prior to Closing.
Such operations, including complete
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control and supervision of all Station programs, employees and policies, shall
be the sole responsibility of Seller.
10.3. Consents to Assignment. The parties shall use commercially
reasonable efforts to obtain any third party consents necessary for the
assignment of any Station Contract (which shall not require any payment to any
such third party). To the extent that any Station Contract may not be assigned
without the consent of any third party, and such consent is not obtained prior
to Closing, this Agreement and any assignment executed pursuant hereto shall not
constitute an assignment thereof, but to the extent permitted by law shall
constitute an equitable assignment by Seller and assumption by Buyer of Seller's
rights and obligations under the applicable Station Contract, with Seller making
available to Buyer the benefits thereof and Buyer performing the obligations
thereunder on Seller's behalf.
10.4. Employee Matters.
(a) Prior to Closing, Seller shall deliver to Buyer a list of
employees of the Stations that Seller does not intend to retain after Closing.
Buyer may interview and elect to hire such listed employees, but not any other
employees of Seller. Buyer is obligated to hire only those employees that are
under employment contracts (and assume Seller's obligations and liabilities
under such employment contracts) which are included in the Station Contracts.
With respect to employees hired by Buyer ("Transferred Employees"), to the
extent permitted by law Seller shall provide Buyer access to its personnel
records and such other information as Buyer may reasonably request prior to
Closing. With respect to such hired employees, Seller shall be responsible for
the payment of all compensation and accrued employee benefits payable by it
until Closing and thereafter Buyer shall be responsible for all such obligations
payable by it. Buyer shall cause all employees it hires to be eligible to
participate in its "employee welfare benefit plans" and "employee pension
benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in
which similarly situated employees are generally eligible to participate;
provided, however, that all such employees and their spouses and dependents
shall be eligible for coverage immediately after Closing (and shall not be
excluded from coverage on account of any pre-existing condition) to the extent
provided under such plans. For purposes of any length of service requirements,
waiting periods, vesting periods or differential benefits based on length of
service in any such plan for which such employees may be eligible after Closing,
Buyer shall ensure that service with Seller shall be deemed to have been service
with the Buyer. In addition, Buyer shall ensure that each such employee receives
credit under any welfare benefit plan of Buyer for any deductibles or co-
payments paid by such employees and dependents for the current plan year under a
plan maintained by Seller. Notwithstanding any other provision contained herein,
Buyer shall grant credit to each such employee for all unused sick leave accrued
as of Closing as an employee of Seller. Notwithstanding any other provision
contained herein, Buyer shall assume and discharge Seller's liabilities for the
payment of all unused vacation leave accrued by such employees as of Closing.
(b) As soon as administratively feasible following the execution of
a closing agreement with the Internal Revenue Service relating to the tax-
qualified status of Seller's
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401(k) Plan (the "Savings Plan") and the issuance of a favorable determination
letter as to the tax-qualified status of the Savings Plan under Section 401(a)
of the Code (or an opinion of counsel that the form of the Savings Plan is so
qualified), Buyer and Seller shall enter into a 401(k) plan asset transfer
agreement pursuant to which Buyer shall establish a defined contribution plan
(or cover Transferred Employees under an existing defined contribution plan
sponsored by Buyer) for the benefit of Transferred Employees who were
participants in the Savings Plan. Such Transferred Employees are referred to
hereinafter as the "Savings Plan Employees."
(c) Following execution of the agreement contemplated in clause (b)
above, Seller shall cause to be transferred from the Savings Plan to the plan
covering the Savings Plan Employees (the "Transferee Savings Plan") the
liability for the account balances of the Savings Plan Employees (including
outstanding loan balances of Savings Plan Employees), together with cash, cash
equivalents or other mutually acceptable property, the value of which on such
transfer date is equal to such liability, and Buyer shall cause the Transferee
Savings Plan to accept such transfer, all in accordance with the rules and
regulations under Section 414(l) of the Code.
(d) Pending completion of the transfers described in this Section,
Seller and Buyer shall make arrangements for any distributions, if any, to the
Savings Plan Employees from the Savings Plan. Seller and Buyer shall provide
each other with access to information reasonably necessary in order to carry out
the provisions of this paragraph. In addition, until the asset transfer is
effectuated, Buyer shall cooperate with the reasonable requests of Seller to
continue to withhold from the pay checks of Transferred Employees' who have
outstanding loan balances in the Seller's 401(k) Savings Plan and Buyer shall
remit such withheld amounts to the Seller in a timely fashion such that the
outstanding loans do not go into default.
10.5. 1031 Exchange. At or prior to Closing, Seller may assign its rights
under this Agreement (in whole or in part) to a qualified intermediary (as
defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity
or arrangement ("Qualified Intermediary"). Upon any such assignment, Seller
shall promptly give written notice thereof to Buyer, and Buyer shall cooperate
with the reasonable requests of Seller and any Qualified Intermediary in
connection therewith. Without limiting the generality of the foregoing, if
Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller
with written acknowledgment of such notice and (ii) at Closing, pay the Purchase
Price (or any portion thereof designated by the Qualified Intermediary) to or on
behalf of the Qualified Intermediary (which payment shall, to the extent
thereof, satisfy the obligations of Buyer to make such payment hereunder).
Seller's assignment to a Qualified Intermediary will not relieve Seller of any
of its duties or obligations herein. Except for the obligations of Buyer set
forth in this Section, Buyer shall not have any liability or obligation to
Seller for the failure of the contemplated exchange to qualify as a like-kind
exchange under Section 1031 of the Internal Revenue Code unless such failure is
the result of the material breach or default by Buyer under this Agreement.
10.6. Trust. Notwithstanding anything in this Agreement to the contrary,
Seller may at its option assign this Agreement (in whole or part) and assign and
transfer the Station Assets
-12-
(in whole or in part) to a trustee to hold and operate pursuant to a trust
agreement, provided such trustee assumes Seller's duties and obligations
hereunder with respect to the Station Assets held in such trust.
ARTICLE 11: CONDITIONS OF CLOSING BY BUYER
------------------------------
The obligations of Buyer hereunder are, at its option, subject to
satisfaction, at or prior to Closing, of each of the following conditions:
11.1. Representations, Warranties and Covenants. The representations and
warranties of Seller made in this Agreement shall be true and correct in all
material respects as of the Closing Date except for changes permitted or
contemplated by the terms of this Agreement, and the covenants and agreements to
be complied with and performed by Seller at or prior to Closing shall have been
complied with or performed in all material respects. Buyer shall have received a
certificate dated as of the Closing Date from Seller, executed by an authorized
officer of Seller to the effect that the conditions set forth in this Section
have been satisfied.
11.2. Governmental Consents. The FCC Consent and DOJ Consent, and, if
applicable, HSR Clearance, shall have been obtained, and no court or
governmental order prohibiting Closing shall be in effect.
ARTICLE 12: CONDITIONS OF CLOSING BY SELLER
-------------------------------
The obligations of Seller hereunder are, at its option, subject to
satisfaction, at or prior to Closing, of each of the following conditions:
12.1. Representations, Warranties and Covenants. The representations and
warranties of Buyer made in this Agreement shall be true and correct in all
material respects as of the Closing Date except for changes permitted or
contemplated by the terms of this Agreement, and the covenants and agreements to
be complied with and performed by Buyer at or prior to Closing shall have been
complied with or performed in all material respects. Seller shall have received
a certificate dated as of the Closing Date from Buyer, executed by an authorized
officer of Buyer, to the effect that the conditions set forth in this Section
have been satisfied.
12.2. Governmental Consents. The FCC Consent and DOJ Consent, and, if
applicable, HSR Clearance, shall have been obtained, and no court or
governmental order prohibiting Closing shall be in effect.
12.3. AMFM Closing. The closing under the AMFM Agreement shall have been
consummated.
ARTICLE 13: EXPENSES
--------
13.1. Expenses. Each party shall be solely responsible for all costs and
expenses incurred by it in connection with the negotiation, preparation and
performance of and
-13-
compliance with the terms of this Agreement, except that (i) all recordation,
transfer and documentary taxes, fees and charges, and any excise, sales or use
taxes, applicable to the transfer of the Station Assets shall be paid by Buyer,
(ii) all FCC filing fees shall be paid equally by Buyer and Seller, and (iii)
all HSR Act filing fees and expenses shall be paid by Buyer.
ARTICLE 14: DOCUMENTS TO BE DELIVERED AT CLOSING
------------------------------------
14.1. Seller's Documents. At Closing, Seller shall deliver or cause to be
delivered to Buyer:
(i) certified copies of resolutions authorizing its execution,
delivery and performance of this Agreement, including the consummation of the
transactions contemplated hereby;
(ii) the certificate described in Section 11.1; and
(iii) such bills of sale, assignments, special warranty deeds,
documents of title and other instruments of conveyance, assignment and transfer
as may be necessary to convey, transfer and assign the Station Assets to Buyer,
free and clear of Liens, except for Permitted Liens.
14.2. Buyer's Documents. At Closing, Buyer shall deliver or cause to be
delivered to Seller:
(i) the certified copies of resolutions authorizing its execution,
delivery and performance of this Agreement, including the consummation of the
transactions contemplated hereby;
(ii) the certificate described in Section 12.1; and
(iii) such documents and instruments of assumption as may be
necessary to assume the Assumed Obligations, and the Purchase Price in
accordance with Section 3.1 hereof.
ARTICLE 15: SURVIVAL; INDEMNIFICATION.
--------------------------
15.1. Survival. The covenants, agreements, representations and warranties
in this Agreement shall survive Closing for a period of six (6) months from the
Closing Date whereupon they shall expire and be of no further force or effect,
except those under (i) this Article 15 that relate to Damages (defined below)
for which written notice is given by the indemnified party to the indemnifying
party prior to the expiration, which shall survive until resolved and (ii)
Sections 2.1 (Assumed Obligations), 3.3 (Adjustments), 3.4 (Allocation), 8.1
(Accounts Receivable) and 13.1 (Expenses), and indemnification obligations with
respect to such provisions, which shall survive until performed.
-14-
15.2. Indemnification.
(a) From and after the Closing, Seller shall defend, indemnify and
hold harmless Buyer from and against any and all losses, costs, damages,
liabilities and expenses, including reasonable attorneys' fees and expenses
("Damages") incurred by Buyer arising out of or resulting from: (i) any breach
or default by Seller under this Agreement; (ii) the Retained Obligations; or
(iii) the business or operation of the Stations before Closing; provided,
however, that (i) Seller shall have no liability to Buyer hereunder until, and
only to the extent that, Buyer's aggregate Damages exceed $500,000 and (ii) the
maximum liability of Seller hereunder shall be $1,000,000.
(b) From and after the Closing, Buyer shall defend, indemnify and hold
harmless Seller from and against any and all Damages incurred by Seller arising
out of or resulting from: (i) any breach or default by Buyer under this
Agreement; (ii) the Assumed Obligations; or (iii) the business or operation of
the Stations after Closing.
15.3. Procedures. The indemnified party shall give prompt written notice to
the indemnifying party of any demand, suit, claim or assertion of liability by
third parties or other circumstances that could give rise to an indemnification
obligation hereunder against the indemnifying party (a "Claim"), but a failure
to give such notice or delaying such notice shall not affect the indemnified
party's right to indemnification and the indemnifying party's obligation to
indemnify as set forth in this Agreement, except to the extent the indemnifying
party's ability to remedy, contest, defend or settle with respect to such Claim
is thereby prejudiced. The obligations and liabilities of the parties with
respect to any Claim shall be subject to the following additional terms and
conditions:
(a) The indemnifying party shall have the right to undertake, by
counsel or other representatives of its own choosing, the defense or opposition
to such Claim.
(b) In the event that the indemnifying party shall elect not to
undertake such defense or opposition, or, within twenty (20) days after written
notice (which shall include sufficient description of background information
explaining the basis for such Claim) of any such Claim from the indemnified
party, the indemnifying party shall fail to undertake to defend or oppose, the
indemnified party (upon further written notice to the indemnifying party) shall
have the right to undertake the defense, opposition, compromise or settlement of
such Claim, by counsel or other representatives of its own choosing, on behalf
of and for the account and risk of the indemnifying party (subject to the right
of the indemnifying party to assume defense of or opposition to such Claim at
any time prior to settlement, compromise or final determination thereof).
(c) Anything herein to the contrary notwithstanding: (i) the
indemnified party shall have the right, at its own cost and expense, to
participate in the defense, opposition, compromise or settlement of the Claim;
(ii) the indemnifying party shall not, without the indemnified party's written
consent, settle or compromise any Claim or consent to entry of any judgment
which does not include as an unconditional term thereof the giving by
-15-
the claimant or the plaintiff to the indemnified party of a release from all
liability in respect of such Claim; and (iii) in the event that the indemnifying
party undertakes defense of or opposition to any Claim, the indemnified party,
by counsel or other representative of its own choosing and at its sole cost and
expense, shall have the right to consult with the indemnifying party and its
counsel or other representatives concerning such Claim and the indemnifying
party and the indemnified party and their respective counsel or other
representatives shall cooperate in good faith with respect to such Claim.
(d) All claims not disputed shall be paid by the indemnifying party
within thirty (30) days after receiving notice of the Claim. "Disputed Claims"
shall mean claims for Damages by an indemnified party which the indemnifying
party objects to in writing within thirty (30) days after receiving notice of
the Claim. In the event there is a Disputed Claim with respect to any Damages,
the indemnifying party shall be required to pay the indemnified party the amount
of such Damages for which the indemnifying party has, pursuant to a final
determination, been found liable within ten (10) days after there is a final
determination with respect to such Disputed Claim. A final determination of a
Disputed Claim shall be (i) a judgment of any court determining the validity of
a Disputed Claim, if no appeal is pending from such judgment and if the time to
appeal therefrom has elapsed; (ii) an award of any arbitration determining the
validity of such disputed claim, if there is not pending any motion to set aside
such award and if the time within which to move to set aside such award has
elapsed; (iii) a written termination of the dispute with respect to such claim
signed by the parties thereto or their attorneys; (iv) a written acknowledgment
of the indemnifying party that it no longer disputes the validity of such claim;
or (v) such other evidence of final determination of a disputed claim as shall
be acceptable to the parties. No undertaking of defense or opposition to a Claim
shall be construed as an acknowledgment by such party that it is liable to the
party claiming indemnification with respect to the Claim at issue or other
similar Claims.
ARTICLE 16: TERMINATION
-----------
16.1. Termination. This Agreement may be terminated at any time prior to
Closing as follows:
(a) by mutual written consent of Buyer and Seller;
(b) by written notice of Buyer to Seller if Seller (i) does not
satisfy the conditions or perform the obligations to be satisfied or performed
by it on the Closing Date; or (ii) otherwise breaches in any material respect
any of its representations or warranties or defaults in any material respect in
the performance of any of its covenants or agreements herein contained and such
breach or default is not cured within the Cure Period (defined below);
(c) by written notice of Seller to Buyer if Buyer (i) does not satisfy
the conditions or perform the obligations to be satisfied or performed by it on
the Closing Date; or (ii) otherwise breaches in any material respect any of its
representations or warranties or defaults in any material respect in the
performance of any of its covenants or agreements
-16-
herein contained and such breach or default is not cured within the Cure Period
(defined below);
(d) by written notice of Buyer to Seller, or by Seller to Buyer, if
the FCC denies the FCC Application;
(e) by written notice of Seller to Buyer if the Closing shall not have
been consummated on or before the date four months after the date of this
Agreement; or
(f) by written notice of Seller to Buyer if the AMFM Agreement is
terminated or expires.
The term "Cure Period" as used herein means a period commencing the date
Buyer or Seller receives from the other written notice of breach or default
hereunder and continuing until the earlier of (i) thirty (30) days thereafter or
(ii) the Closing Date; provided, however, that if the breach or default cannot
reasonably be cured within such period but can be cured before the Closing Date,
and if diligent efforts to cure promptly commence, then the Cure Period shall
continue as long as such diligent efforts to cure continue, but not beyond the
Closing Date. Except as set forth below, the termination of this Agreement shall
not relieve any party of any liability for breach or default under this
Agreement prior to the date of termination. Notwithstanding anything contained
herein to the contrary, Section 13.1 shall survive any termination of this
Agreement.
16.2. Remedies. The parties recognize that if either party refuses to
consummate the Closing pursuant to the provisions of this Agreement or either
party otherwise breaches or defaults such that the Closing has not occurred
("Breaching Party"), monetary damages alone will not be adequate to compensate
the non-breaching party ("Non-Breaching Party") for its injury. Such Non-
Breaching Party shall therefore be entitled to obtain specific performance of
the terms of this Agreement in lieu of, and not in addition to, any other
remedies, including but not limited to monetary damages, that may be available
to it; provided however, that Seller may elect to recover liquidated damages in
lieu of obtaining specific performance. If any action is brought by the Non-
Breaching Party to enforce this Agreement, the Breaching Party shall waive the
defense that there is an adequate remedy at law. In the event of a default by
the Breaching Party which results in the filing of a lawsuit for damages,
specific performance, or other remedy, the Non-Breaching Party shall be entitled
to reimbursement by the Breaching Party of reasonable legal fees and expenses
incurred by the Non-Breaching Party, provided that the Non-Breaching Party is
successful in such lawsuit.
16.3. Liquidated Damages. If Seller terminates this Agreement due to
Buyer's failure to consummate the Closing on the Closing Date or if this
Agreement is otherwise terminated by Seller pursuant to Section 16.1(c), then
Buyer shall pay Seller as liquidated damages an amount equal to 25% of the
Purchase Price. It is understood and agreed that such liquidated damages amount
represents Buyer's and Seller's reasonable estimate of actual damages and does
not constitute a penalty and shall, if elected by and paid to Seller, be
Seller's sole and exclusive remedy hereunder.
-17-
ARTICLE 17: MISCELLANEOUS PROVISIONS
------------------------
17.1. Casualty Loss. In the event any loss or damage of the Station Assets
exists on the Closing Date, Buyer and Seller shall consummate the Closing and
Seller shall assign to Buyer the proceeds of any insurance payable to Seller on
account of such damage or loss.
17.2. Further Assurances. After the Closing, Seller shall from time to
time, at the request of and without further cost or expense to Buyer, execute
and deliver such other instruments of conveyance and transfer and take such
other actions as may reasonably be requested in order to more effectively
consummate the transactions contemplated hereby to vest in Buyer good title to
the Station Assets, and Buyer shall from time to time, at the request of and
without further cost or expense to Seller, execute and deliver such other
instruments and take such other actions as may reasonably be requested in order
more effectively to relieve Seller of any obligations being assumed by Buyer
hereunder.
17.3. Assignment. Except as set forth in Sections 10.5 (1031 Exchange) and
10.6 (Trust), neither party may assign this Agreement without the prior written
consent of the other party hereto. With respect to any permitted assignment, the
parties shall take all such actions as are reasonably necessary to effectuate
such assignment, including but not limited to cooperating in any appropriate
filings with the FCC or other governmental authorities. All covenants,
agreements, statements, representations, warranties and indemnities in this
Agreement by and on behalf of any of the parties hereto shall bind and inure to
the benefit of their respective successors and permitted assigns of the parties
hereto.
17.4. Amendments. No amendment, waiver of compliance with any provision or
condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by the party against whom
enforcement of any waiver, amendment, change, extension or discharge is sought.
17.5. Headings. The headings set forth in this Agreement are for
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.
17.6. Governing Law. The construction and performance of this Agreement
shall be governed by the laws of the State of Texas without giving effect to the
choice of law provisions thereof.
17.7. Notices. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement shall be in writing, including by
facsimile, and shall be deemed to have been received on the date of personal
delivery, on the third day after deposit in the U.S. mail if mailed by
registered or certified mail, postage prepaid and return receipt requested, on
the day after delivery to a nationally recognized overnight courier service if
sent by an overnight delivery service for next morning delivery or when
delivered by facsimile transmission, and shall be addressed as follows (or to
such other address as any party may request by written notice):
-18-
if to Seller: c/o Clear Channel Broadcasting, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: President
Facsimile: (000) 000-0000
with a copy (which shall
not constitute notice) to: Wiley, Rein & Fielding
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
if to Buyer: Nassau Broadcasting Partners, L.P.
000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx, Xx.
Facsimile: (000) 000-0000
with a copy (which shall not
constitute notice) to: Xxxxxx and Xxxxxxxx
00 Xxxx Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
17.8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.
17.9. No Third Party Beneficiaries. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any person or entity
other than the parties hereto and their successors or permitted assigns, any
rights or remedies under or by reason of this Agreement.
17.10. Severability. The parties agree that if one or more provisions
contained in this Agreement shall be deemed or held to be invalid, illegal or
unenforceable in any respect under any applicable law, this Agreement shall be
construed with the invalid, illegal or unenforceable provision deleted, and the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected or impaired thereby.
17.11. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes any and all prior agreements,
arrangements
-19-
and understandings relating to the matters provided for herein. This Agreement
does not supersede any confidentiality agreement relating to the Stations.
[SIGNATURE PAGE FOLLOWS]
-20-
SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
------------------------------------------
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
SELLER: CLEAR CHANNEL BROADCASTING, INC.
CLEAR CHANNEL BROADCASTING LICENSES, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: President
BUYER: NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners, Inc.,
its general partner
By:
-----------------------------------
Name:
Title:
SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
------------------------------------------
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
SELLER: CLEAR CHANNEL BROADCASTING, INC.
CLEAR CHANNEL BROADCASTING LICENSES, INC.
By:
-------------------------------------
Name:
Title:
BUYER: NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners, Inc.,
its general partner
By: /s/ Xxxxx X. Meuethas
--------------------------------------
Name: Xxxxx X. Meuethas
Title: President
Schedules
---------
1.1(a) - FCC Licenses
1.1(b) - Tangible Personal Property
1.1(c) - Station Contracts
1.1(d) - Intangible Property
1.1(f) - Real Property
1.2(h) - Excluded Assets
PURCHASE AGREEMENT SCHEDULES
WODE-FM, EASTON, PENNSYLVANIA
WEEX(AM), EASTON, PENNSYLVANIA
Unless otherwise defined, or the context otherwise clearly requires, terms
defined in the Agreement shall have such meanings when used herein.
Certain of the representations and warranties in the Agreement are made
subject to the disclosures in these Schedules as if these Schedules had been set
forth in the Agreement. Although the schedule numbers set forth below correspond
to the section numbers in the Agreement, any information disclosed herein shall
be deemed to be disclosed with respect to all sections of the Agreement where
such disclosures would be relevant or appropriate. Except as otherwise expressly
indicated herein, all disclosures set forth herein are made as of the date of
the Agreement. Moreover, the statements or disclosures made herein are solely
for the purposes contemplated by the Agreement, and nothing stated herein shall
constitute or be deemed to constitute an admission of liability or error by
Seller.
Schedule 1.1(a)
FCC Licenses
------------
LICENSES
--------
WEEX(AM) - Licensee: Clear Channel Broadcasting Licenses, Inc.
-------------------------------------------------------------
Call Sign Type Expiration Date
--------- ---- ---------------
WEEX(AM) Main 8/01/06
(BL-990430DC)
KR-7838 Remote Pickup 8/01/06
KPH-794 Remote Pickup 8/01/06
KB-97366 Remote Pickup 8/01/06
WODE-FM - Licensee: Clear Channel Broadcasting Licenses, Inc.
-------------------------------------------------------------
Call Sign Type Expiration Date
--------- ---- ---------------
WODE-FM Main 8/01/06
(BRH-980331XG)
Schedule 1.1(b)
Tangible Personal Property
--------------------------
(list attached)
The Station Assets include all equipment and other tangible personal
property that is owned by Seller and used solely in the operation of the
Station(s) (and that is not used to operate any other radio station), whether or
not identified on the attached list, except for Excluded Assets.
Equipment and other tangible personal property used in the operation of the
Station(s) and also used in the operation of any other radio station or
stations, whether or not identified on the attached list, (i) if used in the
operation of radio station(s) being retained by Seller, will be Excluded Assets
and (ii) if used in the operation of radio station(s) being conveyed by Seller
to a third party, will be allocated by Seller, with items allocated to the
Station(s) being Station Assets and items allocated to other radio stations
being Excluded Assets.
The attached list identifies items of tangible personal property used in
the operation of the Station(s) as of a date prior to this Agreement (which may
be set forth on such list). It includes items of Tangible Personal Property
included in the Station Assets, but may also include items that are Excluded
Assets.
The Station Assets do not include any Excluded Assets, whether or not
identified on the attached list. Without limiting the foregoing, the Station
Assets do not include any shared items that are Excluded Assets as provided
above, any tangible personal property disposed of or consumed in the ordinary
course of business, or any towers, generators, buildings, fences, fixtures or
improvements included in tower sites that are Excluded Assets, whether or not
identified on the attached list.
September 16, 1999 Page 1
10:31 AM
Clear Channel Metroplex, Inc.
FILE LISTING REPORT
WODE-FM
--------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
--------------------------------------------------------------------------------------------------------------------
Book: Internal FY: December
-----------------------------
019209 000 A 723118258 11330723111032 03/01/98 P SLFM 72311
BUILDING
Type: 133 Count= 1
018953 000 A 723118002 11350723111032 03/01/98 P SLFM 72311
REALISTIC MINI-SPEAKER
018954 000 A 723118003 11350723111032 03/01/98 P SLFM 72311
BLACK & XXXXXX GRINDER.
018955 000 A 723118004 11350723111032 03/01/98 P SLFM 72311
FILE 2 DRAWER
018956 000 A 723118005 11350723111032 03/01/98 P SLFM 72311
STAND TYPEWRITER
018957 000 A 723118006 11350723111032 03/01/98 P SLFM 00000
XXXXXXXXX XXX-00 XXXX XX
000000 000 A 723118007 11350723111032 03/01/98 P SLFM 72311
RADIO SHACK XXXXXXXX XX
000000 000 A 723118008 11350723111032 03/01/98 P SLFM 72311
CABINETS 7' WOOD
018960 000 A 723118009 11350723111032 03/01/98 P SLFM 72311
IOMEGA ZIP 100 ZIP DRIVE
018961 000 A 723118010 11350723111032 03/01/98 P XXXX 00000
XXXXXXXX AE-710 TYPEWRIT
018964 000 A 723118013 11350723111032 03/01/98 P SLFM 72311
RACK 2' PORTABLE
018965 000 A 723118014 11350723111032 03/01/98 P SLFM 72311
RACK 2 FT
018966 000 A 723118015 11350723111032 03/01/98 P SLFM 72311
RACK 2' PORTABLE
018967 000 A 723118016 11350723111032 03/01/98 P SLFM 72311
2 XXXXXX XX-2 2 CH HEADP
018969 000 A 723118018 11350723111032 03/01/98 P SLFM 72311
SHARP 10" TV
018970 000 A 723118019 11350723111032 03/01/98 P SLFM 72311
OPTIMUS BOOMBOX
018971 000 A 723118020 11350723111032 03/01/98 P SLFM 72311
SYMETRIX A-220 STEREO RE
018972 000 A 723118021 11350723111032 03/01/98 P SLFM 72311
TEKNIKA SPEAKER
018973 000 A 723118022 11350723111032 03/01/98 P SLFM 72311
SENCORE AUTOMATIC TRNSI
018974 000 A 723118023 11350723111032 03/01/98 P SLFM 72311
RADIO SHACK FREQUENCY C
018975 000 A 723118024 11350723111032 03/01/98 P SLFM 72311
September 16, 1999 Page 2
10:31 AM
Clear Channel Metroplex, Inc.
FILE LISTING REPORT
WODE-FM
--------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
--------------------------------------------------------------------------------------------------------------------
RADIO SYSTEMS 2 X 8 ADA
018976 000 A 723118025 11350723111032 03/01/98 P SLFM 72311
TRIPPLITE PR-35 XXXXX XX
000000 000 A 723118026 11350723111032 03/01/98 P SLFM 72311
3 ULTIMATE TELESCOPING
018978 000 A 723118027 11350723111032 03/01/98 X XXXX 00000
XXXXX XXXXXXX 0 X 0 XXX
000000 000 A 723118028 11350723111032 03/01/98 P SLFM 72311
CITIZEN GSX-190 DOT MATR
018980 000 A 723118029 11350723111032 03/01/98 P SLFM 72311
JBL CONTROL I SPEAKER
018981 000 A 723118030 11350723111032 03/01/98 P SLFM 72311
CUSTOM DESK, WOOD, LARG
018982 000 A 723118031 11350723111032 03/01/98 P SLFM 72311
TRIPPLITE PR-30 XXXXX XX
000000 000 A 723118032 11350723111032 03/01/98 X XXXX 00000
XXX XX000 0 X 0 XXX
000000 000 A 723118033 11350723111032 03/01/98 P SLFM 72311
DBX 900 SERIES MAINFRAME
018985 000 A 723118034 11350723111032 03/01/98 P SLFM 72311
SHURE SM58 MIC
018986 000 A 723118035 11350723111032 03/01/98 P SLFM 72311
SHURE SM58 MIC
018987 000 A 723118036 11350723111032 03/01/98 P SLFM 72311
2 YAMAHA S112111 SPEAKER
018988 000 A 723118037 11350723111032 03/01/98 P SLFM 72311
2 YAMAHA 5112111 XXXXXX
018989 000 A 723118038 11350723111032 03/01/98 P SLFM 72311
CROWN POWER BASE STEREO
018990 000 A 723118039 11350723111032 03/01/98 P SLFM 72311
CROWN PS-200 2 CH AMP
018991 000 A 723118040 11350723111032 03/01/98 P SLFM 72311
CROWN POWER BASE 1 STERE
018992 000 A 723118041 11350723111032 03/01/98 P SLFM 72311
CROWN POWERBASE-1 STEREO
018993 000 A 723118042 11350723111032 03/01/98 P SLFM 72311
CELLULAR ONE CELL PHONE
018994 000 A 000000000 11350723111032 03/01/98 P SLFM 72311
SHURE M267 3 CH ST MIXER
018995 000 A 723118044 11350723111032 03/01/98 P SLFM 72311
EXCALIBAR HC-I HYBRID
018996 000 A 723118045 11350723111032 03/01/98 P SLFM 72311
BE 904-9150 4 XX XXXXXXX
018997 000 A 723118046 11350723111032 03/01/98 P SLFM 72311
DBX 942 NOISE REDUCTION
018998 000 A 723118047 11350723111032 03/01/98 P SLFM 72311
OPTIMUS XXX-00 XXXXXXXX
000000 000 A 723118048 11350723111032 03/01/98 P SLFM 72311
DBX 941A NOISE REDUCTION
019000 000 A 723118049 11350723111032 03/01/98 P SLFM 72311
EV RE-20 MIC
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
019001 000 A 723118050 11350723111032 03/01/98 P SLFM 72311
XXXXXXX HYBRID CONTROLL
019002 000 A 723118051 113S0723111032 03/01/98 P SLFM 72311
GEMINI CD-4700 CD PLAYER
019003 000 A 723118052 11350723111032 03/01/98 P SLFM 72311
XXXXXXX HYBRID CONTROLL
019004 000 A 723118053 11350723111032 03/01/98 P SLFM 72311
GEMINI CD-4700 CD PLAYER
019005 000 A 723118054 11350723111032 03/01/98 P SLFM 72311
DENON DRW-660 DUAL XXXXX
000000 000 A 723118055 11350723111032 03/01/98 P SLFM 72311
2 CHAIRS SECRETARIAL
019007 000 A 723118056 11350723111032 03/01/98 P SLFM 72311
RADIO SHACK 5 CH MIXER
019008 000 A 723118057 11350723111032 03/01/98 P SLFM 72311
2 EV RE-20 MICROWAVES
019009 000 A 723118058 11350723111032 03/01/98 P SLFM 72311
SENCORE FC45 FREQUENCY C
019010 000 A 723118059 11350723111032 03/01/98 P SLFM 72311
CUSTOM REMOTE AM XMTR M
019011 000 A 723118060 11350723111032 03/01/98 P SLFM 72311
RACK 7'
019012 000 A 723118061 11350723111032 03/01/98 P SLFM 72311
RACK 5'
019013 000 A 723118062 11350723111032 03/01/98 P SLFM 72311
FOSTEX DMT-8VL 8 CH HD R
019014 000 A 723118063 11350723111032 03/01/98 P SLFM 72311
FOSTEX DMT-8VL 8 CH HD R
019015 000 A 723118064 11350723111032 03/01/98 P XXXX 00000
XXXXX XXX 1 X 24
019016 000 A 723118065 11350723111032 03/0l/98 P XXXX 00000
XXXXX XXX 2 X 24
019017 000 A 723118066 11350723111032 03/01/98 P XXXX 00000
XXXXX XXX 2 X 24
019018 000 A 723118067 11350723111032 03/01/98 P XXXX 00000
XXXXX XXX 2 X 24
019019 000 A 723118068 11350723111032 03/01/98 P SLFM 72311
2 JBL CONTROL 5 SPEAKERS
019020 000 A 723118069 11350723111032 03/01/98 P SLFM 72311
2 TRIPLITE UPS, SMALL
019021 000 A 723118070 11350723111032 03/01/98 P SLFM 72311
2 FOSTEX RM765 SPEAKERS
019022 000 A 723118071 11350723111032 03/01/98 P SLFM 72311
2 JBL SPEAKERS
019023 000 A 723118072 11350723111032 03/01/98 P SLFM 72311
2 ANTENNAS 6 ELEMENT YA
019024 000 A 723118073 11350723111032 03/01/98 P SLFM 72311
2 EV SENTRY 100A SPEAKER
019025 000 A 723118074 11350723111032 03/01/98 P SLFM 72311
BK 1474 30 MHS OSCOPE
019026 000 A 723118075 11350723111032 03/01/98 P SLFM 72311
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
2 SHURE SM7 MICS
019027 000 A 723118076 11350723111032 03/01/98 P SLFM 72311
TECHNICS SL-1200MK2 TURN
019028 000 A 723118077 11350723111032 03/01/98 P SLFM 72311
4 SHELVES 3' X 4' CART
019029 000 A 723118078 11350723111032 03/01/98 P SLFM 72311
DBX 286A MIC PROCESSOR
019030 000 A 723118079 11350723111032 03/01/98 P SLFM 72311
DBX 286A MIC PROCESSOR
019031 000 A 723118080 11350723111032 03/01/98 P SLFM 00000
XXXXXX 000XXXX DUAL CASS
019032 000 A 723118081 11350723111032 03/01/98 P SLFM 72311
BIAMP 2-CH GRAPHIC EQUA
019033 000 A 723118082 11350723111032 03/01/98 P SLFM 72311
2 DBX 942A NOISE REDUCTI
019034 000 A 723118083 11350723111032 03/01/98 P SLFM 72311
2 EV RE-20 MICS
019035 000 A 723118084 11350723111032 03/01/98 P SLFM 72311
2 DBX 903 COMP/LIMS
019036 000 A 723118085 11350723111032 03/01/98 P SLFM 72311
COMPUTER 486 W/SVGA
019037 000 A 723118086 11350723111032 03/01/98 P SLFM 72311
SPECTRA SONICS 610 COMPR
019038 000 A 723118087 11350723111032 03/01/98 P SLFM 72311
XXXXX 622B 2 CH PARAMETR
019039 000 A 723118088 11350723111032 03/01/98 P SLFM 72311
CUSTOM COMP/LIM
019040 000 A 723118089 11350723111032 03/01/98 P SLFM 72311
2 PATCH BAYS I X 24
019041 000 A 723118090 11350723111032 03/01/98 P SLFM 72311
PI AG-51 AUDIO GENERATOR
019042 000 A 723118091 11350723111032 03/01/98 P SLFM 72311
VIRTEX STARGUIDE II SATE
019043 000 A 723118092 11350723111032 O3/01/98 P SLFM 72311
PI AA-51 AUDIO ANALYZER
019044 000 A 723118093 11350723111032 03/01/98 P SLFM 72311
REVOX B77MKIT 2 CH REEL-
019045 000 A 723118094 11350723111032 03/01/98 P SLFM 72311
OTARI MX-5050 2 CH REEL-
019046 000 A 723118095 11350723111032 03/01/98 P SLFM 72311
REVOX B226 CD PLAYER
019047 000 A 723118096 11350723111032 03/01/98 P SLFM 72311
DBX 1066 2 CH COMPRESSOR
019048 000 A 723118097 11350723111032 03/01/98 P SLFM 72311
SONY CDP-90 CD PLAYER
019049 000 A 723118098 11350723111032 03/01/98 P SLFM 72311
OTARI MX-5050 2 CH REEL-
019050 000 A 723118099 11350723111032 03/01/98 P SLFM 72311
REVOX B77MKII 2 CH REEL-
019051 000 A 723118100 11350723111032 03/01/98 P SLFM 72311
DBX 166A COMP/LIM
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
019052 000 A 723118101 11350723111032 03/01/98 P SLFM 72311
OTARI MX-5050 2 CH REEL-
0 19053 000 A 723118102 11350723111032 03/01/98 P SLFM 72311
CUSTOM CONSOLE, WOOD, S
019054 000 A 723118103 11350723111032 03/01/98 P SLFM 72311
CUSTOM CONSOLE, WOOO, SM
0 19055 000 A 723118104 11350723111032 03/01/98 P SLFM 72311
SCIENTIFIC ATLANTA 7300
019056 000 A 723118105 11350723111032 03/01/98 P SLFM 72311
EVENTIDE H3000B ULTRA HA
019057 000 A 723118106 11350723111032 03/01/98 P SLFM 72311
MISC TOOLS
019058 000 A 723118107 11350723111032 03/01/98 P SLFM 72311
XXXXX RPT-30 RPU XMTR W/
019059 000 A 723118108 11350723111032 03/01/98 P XXXX 00000
XXXXX XXX-00 XXX XXXX
000000 000 A 723118109 11350723111032 03/01/98 P SLFM 72311
XXXXX SRPT-40 RPU XMTR
019061 000 A 723118110 11350723111032 03/01/98 P XXXX 00000
XXXXX XXX-00 XXX XXXX
000000 000 A 723118111 11350723111032 03/01/98 F SLFM 72311
ALESIS ADAT 8 TRACK VHS
019063 000 A 723118112 11350723111032 03/01/98 P SLFM 72311
XXXXXXX DR185 QPSK DIGIT
019064 000 A 723118113 11350723111032 03/01/98 P XXXX 00000
XXXXXX X-0 DAT RECORDER
019065 000 A 723118114 11350723111032 03/01/98 P XXXX 00000
XXXXXX X-0 DAT RECORDER
019066 000 A 723118115 11350723111032 03/01/98 P SLFM 72311
SONY MX-16 8 CH MIC MIXE
019067 000 A 723118116 11350723111032 03/01/98 P SLFM 72311
MISC PARTS, LARGE QUANT
019068 000 A 723118117 11350723111032 03/01/98 P SLFM 72311
ALESIS MICROVERB 4 DIGIT
019069 000 A 723118118 11350723111032 03/01/98 P SLFM 72311
SAGE EAS ENDEC EAS SYSTE
019070 000 A 723118119 11350723111032 03/01/98 P SLFM 72311
SAGE EAS ENDEC EAS SYSTE
019071 000 A 723118120 11350723111032 03/01/98 P SLFM 72311
4 PATCH BAYS 1 X 24
019072 000 A 723118121 11350723111032 03/01/98 P SLFM 72311
GATES 5 CH AUDIO CONSOL
019073 000 A 723118122 11350723111032 03/01/98 P SLFM 72311
2 DENON DN-950A /951FA C
019075 000 A 723118124 11350723111032 03/01/98 P SLFM 72311
2 DENON DN-950FA CD PLAY
019076 000 A 723118125 11350723111032 03/01/98 P SLFM 72311
PYRAMID PM-2700 0 XX XX
019077 000 A 723118126 11350723111032 03/01/98 P SLFM 72311
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
PYRAMID PM-2700 5 CH MIX
019078 000 A 723118127 11350723111032 03/01/98 P SLFM 72311
3 DENON XX-000 XX XX XXX
000000 000 A 723118128 11350723111032 03/01/98 P SLFM 72311
2 SHURE LX WIRELESS MICS
019080 000 A 723118129 11350723111032 03/01/98 P SLFM 72311
AUDIO ARTS X-00 0 XX XXX
000000 000 A 723118130 11350723111032 03/01/98 P SLFM 72311
AUDIO ARTS X-00 00 XX XX
019082 000 A 723118131 11350723111032 03/01/98 P SLFM 00000
XXXXXXX 00 XX XXXXX XXX
000000 000 A 723118132 11350723111032 03/01/98 P SLFM 72311
360 SYSTEMS SHORTCUT HD
019084 000 A 723118133 11350723111032 03/01/98 P SLFM 72311
AUDIO VAULT AVR SERVER
019214 000 A 723118263 11350723111032 07/01/98 P SLFM 72311
PENTIUM 233 MMX COMPUTER
025145 000 A 723118266 11350723111032 11/01/98 P SLFM 72311
17" COLOR NONITOR
---------
019085 000 A 723118134 11370723111032 03/01/98 P SLFM 72311
FILE ROLL AROUND
019086 000 A 723118135 11370723111032 03/01/98 P SLFM 72311
FILE ROLL AROUND
019087 000 A 723118136 11370723111032 03/01/98 P SLFM 72311
TABLE FOLDING, PORTABLE
019088 000 A 723118137 11370723111032 03/01/98 P SLFM 72311
FILE 2 DRAWER
019089 000 A 723118138 11370723111032 03/01/98 P SLFM 72311
FILE 2 DRAWER
019090 000 A 723118139 11370723111032 03/01/98 P SLFM 72311
FILE 2 DRAWER
019091 000 A 723118140 11370723111032 03/01/98 P SLFM 72311
FILE 2 DRAWER
019092 000 A 723118141 11370723111032 03/01/98 P SLFM 72311
STAND MICROWAVE
019093 000 A 723118142 11370723111032 03/01/98 P SLFM 72311
TABLE METAL, SHORT, SMA
019095 000 A 723118144 11370723111032 03/01/98 P SLFM 72311
TABLE FAX STAND
019096 000 A 723118145 11370723111032 03/01/98 P SLFM 72311
TABLE PRINTER STAND
019097 000 A 723118146 11370723111032 03/01/98 P SLFM 72311
CABINET 7' METAL
019098 000 A 723118147 11370723111032 03/01/98 P SLFM 72311
CHAIR REGULAR
019099 000 A 723118148 11370723111032 03/01/98 P SLFM 72311
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
CABINETS 6' METAL
019101 000 A 723118150 11370723111032 03/01/98 P SLFM 72311
STAND PRINTER STAND
019102 000 A 723118151 11370723111032 03/01/98 P SLFM 72311
BIN METAL, MEDIUM
019103 000 A 723118152 11370723111032 03/01/96 P SLFM 72311
TABLE TYPE STAND
019104 000 A 723118153 11370723111032 03/01/98 P SLFM 72311
CHAIR REGULAR
019105 000 A 723118154 11370723111032 03/01/98 P SLFM 72311
TABLE GLASS W/LAMP, SMA
019106 000 A 723118155 11370723111032 03/01/98 P SLFM 72311
TABLE LARGE, METAL
019107 000 A 723118156 11370723111032 03/01/98 P SLFM 72311
SHELVES 5' WOOD
019108 000 A 723118157 11370723111032 03/01/98 P SLFM 72311
FILE 4 DRAWER
019109 000 A 723118158 11370723111032 03/01/98 P SLFM 72311
FILE 4 DRAWER
019110 000 A 723118159 11370723111032 03/01/98 P SLFM 72311
FILE 4 DRAWER
019111 000 A 723118160 11370723111032 03/01/98 P SLFM 72311
FILE LATERAL, 2 DRAWER
019112 000 A 723118161 11370723111032 03/01/98 P SLFM 72311
FILE LATERAL, 4 DRAWER
019113 000 A 723118162 11370723111032 03/01/98 P SLFM 72311
FILE LATERAL, 4 DRAWER
019114 000 A 723118163 11370723111032 03/01/98 P SLFM 72311
DESK METAL
019115 000 A 723118164 11370723111032 03/01/98 P SLFM 72311
DESK METAL
019116 000 A 723118165 11370723111032 03/01/98 P SLFM 72311
DESK METAL
019117 000 A 723118166 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS REGULAR
019118 000 A 723118167 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS REGULAR
019119 000 A 723118168 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS REGULAR
019120 000 A 723118169 11370723111032 03/01/98 P SLFM 72311
CHAIR SECRETARIAL
019121 000 A 723118170 11370723111032 03/01/98 P SLFM 72311
CHAIR SECRETARIAL
019122 000 A 723118171 11370723111032 03/01/98 P SLFM 72311
2 FILES 4 DRAWER
019123 000 A 723118172 11370723111032 03/01/98 P SLFM 72311
GB PAPER SHREDDER
019124 000 A 723118173 11370723111032 03/01/98 P SLFM 72311
DESK METAL W/RETURN
019125 000 A 723118174 11370723111032 03/01/98 P SLFM 72311
MAGNAVOX 19" TV
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
019126 000 A 723118175 11370723111032 03/01/98 P SLFM 72311
DESK COMPUTER WORK CENT
019127 000 A 723118176 11370723111032 03/01/98 P SLFM 72311
DESK METAL W/RETURN
019128 000 A 723118177 11370723111032 03/01/98 P SLFM 72311
DESK METAL W/CREDENZA
019129 000 A 723118178 11370723111032 03/01/98 P XXXX 00000
XXXX XXXX
000000 000 A 723118179 11370723111032 03/01/98 P SLFM 72311
3 FILES 2 DRAWER
019131 000 A 723118180 11370723111032 03/01/98 P XXXX 00000
XXXXXXXXX XXX
000000 000 A 723118181 11370723111032 03/01/98 P SLFM 72311
MAYTAG FRIG. LARGE
019133 000 A 723118182 11370723111032 03/01/98 P SLFM 72311
PANASONIC MICROWAVE
019134 000 A 723118183 11370723111032 03/01/98 P XXXX 00000
XXXX XXXX. LARGE
019136 000 A 723118185 11370723111032 03/01/98 P SLFM 72311
3 SHELVES 7' METAL
019137 000 A 723118186 11370723111032 03/01/98 P SLFM 72311
SENTRY 1150 SAFE. SMALL
019139 000 A 723118188 11370723111032 03/01/98 P SLFM 72311
COUCH CLOTH
019140 000 A 723118189 11370723111032 03/01/98 P SLFM 72311
COUCH CLOTH
019141 000 A 723118190 11370723111032 03/01/98 P SLFM 72311
4 CHAIRS REGULAR
019143 000 A 723118192 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS SECRETARIAL
019144 000 A 723118193 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS SECRETARIAL
019145 000 A 723118194 11370723111032 03/01/98 P SLFM 72311
2 CHAIRS SECRETARIAL
019146 000 A 723118195 11370723111032 03/01/98 P SLFM 72311
DESK RECEPTIONIST, LARG
019147 000 A 723118196 11370723111032 03/01/98 P SLFM 72311
TABLE CONFERENCE, 8'
019148 000 A 723118197 11370723111032 03/01/98 P SLFM 72311
3 CHAIRS SECRETARIAL
019149 000 A 723118198 11370723111032 03/01/98 P SLFM 72311
3 CHAIRS SECRETARIAL
019150 000 A 723118199 11370723111032 03/01/98 P SLFM 72311
3 CHAIRS SECRETARIAL
019164 000 A 723118213 11370723111032 03/01/98 P SLFM 72311
6 DIVIDERS 5' X 6'
019168 000 A 723118217 11370723111032 03/01/98 P SLFM 72311
10 DESKS METAL
019171 000 A 723118220 11370723111032 03/01/98 P SLFM 72311
September 16, 1999 Page 9
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
10 CHAIRS SECRETARIAL
019176 000 A 723118225 11370723111032 03/01/98 P SLFM 72311
10 CHAIRS EXECUTIVE
--------
Type: 137 Count= 67 32035.00
018952 000 A 723118001 11380723111032 02/01/98 P SLFM 72311
2-PRECISION COMPTER SYST
019100 000 A 723118149 11380723111032 03/01/98 P SLFM 72311
HP SCANNER
019135 000 A 723118184 11380723111032 03/01/98 P SLFM 72311
HP DJ 660C DESKJET PRINT
019142 000 A 723118191 11380723111032 03/01/98 P SLFM 72311
APC SMARTUPS 1000 UPS
019151 000 A 723118200 11380723111032 03/01/98 P SLFM 72311
HP LJ 5L LASER PRINTER
019157 000 A 723118206 11380723111032 03/01/98 P SLFM 72311
HP LJ 4L LASER PRINTER
019158 000 A 723118207 11380723111032 03/01/98 P SLFM 72311
HP LJ IIP LASER PRINTER
019162 000 A 723118211 11380723111032 03/01/98 P SLFM 72311
CANON LBP-43OW LASER PRI
019165 000 A 723118214 11380723111032 03/01/98 P SLFM 72311
COMPUTER 586 W/SVGA
September 16, 1999 Page 10
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
019173 000 A 723118222 11380723111032 03/01/98 P SLFM 72311
CANON 7000 LASER FAX
019174 000 A 000000000 11380723111032 03/01/98 P SLFM 72311
CANON 5500 LASER FAX
019175 000 A 000000000 11380723111032 03/01/98 P SLFM 72311
CANON 5500 LASER FAX
019210 000 A 000000000 11380723111032 03/03/98 P SLFM 72311
HP 4000 SE PRINTER
019211 000 A 723118260 11380723111032 04/01/98 P SLFM 72311
2 PENTIUM 200 COMPUTER
019212 000 A 723118261 11380723111032 05/01/98 P SLFM 72311
HP 4000 SE PRINTER
019213 000 A 723118262 11380723111032 05/01/98 P SLFM 72311
NETWORK FILE SERVER
025143 000 A 723118264 11380723111032 11/01/98 P SLFM 72311
DELL COMPUTER
025522 000 A 723119001 11380723111032 03/01/99 P SLFM 72311
2 DELL P6350 COMPUTERS
025524 000 A 723119002 11380723111032 03/01/99 P XXXX 00000
XXX XX 4.0 SERVER
025530 000 A 723119003 11380723111032 03/01/99 P SLFM 72311
NETWORK CABLE RUNS
025584 000 A 723119006 11380723111032 04/01/99 P SLFM 72311
DELL P6350 G1 COMPUTER
025585 000 A 723119007 11380723111032 04/01/99 P SLFM 72311
DELL P6350 G1 COMPUTER
025586 000 A 723119008 11380723111032 04/01/99 P SLFM 72311
DELL P6350 G1 COMPUTER
025587 000 A 723119009 11380723111032 04/01/99 P XXXX 00000
XXXX X0000 GX1p/T COMPUTER
025589 000 A 723119005 11380723111032 04/01/99 P SLFM 72311
HP LASERJET 4000 PRINTER
027675 000 A 723119010 11380723111032 06/01/99 P SLFM 72311
Special Configuration-Del 450 PII
027676 000 A 723119011 11380723111032 06/01/99 P SLFM 72311
2-Dell P6350 G1
--------
019178 000 A 723118227 11400723111032 03/01/98 P XXXX 00000
XXXXX XXX 2 X 24
019179 000 A 723118228 11400723111032 03/01/98 P SLFM 72311
PI AM-19D(210) ANTENNA M
019180 000 A 723118229 11400723111032 03/01/98 P SLFM 72311
SAGE EAS ENDEC RECEIVER
019181 000 A 723118230 11400723111032 03/01/98 P SLFM 72311
2 RACKS 7'
019182 000 A 723118231 11400723111032 03/01/98 P SLFM 72311
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
DBX 290 STEREO REVERB
019183 000 A 723118232 11400723111032 03/01/98 P XXXX 00000
XXXXX STEREO MONITOR
019184 000 A 723118233 11400723111032 03/01/98 P SLFM 72311
APHEX COMPELLER 300 2 CH
019185 000 A 723118234 11400723111032 03/01/98 P SLFM 72311
BELAR FM MONITOR
019186 000 A 723118235 11400723111032 03/01/98 P SLFM 72311
BELAR SCA MONITOR
019188 000 A 723118237 11400723111032 03/01/98 P SLFM 72311
BELAR AM MONITOR
019189 000 A 723118238 11400723111032 03/01/98 P SLFM 72311
XXXXX LAB AUDIO PROCESS
019190 000 A 723118239 11400723111032 03/01/98 P SLFM 72311
ELECTRO IMPULSE DPTC 20K
019191 000 A 723118240 11400723111032 03/01/98 P SLFM 00000
XXXXXX XXX00 XX XXXXX XX
000000 000 A 723118241 11400723111032 03/01/98 P SLFM 72311
XXXXX B100A AUDIO PROCES
019193 000 A 723118242 11400723111032 03/01/98 P SLFM 72311
3 XXXXXXX COMP/LIMS
019194 000 A 723118243 11400723111032 03/01/98 P SLFM 72311
2 XXXXX XX-00 XXX XXXXXX
000000 000 A 723118244 11400723111032 03/01/98 P SLFM 72311
TOWER 40' SMALL
019196 000 A 723118245 11400723111032 03/01/98 P SLFM 72311
HELIAX 3" FOR AM & 100
019197 000 A 723118246 11400723111032 03/01/98 P XXXX 00000
XXXXXX 0" XXX XX & 100
019198 000 A 723118247 11400723111032 03/01/98 P SLFM 72311
XXXXXX THE-1 FM EXCITER
019199 000 A 723118248 11400723111032 03/01/98 P SLFM 72311
XXXXXXXX 0 XXX XX XXXXX
000000 000 A 723118249 11400723111032 03/01/98 P SLFM 72311
GATES FMC-6 6 BAY FM ANT
019201 000 A 72311 8250 11400723111032 03/01/98 P SLFM 72311
XXXXX XX-XX I KW AM XMTR
019202 000 A 723118251 11400723111032 03/01/98 P SLFM 72311
XXXXXX XXXXX ONE I KW AM
019203 000 A 723118252 11400723111032 03/01/98 P XXXX 00000
XXXXXXX 50M AM ANTENNA
019204 000 A 723118253 11400723111032 03/01/98 P SLFM 72311
XXXXXX HT20CD 2OKW FM XM
019205 000 A 723118254 11400723111032 03/01/98 P XXXX 00000
XXXXXXX 131.4M FM TOWER
019206 000 A 723118255 11400723111032 03/01/98 P SLFM 00000
XXXXX XX 00X0 00 XX XX X
000000 000 A 723118265 11400723111032 11/01/98 P SLFM 72311
NEW GUY WIRES
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
019207 000 A 723118256 11430723111032 03/01/98 P SLFM 72311
CHEVROLET BLAZER 1996
019208 000 A 723118257 11430723111032 03/01/98 P XXXX 00000
0 XXXXXXXXX XXXXX XXXX -
000000 000 A 723119004 11490723111032 04/01/99 P SLFM 72311
ELECTRICAL/AIR CONDITIONING -----------
September 16, 1999 Page
10:31 AM Clear Channel Metroplex, Inc.
FILE LISTING REPORT WEEX-AM
-----------------------------------------------------------------------------------------------------------------------------------
SYS No Ext A Co Asset No Desc Location CI G/L Asset Acct In-Svc P Dep Department Vendor/Mfg Disposal Acquired
C No Date T Meth Date Value
-----------------------------------------------------------------------------------------------------------------------------------
Book: Internal FY: December
---------------------------
019215 000 A 723128002 11370723121032 03/01/98 P SLM 72312
TOUCAN MASCOT CUSTOM
Grand Total Count = 1
Schedule 1.1(c)
Station Contracts
-----------------
Some or all of the contracts listed below are used in the operation of
multiple stations. Prior to Closing, Seller may designate any such shared
contract as an Excluded Asset. The rights and obligations under shared contracts
not so excluded will be equitably allocated among Seller, Buyer and (if
designated by Seller) one or more third parties in a manner determined by Seller
in accordance with the equitable allocation principles set forth below.
Unless designated by Seller, such shared contracts will not be assigned to
Buyer but, (whether or not assigned) Buyer will cooperate with Seller and (any
third party designated by Seller) in such allocation and the Station Contracts
(and Assumed Obligations) will include Buyer's allocated portion of obligations
under such shared contracts (without need for further action and whether such
allocation occurs before or after Closing). If designated by Seller, such
allocation will occur by termination of the shared contract and execution of new
contracts.
The equitable allocation principles are as follows: (i) any allocation set
forth herein shall control; (ii) if none, then any allocation set forth in the
shared contract shall control; (iii) if none, then industry custom shall be
applied; (iv) if none, then quantifiable proportionate benefit shall be applied;
and (v) if not quantifiable, then reasonable accommodation.
Contracts marked below with an asterisk require third party notice or
consent to be assigned. Any written employment agreements of employees that
Seller elects to retain pursuant to Section 10.4 shall be Excluded Assets.
1. All Time Sales Agreements
2. All Trade Agreements
3. The Real Property Leases (if any) described on Schedule 1.1(f)
4. Any other contracts, agreements or leases designated by Seller and made in
the ordinary course of business that are used in the operation of any
Station.
5. Any Arbitron Agreements and National Representation Agreements that apply
to the Stations (if any such contracts apply to the Stations, then Buyer
shall enter agreements at Closing for Station's/Stations' remaining
obligations under Seller's agreements)
6. The following:
WEEX(AM
-------
* 1. Local Station Per Program Radio Licenses Agreement with ASCAP
* 2. BMI Single Station Radio Per Program Agreement
* 3. Seasonal New York Yankees Baseball Broadcasting Agreement with Madison
Square Garden Network
4. Program License Agreement with Mutual Broadcasting System ("Week in
Review")
5. Program License Agreement with Westwood One Entertainment ("Xxx
Xxxxxxxx Show")
6. Program License Agreement with Westwood One Entertainment ("On the
Garden Line with Xxxxx Xxxxx")
7. Program License Agreement with Westwood One Entertainment ("Ask the
Handyman with Xxxx Xxxxx")
* 8. Affiliation Agreement with USA Radio Network and TBC Media Service
(Daybreak USA)
* 9. Affiliation Agreement with USA Radio Network and TBC Media Service
(USA Radio Network Top of the Hour News)
* 10. Affiliation Agreement with USA Radio Network and TBC Media Service
(USA Radio Programming)
* 11. Program License Agreement with Westwood One Entertainment (G. Xxxxxx
Xxxxx)
* 12. Program License Agreement with Westwood One Entertainment (Xxx Xxxxxx
Show)
* 13. Radio Program License Agreement with Echo Radio Productions, Inc.
("$xxxxx $ of Suces$")
14. WOR Radio Network Broadcast Agreement - Xxx Xxxxx with WOR Radio
Network ("The Xxx Xxxxx Xxxx")
15. Radio Programming License Agreement with XXX Radio, Inc. (Motley Fool)
16. Affiliation Agreement with Prosper Entertainment (The Movie Show on
Radio)
17. Agreement with SESAC, Inc. and Paterson Allentown Broadcasting
Corporation re: WIPI-AM
18. Representation Agreement with Clear Channel Radio Sales
WODE-FM
-------
1. Local Station Blanket Radio License Agreement with ASCAP
2. BMI Single Station Radio Blanket License Agreement
3. Premiere Mediabase 24/7 License Agreement with Premier Radio Networks,
Inc.
* 4. Licensing Agreement for "Rock & Roll's Greatest Hits" with ABC Radio
Network
* 5. Licensing Agreement for "American Gold" with ABC Radio Network
6. Westwood One Radio Networks Affiliation Agreement
7. JAM Productions Agreement with JAM Creative Productions, Inc. (license
for 10 cuts from the "Do It Again" jingle series)
* 8. Radio Computing Services, Inc. Software products License Agreement
9. Radio Advertising Bureau, Inc. Contract
10. Letter Agreement for consulting services provided by Xxxxxxx
Programming Services
11. Promosuite Contract with Broadcast Manager, Inc.
12. Hot Track Broadcast Agreement with Xxxx Xxxxxxx/Hot Tracks
* 13. Associated Press Agreement for Radio
14. SESAC, Inc. Radio Broadcasting Performance License
15. Representation Agreement with Clear Channel Radio Sales and Clear
Channel Communications
EMPLOYMENT AGREEMENTS
---------------------
WODE-FM/WEEX(AM)
----------------
1. Agreements with Xxxxxxx X. Xxxxxx in Sales
2. Agreements with Xxxxxxxxx X. Xxxxxxxx, Xx. in Sales
3. Agreement with Xxxxx X. Xxxxxx as Air Personality
4. Agreement with Xxxx X. Xxxxxxxx as Chief Operator/Disc Jockey
5. Agreement with Xxxxx X. Xxxxx as Account Executive Sales Department
* 6. Agreement with Xxxxxx Xxxxx Xxxx regarding job duties as Air
Personality
7. Agreement with Xxxxx X. Xxxxxx regarding job duties in AM Operations
8. Agreement with Xxxx Xxxxxxxxxx regarding job duties as Air Personality
WEEX(AM)
--------
1. Agreement with Xxxx X. Xxxxxxxx regarding job duties as WEEX Program
Director
WODE-FM
-------
1. Agreement with Xxxxx X. Causa in Sales
2. Agreement with Xxxxxx X. Xxxxxx, Xx. in Sales
3. Agreement with Xxxxx X. Check regarding job duties as FM Personality
4. Agreement with Xxxxxxx X. Xxxxx regarding job duties as Announcer-Air
Personality
5. Agreement with Xxxxx X. Xxxxxxxx regarding job duties as On-Air
Personality
6. Agreement with Xxxxxxx Xxxxxxxx III regarding job duties as Program
Director
7. Agreement with Xxxxx Xxxxxxxxxx in Sales
8. Agreement with Xxxxxx Xxxxx in Sales
Schedule 1.1(d)
Intangible Property
-------------------
WODE-FM
-------
WODE
WEEX(AM)
--------
WEEX
Schedule 1.1(f)
Real Property
-------------
OWNED REAL ESTATE
-----------------
WODE-FM/WEEX(AM)
----------------
1. Tower & Studio Site for both stations - by Special Warranty Deed for
property known as Northampton County Uniform parcel Identifier: Map
X0XX0, Xxxxx 00, Xxx 0
XXXX XXXXXX CONTRACTS
---------------------
WODE-FM
-------
1. Tower Space License Agreement for space on tower located at 000 Xxxx
Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx
Schedule 1.2(h)
Excluded Assets
---------------
Any assets or categories of assets identified as Excluded Assets on Schedule
1.1(b)
ESCROW AGREEMENT
----------------
(Clear Channel/Nassau)
($6,000,000)
THIS ESCROW AGREEMENT (the "Agreement") is made as of February 29, 2000
among Clear Channel Broadcasting, Inc., a Nevada corporation ("Seller"), Nassau
Broadcasting Partners, L.P., a Delaware limited partnership ("Buyer"), and Bank
of America, a national banking association ("Escrow Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller and Buyer are parties to an Asset Purchase Agreement (the
"Purchase Agreement") of even date herewith pursuant to which Buyer is to
deposit funds with the Escrow Agent in connection with the purchase and sale of
certain radio broadcast stations.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound, Seller, Buyer and
Escrow Agent hereby agree as follows:
Section 1. Escrow Account and Deposit. The Escrow Agent has established, or
simultaneously with the execution hereof will establish, an account (the "Escrow
Account") into which Buyer has deposited, or simultaneously with the execution
hereof will deposit, Six Million Dollars ($6,000,000). Upon receipt thereof, the
Escrow Agent shall provide Buyer and Seller confirmation thereof, and shall hold
and disburse such deposit as set forth in this Agreement. Such deposit shall be
invested in the Bank of America Business Investment Account or a money market
fund investing solely in securities issued by the United States, as directed by
Buyer and Seller. Such deposit, as increased or decreased based upon such
investment results, is referred to herein as the "Deposit." For tax purposes,
interest and other income earned on the Deposit shall be reported as income of
Buyer, the Escrow Agent shall file a Form 1099 consistent with such treatment,
and Buyer shall provide Escrow Agent with executed Forms W-8 and W-9, as
requested by Escrow Agent.
Section 2. Release of Deposit by Escrow Agent. The Escrow Agent shall
promptly release all or a portion of the Deposit to Buyer or Seller, as the case
may be, upon the first to occur of the following circumstances:
(a) if the Escrow Agent receives written instructions from Seller
stating that Seller is entitled to the Deposit pursuant to the Purchase
Agreement and that Seller has delivered to Buyer a copy of such notice, and
directing the Escrow Agent to disburse the Deposit, then the Escrow Agent shall
disburse the Deposit in accordance with such instructions;
(b) if the Escrow Agent receives joint written instructions from
Seller and Buyer directing the Escrow Agent to disburse the Deposit, then the
Escrow Agent shall disburse the Deposit in accordance with such instructions; or
(c) if the Escrow Agent receives a final order of a court of
competent jurisdiction authorizing the Escrow Agent to disburse the Deposit,
then the Escrow Agent shall disburse the Deposit in accordance with such order.
Section 3. Reliance by Escrow Agent. The Escrow Agent shall be entitled to
rely upon and act in accordance with any of: (a) written notice of Buyer
pursuant to Section 2(a) hereof, (b) the joint written instructions of Seller
and Buyer, and (c) a final order of a court of competent jurisdiction
authorizing the Escrow Agent to release the Deposit, or any portion thereof, to
Buyer or Seller.
Section 4. Conflicting Demands. If conflicting demands are made upon the
Escrow Agent, the Escrow Agent shall not be required to resolve such
controversy or take any action, but may await resolution of the controversy by
joint instructions from Seller and Buyer or by appropriate legal proceedings;
provided, however, that, notwithstanding the foregoing, if the Escrow Agent
receives written notice of Seller pursuant to Section 2(a), then Escrow Agent
shall disburse the Deposit in accordance with the instructions set forth therein
regardless of any conflicting demand, and in doing so Escrow Agent shall not
become liable in any way and shall be indemnified as provided in Section 5.
Section 5. Indemnification; Fees of Escrow Agent. Buyer and Seller shall
jointly and severally pay, and hold the Escrow Agent harmless against, all
costs, charges, damages and attorneys' fees which the Escrow Agent in good faith
may incur or suffer in connection with or arising out of this Agreement. The
Escrow Agent shall be entitled to a fee for services it renders hereunder in the
amount set forth on Schedule A attached hereto, which shall be paid one-half by
the Seller and one-half by Buyer.
Section 6. Rights and Duties of Escrow Agent.
(a) No assignment of the interest of any of the parties hereto shall
be binding upon the Escrow Agent unless and until written evidence of such
assignment in a form satisfactory to the Escrow Agent shall be filed with and
accepted by the Escrow Agent.
(b) The Escrow Agent may rely or act upon orders or directions signed
by the proper parties, or bearing a signature or signatures reasonably believed
by the Escrow Agent to be genuine.
(c) The Escrow Agent shall have no duties other than those expressly
imposed on it herein and shall not be liable for any act or omission except for
its own gross negligence or willful misconduct.
-2-
(d) In the event that the Deposit or any proceeds thereof shall be
attached, garnished, or levied upon by an order of any court, or the delivery
thereof shall be stayed or enjoined by an order of court, or any order, judgment
or decree shall be made or entered by any court affecting the property deposited
under this Agreement, or any part thereof, the Escrow Agent is hereby expressly
authorized in its sole discretion to obey and comply with all writs, orders or
decrees so entered or issued, which it is advised by legal counsel of its own
choosing is binding upon it, whether with or without jurisdiction, and in case
the Escrow Agent obeys or complies with any such writ, order or decree it shall
not be liable to any of the parties hereto or to any other person, firm or
corporation, by reason of such compliance notwithstanding that such writ, order
or decree be subsequently reversed, modified, annulled, set aside or vacated.
(e) The Escrow Agent may resign by giving sixty (60) days written
notice of resignation, specifying the effective date thereof. Within thirty (30)
days after receiving the aforesaid notice, the Seller and Buyer agree to appoint
a successor escrow agent to which the Escrow Agent shall transfer the Deposit or
any proceeds thereof then held in escrow under this Agreement. If a successor
escrow agent has not been appointed and/or has not accepted such appointment by
the end of the 30-day period, the Escrow Agent may at its sole option: (i) apply
to a court of competent jurisdiction for the appointment of a successor escrow
agent, and the costs, expenses and reasonable attorneys' fees which are incurred
in connection with such a proceeding shall be paid one-half by the Seller and
one-half by Buyer, or (ii) continue to hold the Deposit until it receives an
order from a court of competent jurisdiction or joint written instructions of
Seller and Buyer directing the Escrow Agent to release the Deposit.
Section 7. Disputes. Except as provided in Section 4, in the event of any
disagreement between any of the parties resulting in conflicting or adverse
claims or demands being made to the Deposit, the Escrow Agent shall be entitled,
at its sole option, to refuse to comply with or recognize any such claims or
demands as long as the disagreement shall continue, and in doing so, Escrow
Agent shall not become liable in any way to any person for failure or refusal to
comply with such conflicting or adverse claims or demands, and its duties
hereunder with regard to such disputed Deposit shall be suspended until the
rights of the claimants have been fully adjudicated or the differences adjusted
between the parties and the Escrow Agent shall have been notified thereof in
writing signed by all parties interested. In the event the differences between
the parties with regard to the disputed Deposit have not been adjusted, and the
Escrow Agent has been so notified, within ten (10) days following receipt of
notice by Escrow Agent of conflicting or adverse claims or demands, Escrow Agent
may, but shall not be obligated to, interplead the disputed Deposit in court,
and thereupon Escrow Agent shall be fully and completely discharged of its
duties as Escrow Agent with regard to the Deposit. The parties shall be jointly
and severally liable to Escrow Agent for all fees and expenses, including legal
fees, incurred by Escrow Agent in exercising its rights.
Section 8. Notices. Any notice or other communication required or permitted
hereunder shall be deemed to have been sufficiently given when delivered
personally, by facsimile, recognized air courier, or registered or certified
mail, return receipt requested, addressed as follows:
-3-
if to Seller: c/o Clear Channel Broadcasting, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: President
Facsimile: (000) 000-0000
with a copy (which shall not
constitute notice) to: Wiley, Rein & Fielding
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
if to Buyer: Nassau Broadcasting Partners, L.P.
000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx, Xx.
Facsimile: (000) 000-0000
with a copy (which shall not
constitute notice) to: Xxxxxx and Xxxxxxxx
00 Xxxx Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
if to Escrow Agent: Bank of America
Private Banking
0000 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
Facsimile No.: (000) 000-0000
or to such other address as may be specified by any party in a written notice to
the other parties.
Section 9. Governing Law. This Agreement shall be construed under the laws
of the District of Columbia.
Section 10. Waiver. This Agreement may be amended or modified, and any term
may be waived, only if such amendment, modification or waiver is in writing and
signed by all parties.
-4-
Section 11. No Third Party Beneficiaries. This Agreement is a personal one,
the duty of the Escrow Agent being only to the parties hereto, their successors
or assigns, and to no other person whatsoever.
Section 12. Counterparts. This Agreement may be executed in separate
counterparts.
[SIGNATURE PAGE FOLLOWS]
849991
-5-
SIGNATURE PAGE TO ESCROW AGREEMENT
----------------------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective duly authorized officers all as of the day and year
first above written.
SELLER: CLEAR CHANNEL BROADCASTING, INC.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Pres.
BUYER: NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners, Inc.,
its general partner
By:
-----------------------------------------
Name:
Title:
ESCROW AGENT: BANK OF AMERICA
By:
-----------------------------------------
Name:
Title:
SIGNATURE PAGE TO ESCROW AGREEMENT
----------------------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective duly authorized officers all as of the day and
year first above written.
SELLER: CLEAR CHANNEL BROADCASTING, INC.
By:
-----------------------------------------
Name:
Title:
BUYER: NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx, Xx.
Title: President
ESCROW AGENT: BANK OF AMERICA
By:
-----------------------------------------
Name:
Title:
SIGNATURE PAGE TO ESCROW AGREEMENT
----------------------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective duly authorized officers all as of the day and year
first above written.
SELLER: CLEAR CHANNEL BROADCASTING, INC.
By:
-----------------------------------------
Name:
Title:
BUYER: NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners, Inc.,
its general partner
By:
-----------------------------------------
Name:
Title:
ESCROW AGENT: BANK OF AMERICA
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SCHEDULE A
----------
ESCROW AGENT FEE
----------------
$1,500
Re: Nassau
Escrow Wire Instructions
The Escrow Deposit ($6,000,000) should be wired to the Escrow Agent in
accordance with the following instructions:
Bank: Bank of America
City/State: Washington, DC
Routing#: 000000000
Beneficiary: Bank of America, Escrow Agent for Clear Channel/Nassau
Account#: 1920511160
849709
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
--------------------------------------------
This Confidentiality and Non-Disclosure Agreement (the "Agreement") dated
as of December 15, 1999, is by and between Clear Channel Communications, Inc.,
acting on behalf of itself and its subsidiaries ("CCC") and AMFM, Inc., acting
on behalf of itself and its subsidiaries ("AMFM"), (CCC and AMFM, collectively
and individually, the "Disclosing Party") and Nassau Broadcasting Partners, L.P.
(the "Interested Party").
In connection with Interested Party's desire to explore the possibility of
entering into a transaction with Disclosing Party or with one of its affiliates
(the "Transaction"), Disclosing Party is furnishing certain information to the
Interested Party that is non-public, confidential or proprietary in nature (the
"Information").
In consideration of Disclosing Party's disclosure to it of the Information,
the Interested Party agrees that it will keep the Information confidential and
that the Information shall not, without the prior written consent of Disclosing
Party, be disclosed by the Interested Party or by its affiliates, directors,
officers, partners, agents or employees (collectively, "Representatives"), in
any manner whatsoever, in whole or in part, and shall not be used by the
Interested Party or its Representatives other than in connection with the
Transaction. Moreover, the Interested Party agrees to transmit the Information
only to such of its Representatives who need to know the Information for the
sole purpose of assisting the Interested Party in the Transaction, who are
informed of this Agreement and who agree to be bound by the terms hereof as if a
party hereto. In any event, the Interested Party shall be fully liable for any
breach of this Agreement by its Representatives.
The term "Information" shall exclude any information to the extent that
such information (1) is or becomes generally available to the public other than
as a result of acts by the Interested Party or its Representatives in violation
of this agreement, (2) is in the possession of the Interested Party or its
Representatives prior to disclosure by Disclosing Party or (3) is disclosed to
the Interested Party or its Representatives on a non-confidential basis by a
person other than Disclosing Party or its Representatives that, to the
Interested Party's knowledge after due inquiry, is not restricted from
disclosing such information to the Interested Party or to its Representatives
by any contractual, fiduciary or other legal obligation. For the purposes of
this agreement, the term "person" shall be construed broadly and shall include,
without limitation, any natural person, corporation, partnership, trust,
association or other entity.
Without the prior written consent of Disclosing Party, neither the
Interested Party nor its Representatives shall disclose to any person
(including, but not limited to, other persons and entities possibly interested
in the same or any similar transaction) the fact that it has received any of the
Information or that discussions or negotiations are taking place concerning the
Transaction, including the possible terms and status thereof.
Interested Party agrees that, without the Disclosing Party's prior
written consent, Interested Party will not, for a period of two years from the
date of this Agreement, directly or indirectly, (i) solicit the employment of
any key employee, officer or senior manager of the Disclosing Party or (ii) hire
any key employee, officer or senior manager employed by the Disclosing Party or
any former key employee, officer or senior manager whose employment with the
Disclosing Party has ceased within 90 days of such solicitation or hire.
The Interested Party agrees that, unless an agreement for a transaction is
made, at the earlier of the conclusion of its review of the Information, or
within three business days of Disclosing Party's request, all copies of the
Information in any form whatsoever (including but not limited to any reports,
memoranda or other materials prepared by the Interested Party or at its
direction) will be destroyed or will be delivered by the Interested Party and
its Representatives to Disclosing Party.
If the Interested Party or anyone to whom it supplies the Information
receives a request to disclose all or any part of the Information under the
terms of a subpoena or order issued by a court of competent jurisdiction or by a
governmental body, the Interested Party agrees to (i) immediately notify
Disclosing Party of the existence, terms and circumstances surrounding such a
request, (ii) consult with Disclosing Party on the advisability of taking
legally available steps to resist or narrow such request, and (iii) if
disclosure of such Information is legally required, furnish only such portion of
the information it is legally compelled to disclose.
Interested Party understands that the Disclosing Party has endeavored to
include in the Information those materials which it believes to be reliable and
relevant for the purpose of Interested Party's evaluation, but Interested Party
acknowledges that neither the Disclosing Party nor any of its representatives or
advisors, makes any representation or warranty as to the accuracy or
completeness of the Information. Interested Party agrees that neither the
Disclosing Party nor any of its representatives or advisors, shall have any
liability to Interested Party or to any Representatives as a result of the use
of the Information by Interested Party or Representatives, and Interested Party
understands that only those particular representations and warranties which may
be made by the Disclosing Party to the purchasers of the assets of the
Disclosing Party in a definitive agreement, when, as and if it is executed, and
subject to such limitations and restrictions as may be specified in such
definitive agreement, shall have any legal effect.
The Interested Party acknowledges and agrees that in the event of any
breach of this agreement, Disclosing Party would be irreparably and immediately
harmed and could not be made whole by monetary damages. Accordingly, the parties
agree that Disclosing Party, in addition to any other remedy to which it may be
entitled in law or equity, shall be entitled to an injunction or injunctions
(without the posting of any bond) to prevent breaches of this agreement and/or
to compel specific performance of this agreement, and that neither the
Interested Party nor its Representatives will oppose the granting of such
relief. The prevailing party also agrees to reimburse the non-prevailing party
for all costs and expenses, including attorneys' fees, incurred by it in
enforcing the obligations of the Interested Party and its Representatives
hereunder.
Interested Party acknowledges that Interested Party is aware, and that
Interested Party will advise such Representatives who are informed as to the
matters which are the subject of this letter, that the federal and state
securities laws prohibit any person who has received material, non-public
information concerning a publicly traded company from purchasing or selling
securities of such company or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell
2
This Confidentially and Non-Disclosure Agreement is executed by the below
parties as of the date first stated above.
INTERESTED PARTY _____________________________________
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Chairman
DISCLOSING PARTY CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
DISCLOSING PARTY AM/FM, INC.
By: /s/ D. Xxxxx Xxxxxxxxx
----------------------------------
Name: D. Xxxxx Xxxxxxxxx
Title: EVP/CFO
