February 13, 1998
Xx. Xxxxxxxx X. Xxxxx
Xxxxx Broadcasting Corporation
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Re: OPTION TO ACQUIRE CERTAIN ASSETS
Dear Xx. Xxxxx:
This letter agreement will confirm our understanding that upon the
termination of your employment by the Company without Cause or by you for
Good Reason (each as defined in that certain Amended and Restated Employment
Agreement dated February 20, 1995 between you and Xxxxx Broadcasting
Corporation (the "Company"), as amended from time to time), you, or your
assignee, shall have the option, exercisable within 90 days following the
occurrence of such event, to acquire all of the Company's right, title and
interest in and to any or all the assets set forth on Exhibit A hereto (the
"Corporate Assets") for an aggregate purchase price of $10.00 in cash. In
connection with any transfer of the Corporate Assets, the Company and you, or
your assignee, as applicable, shall execute such instruments of transfer as
the other party shall deem necessary and appropriate.
In order to exercise the option granted hereby, you or your assignee
shall deliver to the Company written notice of your or its intention to
exercise such option, which notice shall identify the Corporate Assets to be
transferred as well as the proposed date of such transfer (such date not to
be less than 5 nor more than 10 business days following the delivery of such
written notice).
The parties agree that the Corporate Assets shall be transferred free
and clear of any liens or encumbrances but otherwise in "as is, where is"
condition without warranty of merchantability or fitness for a particular
purpose.
Very truly yours,
XXXXX BROADCASTING CORPORATION
By: /s/ Xxxxx X. Xxxx
--------------------------
Xxxxx X. Xxxx
Treasurer and Assistant Secretary
Accepted and agreed to this
13th day of February, 1998.
/s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
EXHIBIT A
BROADCAST EQUIPMENT
Sony 19" Color TV
Quasar VCR
Sony VP-5020 U-Matic VCR
OFFICE EQUIPMENT
Royal 248-XX XX Calculator
IBM Wheelwriter 30
NEC NE Fax 462
Sprint Phone System & Voice Mail
DBS Receiver & Antenna System
COMPUTER EQUIPMENT
Printer - Epson LQ 1000
Printer - Epson LQ 1000
486 PC & Tape Backup
Epson LQ 1050
386 PC
Laptop PC
HP Deskjet 310 Printer
FCMICA Fax Card
386 PC
Canon 33-200 Bubble Jet
3 Pentium 133 Boards and Network System
Laser Printer KXP4440 - '1.2 GB Drive & 2 Mice
3.5" H.D. Drive
400 Meg Drive
Surge Suppressor
FURNITURE & FIXTURES
Wall Art
Conference Table
Conference Chairs (07)
Wood Chest
Desk & Return (03)
Chair (03)
Desk Set (03)
Bookcase (03)
FURNITURE & FIXTURES (CONT'D.)
Metal Shelves
5 Drawer Lateral File (White)
Armchair (02)
Armchair (02)
Armchair (02)
Wood Cabinet (02)
Wood Cabinet (02)
Wood Credenza (02)
Printer Stand (02)
Trash Can (02)
Carpet Protector (02)
Desk W/Return & Cabinet (02)
AC Strip (02)
Wood Cabinet
Leather Armchair
Leather Armchair
Leather Armchair
Wood Wall Unit
Wood Printer Table
Carpet Protector
Executive Wood Desk
Trash Can
Wood Clock
Desk Set
5 Drawer Lateral File
Typing Table (R)
Printer Stand (R)
Wood Desk W/Return (R)
Carpet Protector (R)
Armchair (R)
Trash Can (R)
Walnut Lateral File
3 Drawer Metal Lateral File
2 Conference Room End Tables
3 Drawer Metal Lateral File
Reception Chairs (3)
Vertical Blinds (Windows)
Desk Chair
AUTOMOBILE
BMW 540i (VID No. XXXXX0000XXX00000)
ENTERTAINMENT
4 season tickets to the NEW YORK YANKEES baseball
games (i) for the 1998 season and (ii) to the extent
Xx. Xxxxx elects to pay the purchase price for such
tickets in any future season, for each such future season
NAME
The name "Xxxxx Broadcasting Corporation" and
any derivation thereof
