Exhibit 10.17
AGREEMENT
by and between
NASSAU BROADCASTING HOLDINGS, INC.
and
NASSAU BROADCASTING PARTNERS, L.P.
This AGREEMENT is entered into this 31st day of January, 1999, by and
between Nassau Broadcasting Holdings, Inc. a New Jersey corporation ("NBH") and
Nassau Broadcasting Partners, L.P., a Delaware limited partnership ("NBPLP").
BACKGROUND
NBH entered into an agreement with Xxx Xxxxx and Xxxx Xxxxxx to acquire
all of his stock interest in Tiab Communications Corporation to purchase two
parcels of real estate in Pennsylvania which house the transmitter site for
XXXX-AM and formerly WPMR-FM.
In addition, NBH entered into an agreement to purchase XXXX-AM from Tiab
Communications Corporation. In December 1997 Tiab was adjudged a bankrupt in the
United States Bankruptcy Court for the Middle District of Pennsylvania in Xxxxxx
Barre, PA.
In an effort to acquire XXXX-AM and other assets of Tiab Communications,
NBH has retained counsel and prepared a Chapter 11 Plan of Reorganization for
Tiab Communications Corporation pursuant to which, if approved by the Court, NBH
will become the sole shareholder of all of the stock of Tiab and thus own the
XXXX-AM FCC license and take over litigation pending in the Tiab x. Xxxxxxxx
Broadcasting, United States District Court for the Middle District of
Pennsylvania, Docket No. 3:CV-97-0613. That litigation, if successful, will
reconvey the former FM license owned by Tiab and/or provide a sum of money as
damages.
NBH desires that NBPLP provide all funds necessary for the above acquisitions
and for the funding of the bankruptcy plan, the litigation and any and all
necessary fees for professionals, and NBPLP is willing to do so provided it is
granted an option to acquire the XXXX-AM license and the FM license if the
litigation is successful.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other valuable consideration, the parties do hereby
agree as follows:
A. Advance of Funds
NBPLP will provide NBH with any and all funds necessary for the
acquisition of the stock and the real estate described above, to fund the
proposed Chapter 11 Plan of Reorganization and the litigation in the matter of
Tiab x. Xxxxxxxx Broadcasting.
X. Xxxxx of Option
In consideration of the advancement of the funds as described
above, NBH hereby grants an option to NBPLP for the purchase of either or both
of the FCC licenses described above in the event the Chapter 11 Plan is approved
and/or if the litigation is successful in obtaining a reconveyance of the FM
license back to Tiab, for the sum of One Hundred Dollars ($100.00).
This option may be exercised at any time and on more than one
occasion.
Upon the exercise of the option and a transfer of either or both of
the licenses, which such transfer shall be subject to the prior approval of the
FCC, NBH shall be relieved of any obligation to repay the funds advanced by
NBPLP.
C. Entire Agreement; Filings
This Agreement and all Schedules and Exhibits attached hereto
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede all prior understandings and agreements among the
parties, whether oral or written, contain the entire understanding of the
parties and shall not be changed, modified, amended, extended, terminated,
waived or discharged except by subsequent instrument in writing signed by the
parties hereto. The the extent permitted by the FCC, the Schedules shall not be
filed with the FCC or otherwise disclosed or made public.
D. Counterparts
This Agreement may be signed upon any number of counterparts with
the same effect as if the signature to each counterpart were on the same
instrument.
E. Survival
The provisions hereof, which by their terms are to be performed or
observed after the Closing Date, shall survive the Closing hereunder in
accordance with the terms of this Agreement and shall be binding upon and inure
to the benefit of all of the parties hereto, their heirs, legal representatives,
successors and assigns.
F. Confidentiality
Neither party shall make any announcement or disclose to the press
or others without Seller's consent as to timing and content (which shall not be
unreasonably withheld or delayed) as to the purchase/sale of the Stations prior
to the Closing. It is understood that the foregoing non-disclosure requirement
is not intended to preclude Buyer from having discussions with financial
entities, consultants and attorneys outside the Stations who will be advised of
the need and agreement for deferred disclosure and shall agree to such
confidentiality and deferred disclosure.
G. Assignability
Neither the Agreement nor any rights or obligations hereunder may be
assigned by Buyer or Seller without the express prior written consent of the
other party. Except as provided otherwise herein, this Agreement shall inure to
the benefit of and be binding upon the successors and assigns of the parties.
H. Governing Law
This Agreement shall be governed by, construed (both as to validity
and performance) and enforced in accordance with the laws of the State of New
Jersey applicable to agreements made and to be performed wholly within such
jurisdiction.
I. Attorneys' Fees
In the event of commencement of either arbitration or suit by either
party to enforce the provisions of this Agreement, the prevailing party shall be
entitled to receive such attorneys' fees and costs as may be adjudged reasonable
in addition to any other relief granted.
J. Severability
Any provision of this Agreement which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such unenforceability without invalidating the remaining provisions hereof, and
any such unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto hereby waive any provision of law now or
hereafter in effect which renders any provision hereof unenforceable in any
respect.
K. Further Actions
From time to time before, at and after the Closing, each party, at
the requesting party's expense and without further consideration, will execute
and deliver such documents to the other party as to the other party may
reasonably request in order more effectively to consummate the transactions
contemplated hereby.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
(Signature Page Follows)
Nassau Broadcasting Holdings, Inc.
/s/ Xxxxx X. Xxxxxxxxxx, Xx.
-----------------------------------
Xxxxx X. Xxxxxxxxxx, Xx., President
Nassau Broadcasting Partners, L.P by
Nassau Broadcasting Partners, Inc., its
General Partner
/s/ Xxxxx X. Xxxxxxxxxx, Xx.
-----------------------------------
Xxxxx X. Xxxxxxxxxx, Xx., President
