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EXHIBIT 10.80
Irrevocable and Exclusive Option Agreement dated as of October 16, 1996, between
Xxxxxxx Broadcasting Company and Commodore Media Of Kentucky, Inc.
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IRREVOCABLE AND EXCLUSIVE OPTION AGREEMENT
For good and adequate consideration, the receipt and sufficiency of
which is hereby acknowledged, Xxxxxxx Broadcasting Company ("Xxxxxxx") hereby
grants to Commodore Media of Kentucky, Inc. a Delaware corporation
("Commodore"), and to its nominees, successors and assigns, on this 16th day of
October, 1996, an irrevocable and exclusive option (the "Option") to purchase
the operating assets of radio station WHRD(AM), Huntington, West Virginia (the
"Station").
1. Cancellation and Replacement of Original Option. Xxxxxxx and
Commodore acknowledge and agree that the Irrevocable and Exclusive Option
Agreement, dated as of February 6th, 1995 between Xxxxxxx and Xxxxxxx X. Xxxxx,
which was assigned to Commodore on the date hereof is canceled and replaced in
its entirety by this Agreement.
2. Effective Date and Option Term. The Option shall become effective on
the date on which Xxxxxxx closes on the sale of radio stations WFXN(FM) and
WMLV(FM) to Commodore (the "Effective Date") and shall remain in effect for a
period of four (4) years from the Effective Date.
3. Option Price. The option price for the purchase of the Station's
assets shall be Five Thousand Dollars ($5,000), payable in cash at the closing
on the purchase of the Station (the
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"Closing"). Upon receipt by Xxxxxxx of written notice of the exercise of the
Option, the parties shall proceed to negotiate expeditiously and in good faith a
definitive asset purchase agreement that shall contain such terms, conditions
and covenants as are (i) customary and normal in agreements for the purchase and
sale of radio broadcast station assets, and (ii) consistent with and with terms
that are no more onerous or burdensome to either party than those contained in
the Asset Purchase Agreement between Xxxxxxx and Commodore dated as of April 8,
1996.
4. Exercise of Option. Commodore shall deliver written notice of the
exercise of the Option to Xxxxxxx in accordance with the notice provisions of
Section 6.1 hereof. Notwithstanding any other provision of this Agreement, the
exercise of the Option may only be made if, at the time of the exercise,
Commodore or its successor or assign, is qualified in accordance with the rules
and regulations of the FCC then in effect to be the licensee of the Station.
5. Covenants of Xxxxxxx. Xxxxxxx covenants that it will not take any
action, including the execution of any agreement or contract, that would
preclude or impair the exercise or assignment of the Option by Commodore.
Xxxxxxx shall use its commercially best efforts to preserve the business and
operations of the Station, and to maintain the FCC licenses and authorizations
for the Station, and will not enter into any agreement or contract that is
inconsistent with the provisions of
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this Agreement and the rights granted to Commodore hereunder. On the Effective
Date, Xxxxxxx shall enter into a Local Marketing Agreement with Buyer in
accordance with the parties' negotiations concerning such agreement.
6.1 Notices. Any notice required under this Agreement shall be in
writing and shall be deemed to have been duly delivered on the date of personal
delivery, or on the date of receipt if mailed by registered or certified mail,
postage prepaid and return receipt requested, or on the date of receipt if sent
by established overnight courier service, to the following addresses:
To Commodore: Xx. Xxxxx X. Xxxxxxxx
Chief Financial Officer
Commodore Media of Kentucky, Inc.
c/o Commodore Media, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
To Xxxxxxx: Mr. W. Xxx Xxxxxxx, President
Xxxxxxx Broadcasting Company
00 Xxx Xxxxxx, Xxxxx X
Xxxxxx Xxxx Xxxxxx, XX 00000
or to any other additional persons and addresses as the parties may from time to
time designate in a writing delivered in accordance with this Section 6.1.
6.2 Governing Law. This Agreement shall be governed, construed, and
enforced in accordance with the laws of, and the forum for the judicial
resolution of any dispute arising under this Agreement shall be the State of
West Virginia.
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6.3 Headings. The headings herein are included for ease of reference
only and shall not control or affect the meaning or construction of the
provisions of this Agreement.
6.4 Entire Agreement. This Agreement, the Local Marketing Agreement
between the parties dated as of the date hereof relating to the Station and all
Schedules and Exhibits hereto or thereto, and all documents and certificates to
be delivered by the parties pursuant hereto or thereto, collectively represent
the entire understanding and agreement of the parties with respect to the
subject matter hereof. This Agreement supersedes and replaces the Irrevocable
and Exclusive Option Agreement dated as of February __, 1995 between Xxxxxxx and
Xxxxxxx X. Xxxxx which was assigned to Commodore on the date hereof and all
prior negotiations between the parties concerning the subject matter hereof and
cannot be amended, supplemented or modified except by an agreement in writing
which makes specific reference to this Agreement or an agreement delivered
pursuant hereto, as the case may be, and which is signed by the party against
whom enforcement of any such amendment, supplement or modification is sought.
6.5 Assignment. This Agreement is binding upon the successors and
assigns of the parties. Xxxxxxx may not assign this Agreement. Commodore may
assign the Agreement without the consent of Xxxxxxx.
6.6 Severability. If any provision of this Agreement is declared
unlawful by any competent governmental authority, the
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remainder of this Agreement shall remain in effect with the offending
provision(s) deleted; provided, however, that this Agreement shall terminate if
deletion of this unlawful provision would preclude fulfillment of the basic
intent of the parties.
6.7 Remedies. In the event of a breach of or default under this
Agreement by Xxxxxxx, Commodore shall have the right to seek specific
performance in a court of competent jurisdiction to enforce its rights
hereunder. Xxxxxxx agrees that the rights granted Commodore hereunder are
unique, and that an adequate remedy for damages is not available.
6.8 Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signature on each such counterpart
were upon the same instrument.
[signatures on the following page]
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IN WITNESS WHEREOF, this Agreement has been executed by Commodore and
Xxxxxxx as of the date first above written.
COMMODORE MEDIA OF KENTUCKY, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx,
Chief Financial Officer
XXXXXXX BROADCASTING COMPANY
By: /s/ W. Xxx Xxxxxxx, President
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W. Xxx Xxxxxxx, President
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