Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Paxson Communications, Inc. Form 10-Q 21 142K
13: EX-10.100 Asset Purchase Agreement 40 175K
14: EX-10.101 Asset Purchase Agreement 41 177K
15: EX-10.102 Asset Purchase Agreement 45 190K
16: EX-10.103 Construction Agreement 9 37K
17: EX-10.104 Loan Agreement 29 120K
18: EX-10.105 Asset Purchase Agreement 44 184K
19: EX-10.106 Asset Purchase Agreement 42 176K
20: EX-10.107 Agreement and Plan of Merger 34 110K
21: EX-10.107.01 First Amendment to Agreement and Plan of Merger 3 17K
22: EX-10.108 Asset Purchase Agreement 41 174K
23: EX-10.109 Option Agreement 9 35K
24: EX-10.110 Subordinated Note 13 50K
25: EX-10.111 Asset Purchase Agreement 40 142K
26: EX-10.112 Asset Purchase Agreement 40 169K
27: EX-10.113 Time Brokerage Agreement 28 96K
28: EX-10.114 Purchase Agreement 17 63K
29: EX-10.115 Asset Purchase Agreement 32 138K
30: EX-10.116 Asset Purchase Agreement 32 148K
31: EX-10.117 Asset Purchase Agreement 32 144K
32: EX-10.118 Asset Purchase Agreement 33 147K
33: EX-10.119 Time Brokerage Agreement 16 70K
34: EX-10.120 Loan Agreement 28 109K
35: EX-10.121 Second Amendment to Asset Purchase Agreement 6 22K
36: EX-10.122 Asset Purchase Agreement 41 180K
37: EX-10.123 Asset Purchase Agreement 94 303K
38: EX-10.124 Loan Agreement 52 170K
39: EX-10.125 Time Brokerage Agreement 28 98K
40: EX-10.126 Option Agreement 18 64K
2: EX-10.89 Amended as Restated Promissory Note 6 25K
3: EX-10.90 First Anemdment to Loan Agreement 2 15K
4: EX-10.91 Asset Purchase Agreement 15 73K
5: EX-10.92 Asset Purchase Agreement 41 174K
6: EX-10.93 The Brokerage Agreement 29 97K
7: EX-10.94 Asset Purchase Agreement 38 173K
8: EX-10.95 First Amendment 2 15K
9: EX-10.96 Promissory Note 4 21K
10: EX-10.97 Stock Purchase Agreement 42 199K
11: EX-10.98 Asset Purchase Agreement 42 178K
12: EX-10.99 Asset Purchase Agreement 42 177K
41: EX-27 Financial Data Schedule (For SEC Use Only) 1 12K
EX-10.103 — Construction Agreement
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EXHIBIT 10.103
CONSTRUCTION AGREEMENT
THIS CONSTRUCTION AGREEMENT (the "Agreement") is entered into as of
this 16th day of April, 1996, by and among OFFSHORE BROADCASTING CORPORATION, a
Rhode Island corporation ("Licensee"), OCEAN STATE TELEVISION, L.L.C., a
Delaware limited liability company (the "Company"), and PAXSON COMMUNICATIONS
OF PROVIDENCE-69, INC., a Florida corporation ("Contractor").
W I T N E S S E T H
WHEREAS, on March 18, 1996, Licensee secured from the Federal
Communications Commission ("FCC") a construction permit (the "Construction
Permit") to relocate the transmitter site for television station WOST-TV,
Channel 69, Block Island, Rhode Island (the "Station"), to Hopkinton, Rhode
Island;
WHEREAS, Licensee, Contractor and the Company have entered into an
Asset Contribution Agreement dated as of the date hereof (the "Contribution
Agreement"), pursuant to which, among other things, subject to the prior
approval of the FCC, Licensee agrees to contribute to the Company substantially
all of the assets used or useful in connection with the business or operations
of the Station, and Contractor agrees to contribute to the Company One Million
Dollars ($1,000,000) in cash and to loan the Licensee and the Company up to
Three Million Dollars ($3,000,000) to finance construction and operation of the
Station; and
WHEREAS, the Contribution Agreement provides that Contractor, Licensee
and the Company shall enter into this Agreement in order to permit Contractor
to specify the materials and equipment required to construct the Station
facilities as specified in the Construction Permit and to undertake, with the
concurrence of Licensee, such construction.
NOW THEREFORE, in consideration of the above and of the mutual
promises covenants contained herein, the parties, intending to be legally
bound, agree as follows:
SECTION 1. DEFINITIONS. In addition to the terms which are
elsewhere defined in this Agreement, the following terms shall have the
respective meanings hereinafter set forth:
A. "Budget" shall mean the preliminary budget as
agreed to by Licensee and Contractor, as described in Exhibit A attached
hereto, as such Budget may be amended in accordance with Paragraph 5 of this
Agreement.
B. "Contract Documents" shall mean this Agreement,
all FCC and other authorizations issued to the Licensee for the Station's
operation and construction, the Plans and Specifications and the Budget.
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C. "Plans and Specifications" shall mean the plans
and specifications described in Exhibit B attached hereto, and as supplemented
from time to time with the agreement of Contractor and Licensee.
D. "Work" shall mean all labor, materials and
equipment necessary or appropriate for the construction of the facilities
described in the Plans and Specifications as authorized in the Construction
Permit.
SECTION 2. THE WORK.
A. Contractor agrees to do the following:
(i) With the concurrence of Licensee,
specify for the purchase or lease by the Company of the equipment, supplies and
materials necessary or appropriate for the construction and installation of the
facilities described in the Plans and Specifications as authorized in the
Construction Permit; and
(ii) With the concurrence of the
Licensee and its Chief Engineer, construct and/or install the facilities
described in the Plans and Specifications (x) as authorized in the Construction
Permit and (y) in accordance with all applicable zoning, building or other
governmental laws, ordinances or regulations, including, without limitation,
all permits, regulations and directions of the FCC.
B. Licensee has done or agrees to do the following:
(i) Secured the grant of the
Construction Permit;
(ii) File with the FCC or any other
governmental agency any other applications which may be necessary for the
implementation of the Construction Permit, the construction of the Station, and
the commencement and continuation of the Station's operations;
(iii) Prepare and timely file with the
FCC an application for license for the constructed facilities in accordance
with the rules and regulations of the FCC; and
(iv) Cooperate with Contractor in
obtaining as expeditiously as practicable any zoning, building and other
permits, state, county or municipal, that are required in connection with the
Plans and Specifications and the Work and execute the necessary documents and
agreements provided by Contractor in accordance with its obligations hereunder.
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SECTION 3. COMPLETION OF THE WORK.
A. The Work shall be commenced upon the execution
of this Agreement and shall be substantially completed as promptly as
reasonably practicable following the grant of the Application; provided,
however, that the parties agree that such date shall be extended by reason of
strikes, labor troubles, inability to procure material, failure of power,
governmental actions or inactions, riots, insurrection, war or other reasons
beyond the control of the parties.
B. The Work shall be deemed to be substantially
complete when (i) construction is sufficiently complete, in accordance with the
Contract Documents, so that the Station may begin operating pursuant to Program
Test Authority under FCC rules using the facilities authorized by the
Construction Permit and (ii) all permits, modifications of permits,
authorizations and licenses necessary to operate such facilities have been
obtained. Any Work required by the Contract Documents which remains to be
completed after the date of substantial completion shall, if reasonably
feasible, be completed by Contractor within ninety (90) days after the date of
substantial completion.
SECTION 4. COST OF THE WORK. The cost of the Work shall not exceed
Three Million Dollars ($3,000,000). Prior to the Contribution Closing, as that
term is defined in the Contribution Agreement, Licensee shall use the proceeds
of the Relocation Loans, as that term is defined in the Loan Agreement dated
the date hereof, among Contractor, Licensee and the Company, to pay the cost of
the Work. Upon the Contribution Closing, the Company shall be responsible for
the cost of the Work.
SECTION 5. BUDGET. Licensee and Contractor acknowledge and agree
that the Budget represents the estimated cost of the Work. Promptly after the
date hereof, Contractor shall obtain firm bids from responsible manufacturers,
suppliers, and contractors approved by Licensee for the performance of the Work
or portions thereof, and shall supply copies of all bids to Licensee. Upon
receipt of the bids and upon the agreement by Licensee and Contractor to accept
those bids, Contractor shall accept the bids and the Budget shall be adjusted
to conform to the bids.
SECTION 6. CONTRACTOR'S CONSTRUCTION OBLIGATIONS.
A. Subject to the oversight and control of
Licensee, Contractor shall supervise and direct the Work, using its best skill
and attention and shall be responsible for all construction means, methods,
techniques, sequences and procedures and for coordinating all portions of the
Work under this Agreement.
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B. Contractor shall be responsible to the Licensee
and the Company for the acts and omissions of Contractor's employees,
contractors, subcontractors and other persons providing or performing any of
the Work.
C. Unless otherwise provided in the Contract
Documents, Contractor shall provide all labor, materials, equipment, tools,
construction, equipment and machinery, water, heat, utilities, transportation
and other facilities and services necessary for the proper execution and
completion of the Work, whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work.
D. Contractor shall at all times enforce strict
discipline and good order among any person working at the construction site.
E. Contractor warrants to Licensee that all
materials and equipment furnished under this Contract will be new, unless
otherwise specified in Exhibit A, and that all Work will be of good quality,
free from faults and defects and in conformance with the Contract Documents.
F. Contractor shall comply with all laws,
ordinances, rules, regulations and lawful orders of any public authority
bearing on the performance of the Work.
G. Contractor shall prepare and submit to Licensee
an estimated progress schedule for the Work. The progress schedule shall be
related to the entire project to the extent required by the Contract Documents
and shall provide for expeditious and practicable completion of the Work.
H. Contractor at all times shall keep the
construction site free from accumulation of waste material or rubbish caused by
the Work. At the completion of the Work, Contractor shall remove or cause to
be removed all waste materials and rubbish from and about the construction site
and tools, construction equipment, machinery and surplus materials and shall
retain all documentation, working drawings, and schematics of construction so
that said materials can be stored on Licensee's premises for future reference.
SECTION 7. SUBCONTRACTORS. By an appropriate written agreement,
Contractor shall require each subcontractor retained by Contractor to be bound
by the terms of the Contract Documents, and to assume all the obligations and
responsibilities which Contractor, by those documents, assumes toward Licensee.
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SECTION 8. PROTECTION OF PERSONS AND PROPERTY.
A. Contractor shall take all reasonable
precautions for the safety of, and shall provide all reasonable protection to
prevent damage, injury or loss to:
(i) all individuals employed to perform
the Work;
(ii) all materials and equipment to be
used in the Work, whether in storage, on or off the site, under the care,
custody or control of Contractor or any of its subcontractors; and
(iii) other property at the site or adjacent
thereto.
B. Contractor shall give all notices and comply
with all applicable laws, ordinances, rules, regulations and lawful orders of
any public authority bearing on the safety of persons or property or their
protection from damage, injury or loss.
SECTION 9. INSURANCE.
A. Contractor shall purchase and maintain or cause
to be purchased and maintained such insurance as will protect Contractor,
Licensee and the Company from any and all claims, including those set forth
below, which may arise out of or result from the Work, whether such operations
be by Contractor or by any subcontractor or by anyone directly or indirectly
employed by any of them, or by anyone for whose acts any of them may be liable:
(i) claims under workmen's compensation,
disability benefit and other similar employee benefit acts;
(ii) claims for damages because of bodily
injury, occupational sickness or disease, or death;
(iii) claims for damages insured by usual and
customary personal injury liability coverage which are sustained (1) by any
person as a result of an offense directly or indirectly related to the
employment of such person by Contractor, or (2) by any other person;
(iv) claims for damages, other than to the Work
itself, because of injury to or destruction of tangible property; and
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(v) claims for damages because of
bodily injury or death or any property damage arising out of the ownership,
maintenance or use of any motor vehicle in respect of the Work.
B. The insurance required by this Section shall be
written for not less than the limits of liability agreed to by Contractor and
Licensee or required by law, whichever is greater.
C. Certificates of Insurance acceptable to
Licensee and Contractor shall be delivered to Licensee prior to commencement of
the Work. These Certificates shall contain a provision that coverage afforded
under the policies will not be canceled until at least thirty (30) days' prior
written notice has been given to the Licensee.
D. The Company shall purchase and maintain
property insurance upon the entire Work to the full insurable value thereof.
This insurance shall insure against the perils of fire and extended coverage,
shall include "all risk" insurance for physical loss or damage including,
without duplication of coverage, theft, vandalism and malicious mischief and
shall provide that all proceeds from such insurance shall go to the Company.
10. DAMAGES. In the event of a default by Contractor of
its obligations under this Agreement or the failure of Contractor to complete
the Work, Contractor shall not be liable to Licensee or the Company for any
consequential damages as a result of such failure or delay. The sole liability
of Contractor to Licensee and the Company shall be for the full cost and
expense of completing the Work in accordance with the Contract Documents and
the Plans and Specifications.
SECTION 11. TERMINATION. This Agreement shall terminate, and no
party shall have any further obligation hereunder, upon the earlier to occur of
(a) the completion of the Work, (b) the Closing (as defined in the Contribution
Agreement), or (c) the termination of the Contribution Agreement in accordance
with its terms.
SECTION 12. MISCELLANEOUS PROVISIONS.
A. The Contract shall be governed by the laws of
the State of Florida applicable to contracts made and to be performed there,
without reference to the principles of the conflicts of law.
B. Licensee, Contractor and the Company each binds
itself and its successors, assigns and legal representatives to the other party
hereto and to the successors, assigns and
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legal representatives of such other party with respect to all covenants,
agreements and obligations contained in the Contract Documents.
C. The parties hereto agree to cooperate fully
with each other in preparing, filing, prosecuting, advocating grant, and taking
any other actions necessary with respect to any applications or actions which
are or may be necessary to obtain the consent of the FCC or of any other
governmental instrumentality, or any third party to, or are or may be necessary
or helpful in order to accomplish the transactions contemplated by this
Agreement.
D. All notices, demands and requests required or
permitted to be given under the provisions of this Agreement shall be (i) in
writing, (ii) delivered by personal delivery or sent by commercial delivery
service or certified mail, return receipt requested, (iii) deemed to have been
given on the date of personal delivery, the date set forth in the records of
the delivery service or on the return receipt, and (iv) addressed as follows::
If to Licensee: Mr. Raymond A. Yorke
Offshore Broadcasting Corp.
449 Barlow's Landing Road
Pocassett, Massachusetts 02559
If to Contractor: Mr. Lowell W. Paxson
Paxson Communications of Providence-69, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
If to the Company: Mr. Raymond A. Yorke
Offshore Broadcasting Corp.
449 Barlow's Landing Road
Pocassett, Massachusetts 02559
-and-
Mr. Lowell W. Paxson
Paxson Communications of Providence-69, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
or to any such other or additional persons and addresses as the parties may
from time to time designate in a writing delivered in accordance with this
Section 12.D.
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E. No action or failure to act by Licensee, Contractor or
the Company shall constitute a waiver of any right or duty afforded any of them
under this Agreement, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be
specifically agreed in writing.
F. If the Contract Documents, laws, ordinances, rules,
regulations or orders or any public authority having jurisdiction require any
portion of the Work to be inspected, tested or approved, Contractor shall give
Licensee timely notice of its readiness so Licensee may observe such
inspection, testing or approval.
G. Licensee's and Contractor's respective obligations
hereunder are unique and valuable and not readily subject to compensation by
money damages alone. Accordingly, in the event either party should breach its
obligations under this Agreement, the other party shall be entitled to an order
directing specific performance from a court of competent jurisdiction, in
addition to all other remedies at law or in equity.
H. This Agreement and the Exhibits hereto represent the
entire understanding and agreement among Contractor, Licensee and the Company
with respect to the subject matter of this Agreement. This Agreement
supersedes all prior negotiations between the parties and cannot be amended,
supplemented, or changed except by an agreement in writing that makes specific
reference to this Agreement and that is signed by the party against which
enforcement of any such amendment, supplement, or modification is sought.
SECTION 13. COUNTERPARTS. This Agreement may be signed in any
number of counterparts with the same effect as if the signatures on all
counterparts were upon the same instrument.
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IN WITNESS WHEREOF, Licensee, Contractor and the Company have executed
this Construction Agreement as of the date first above written.
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
By: /s/ Lowell W. Paxson
--------------------------------------
Name: Lowell W. Paxson
Title: Chairman
OFFSHORE BROADCASTING CORPORATION
By: /s/ Raymond A. Yorke
--------------------------------------
Raymond A. Yorke
President
OCEAN STATE TELEVISION, L.L.C.
By: /s/ Raymond A. Yorke
--------------------------------------
Raymond A. Yorke
Representative
By: /s/ Lowell W. Paxson
--------------------------------------
Lowell W. Paxson
Representative
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 8/13/96 | | | | | | | None on these Dates |
| For Period End: | | 6/30/96 |
| | 3/18/96 | | 1 |
| List all Filings |
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