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
EXHIBIT 10.109
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OPTION AGREEMENT
BY AND BETWEEN
PAXSON COMMUNICATIONS OF
MINNEAPOLIS-41, INC.
AND
KX ACQUISITION, L.P.
FOR
TELEVISION STATION KXLI(TV),
ST. CLOUD, MINNESOTA
MAY 30, 1996
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OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Option Agreement") is entered into as of May
30, 1996 by and between PAXSON COMMUNICATIONS OF MINNEAPOLIS - 41, INC., a
Florida corporation ("Paxson"), and KX ACQUISITION, L.P., a Minnesota limited
partnership ("Grantor").
R E C I T A L S
A. Grantor owns or leases all of the assets (the "Assets") that are used
or useful in the business and operations of Television Station KXLI(TV),
Channel 41, St. Cloud, Minnesota (the "Station"), and holds as part of the
Assets the licenses issued by the Federal Communications Commission ("FCC") for
the Station (the "FCC Licenses").
B. Grantor desires to grant to Paxson an exclusive and irrevocable option
to purchase the Assets, including the FCC Licenses, on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Grant of Option. In consideration for Three Hundred Fifty
Thousand Dollars ($350,000) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants
to Paxson an exclusive and irrevocable option to acquire the Assets, including
the FCC Licenses (the "Option") for a purchase price of Twelve Million Dollars
($12,000,000) payable upon the closing of the Asset Purchase Agreement (as
defined in Section 3 below).
2. Effective Date and Notice of Exercise. This Option Agreement
shall become effective upon execution by Paxson and Grantor and may be exercised
by Paxson by delivery to Grantor of written notice of Paxson's intention to
exercise the Option (the "Option Notice"); which Option Notice may be given by
Paxson at any time prior to October 1, 1996, the latter being the "Termination
Date".
3. Asset Purchase Agreement. Within five (5) business days following
Grantor's receipt of the Option Notice, Grantor and Paxson shall enter into the
Asset Purchase Agreement in the form of Schedule A hereto (the "Asset Purchase
Agreement"), it being understood that the only changes to such form shall be
immaterial corrections and changes, if any, in the information contained in the
Schedules thereto and the addition of Schedules not attached to the Asset
Purchase Agreement at the execution of this Option Agreement to the
extent such changes and information or the addition of Schedules is reasonably
required to reflect events occurring after the date hereof; provided, however,
Paxson shall not be required to enter into the Asset Purchase Agreement if the
changes to the Schedules or the addition of Schedules represent a material
adverse change from the Asset Purchase Agreement and Schedules attached hereto.
In the event Paxson concludes such changes or such additional Schedules
represent a material adverse change, Paxson shall notify Grantor in writing
that the changes or additions to the Asset Purchase Agreement attached hereto
are unacceptable whereupon this Option Agreement shall terminate and be of no
further force and effect. In the absence of such written notice by Paxson to
Grantor, the parties shall enter into the Asset Purchase Agreement and
thereafter Grantor and Paxson shall perform their respective obligations under
the Asset Purchase Agreement, including, without limitation, filing and
prosecuting an appropriate application for FCC consent to the assignment of the
FCC Licenses from Grantor to Paxson (the "FCC Consent").
4. Survival of Option. In the event that the transactions
contemplated by this Option Agreement are not consummated for any reason
whatsoever, the Option shall nevertheless remain exercisable by Paxson until the
Termination Date, and, upon such exercise, Paxson and Grantor shall enter into
an Asset Purchase Agreement that is substantially identical to the Asset
Purchase Agreement and thereafter diligently proceed to perform their
obligations thereunder.
5. Control of the Station. Prior to the closing of the transactions
contemplated by the Asset Purchase Agreement, Paxson shall not, directly or
indirectly, control, supervise, direct, or attempt to control, supervise, or
direct, the operations of the Station; such operations, including complete
control and supervision of all of the Station programs, employees, and policies,
shall be the sole responsibility of Grantor until the closing of the
transactions contemplated by the Asset Purchase Agreement.
6. Representations and Warranties of Grantor. Grantor represents and
warrants to Paxson as follows:
(a) Grantor is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Minnesota. Grantor
has full power and authority to execute and deliver this Option Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Option Agreement and the consummation of the transactions contemplated
hereby by Grantor have been duly and validly authorized by all necessary
partnership action on the part of Grantor. This Option Agreement has been duly
and validly executed and delivered by Grantor and constitutes a legal, valid and
binding agreement of Grantor enforceable against Grantor in accordance with its
terms, except as such enforceability may be affected by bankruptcy, insolvency
or similar
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laws affecting creditors' rights generally and by judicial discretion in the
enforcement of equitable remedies.
(b) Except for the FCC Consent, there is no requirement
applicable to Grantor to obtain any permit, authorization, consent or approval
of, any governmental or regulatory authority or any other third party as a
condition to the consummation by Grantor of the transactions contemplated by
this Option Agreement and the Asset Purchase Agreement, and Grantor is required
to make no filing with the FCC except for filing this Option Agreement, the
Asset Purchase Agreement, and the application for the FCC Consent.
(c) Subject to obtaining the FCC Consent, and the consent of
Grantor's secured lender Richfield Bank and Trust Co., the execution, delivery
and performance of this Option Agreement and the Option Purchase Agreement by
Grantor will not (i) conflict with Grantor's organizational documents, (ii)
result in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, agreement, or lease to which Grantor is a party or by which any
of the FCC Licenses or the other Assets are bound, or (iii) violate any statute,
law, rule, regulation, order, writ, injunction or decree applicable to Grantor,
the FCC Licenses or the other Assets.
(d) Grantor and each of Grantor's constituent members (1) is an
"accredited investor," as that term is defined in Rule 501(a) of Regulation D,
promulgated under the Securities Act, or (2) has such knowledge and experience
in financial and business matters that he or she is capable of evaluating the
merits and risks of an investment in the Subordinated Note and the other
transactions contemplated by this Agreement.
7. Representations and Warranties of Paxson. Paxson represents and
warrants to Grantor as follows:
(a) Paxson has full corporate power and authority to execute
and deliver this Option Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Option Agreement and the
consummation of the transactions contemplated hereby by Paxson have been duly
and validly authorized by all necessary corporate action on the part of Paxson.
This Option Agreement has been duly and validly executed and delivered by Paxson
and constitutes a legal, valid and binding agreement of Paxson enforceable
against Paxson in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and by judicial discretion in the enforcement of equitable remedies.
-3-
(b) Except for the FCC Consent, there is no requirement
applicable to Paxson to obtain any permit, authorization, consent or approval
of, any governmental or regulatory authority or any other third party as a
condition to the consummation by Paxson of the transactions contemplated by this
Option Agreement and the Asset Purchase Agreement, and, Paxson is required to
make no filing with the FCC except for filing the application for the FCC
Consent and notice of consummation of the assignment of license when that takes
place.
(c) Subject to obtaining the FCC Consent, the execution,
delivery and performance of this Option Agreement and the Option Purchase
Agreement by Paxson will not (i) conflict with Paxson's organizational
documents, (ii) result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, agreement, or lease to which Paxson is a party or
by which any of its assets are bound, or (iii) violate any statute, law, rule,
regulation, order, writ, injunction or decree applicable to Paxson.
8. So long as this Option Agreement is in force, Grantor will not (i)
commit any act that is inconsistent with the grant of the Option to Paxson or
the transactions contemplated by this Option Agreement and the Asset Purchase
Agreement or (ii) violate any of the covenants, by any act or failure to act,
set forth in Section 5 of the Asset Purchase Agreement.
9. Further Representations and Acknowledgements of Grantor. Pursuant
to Section 2.4 of the Asset Purchase Agreement, Buyer has the option to pay a
portion of the Purchase Price by assigning all or a portion of Buyer's right,
title and interest in and to the Subordinated Note (as attached to the Asset
Purchase Agreement as Schedule 2.4) and any equity securities (or right to
receive the same) of the issuer of the Subordinated Note issued to the holder
thereof upon the exercise of the conversion right with respect to all or part of
the principal amount of the Subordinated Notes contained in the Subordinated
Note, as adjusted under the terms of the Security Holders Agreement, together
with a ratable interest in any other claims or other amounts payable to the
holder of the Subordinated Note under the terms thereof (collectively, the
"Assigned Rights"). Such Assigned Rights shall be subject to the conditions as
set forth in Schedule 2.4 of the Asset Purchase Agreement.
10. Cooperation. Grantor and Paxson shall cooperate fully with each
other and their respective counsel and accountants in connection with any steps
required to be taken as part of their respective obligations under this Option
Agreement and the Asset Purchase Agreement and will each use their respective
best efforts to perform or fulfill all conditions and obligations to be
performed or fulfilled by them under this Option Agreement and the
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Asset Purchase Agreement so that the transactions contemplated hereby shall be
consummated.
11. Specific Performance. The parties recognize that if Grantor
breaches this Option Agreement and refuses to perform under the provisions of
this Option Agreement, monetary damages alone would not be adequate to
compensate Paxson for its injury. Paxson shall therefore be entitled, in
addition to any other remedies that may be available, including money damages,
to obtain specific performance of the terms of this Option Agreement. If any
action is brought by Paxson to enforce this Option Agreement, Grantor shall
waive the defense that there is an adequate remedy at law.
12. Notices. All notices, demands, and requests required or permitted
to be given under the provisions of this Option Agreement shall be (a) in
writing, (b) delivered by personal delivery, or sent by commercial delivery
service or registered or certified mail, return receipt requested, (c) deemed to
have been given on the date of personal delivery or the date set forth in the
records of the delivery service or on the return receipt, and (d) addressed as
follows:
If to Grantor:
KX Acquisition, L.P.
1197 Kenilworth Drive
Woodbury, MN 55125
Attention: Ronald R. Jensen
and
Mr. Dale W. Lang
c/o Lang Communications
230 Park Avenue, Seventh Floor
New York, NY 10169
With a copy to:
Richard A. Primuth, Esq.
Lindquist & Vennum
4200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
If to Paxson:
Paxson Communications of Minneapolis-41, Inc.
601 Clearwater Park North
W. Palm Beach, FL 33401
Attention: Mr. Lowell W. Paxson
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With a copy to:
Anthony Morrison, Esq.
601 Clearwater Park North
W. Palm Beach, FL 33401
and
John R. Feore, Jr., Esq.
Dow, Lohnes & Albertson
Suite 800
1200 New Hampshire Ave., N.W.
Washington, D.C. 20036
or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 11.
13. Entire Agreement; Amendment. This Option Agreement and the Asset
Purchase Agreement supersede all prior agreements and understandings of the
parties, oral and written, with respect to its subject matter. This Option
Agreement and the Asset Purchase Agreement may be modified only by an agreement
in writing executed by all of the parties hereto. No waiver of compliance with
any provision of this Option Agreement or the Asset Purchase Agreement will be
effective unless evidenced by an instrument evidenced in writing and signed by
the parties hereto.
14. Further Assurances. From time to time after the date of execution
hereof, the parties shall take such further action and execute such further
documents, assurances and certificates as either party reasonably may request of
the other to effectuate the purposes of this Option Agreement.
15. Counterparts. This Option Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and shall become
effective when each of the parties hereto shall have delivered to it this Option
Agreement duly executed by the other parties hereto.
16. Headings. The headings in this Option Agreement are for the sole
purpose of convenience of reference and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Option
Agreement.
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17. Governing Law. This Option Agreement shall be construed under and
in accordance with the laws of the State of Minnesota without giving effect to
the principles of conflicts of law.
18. Benefit and Binding Effect; Assignability. This Option Agreement
shall inure to the benefit of and be binding upon Grantor, Paxson and their
respective successors and permitted assigns. No party hereto may assign this
Option Agreement without the prior written consent of the other parties hereto,
except that Paxson at any time prior to the consummation of the transactions
contemplated by this Option Agreement may assign its rights and obligations
under this Option Agreement without Grantor's consent to (a) any entity
controlled by or under common control with Paxson or (b) any other entity
designated by Paxson, which is reasonably acceptable to Grantor based upon its
financial capacity to consummate the transactions contemplated by this Option
Agreement and the Asset Purchase Agreement and its legal qualifications to
acquire the FCC licenses. Upon any permitted assignment by a party in
accordance with this Section 17, all references to "Paxson" herein shall be
deemed to be references to Paxson's assignee and all references to "Grantor"
herein shall be deemed to be references to Grantor's assignee, as the case may
be. Notwithstanding the foregoing, Paxson may assign its rights, benefits,
duties or obligations hereunder to its lenders as collateral security for the
obligations of Paxson to such lenders.
19. Confidentiality. Except as necessary for the consummation of the
transaction contemplated by this Option Agreement, and except as and to the
extent required by law, each party will keep confidential any information
obtained from the other party in connection with the transactions contemplated
by this Option Agreement. If this Option Agreement is terminated, each party
will return to the other party all information obtained by the such party from
the other party in connection with the transactions contemplated by this Option
Agreement.
20. Press Release. No party shall publish any press release, make any
other public announcement or otherwise communicate with any news media
concerning this Option Agreement or the transactions contemplated hereby without
the prior written consent of the other party.
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IN WITNESS WHEREOF the parties hereto have executed this Option Agreement
as of the date first above written.
PAXSON COMMUNICATIONS OF
MINNEAPOLIS-41, INC.
By: /s/ Antohony L. Morrison
--------------------------------
Name: Anthony L. Morrison
Title: Vice President
KX ACQUISITION, L.P.
By KXLI Acquisition Corp.,
its general partner
By: /s/ Ronald R. Jensen
--------------------------------
Name: Ronald R. Jensen
Title: Executive Vice President
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 10/1/96 | | 2 | | | | | 424B1 |
Filed on: | | 8/13/96 |
For Period End: | | 6/30/96 |
| | 5/30/96 | | 1 | | 2 |
| List all Filings |
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