EXHIBIT 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (the "Amendment") is made
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as of the 5th day of March, 2001 by and among Telemundo of Los Angeles, Inc., a
Delaware corporation ("Purchaser"), Telemundo of Los Angeles License Corp., a
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Delaware corporation ("Telemundo Licensee"), Telemundo Communications Group,
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Inc., a Delaware corporation ("Parent"), Harriscope of Los Angeles, Inc., a
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California corporation ("Harriscope"), and Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx,
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Sr. (the "Shareholders").
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WHEREAS, the parties hereto are party to an Asset Purchase Agreement dated
as of February 9, 2001 (the "Agreement"); and
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WHEREAS, the parties desire to amend the Agreement in accordance with
Section 10.1 of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
ARTICLE I - CERTAIN DEFINITIONS
Section 1.1 Definitions. The capitalized terms used in this
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Amendment and not otherwise defined herein shall have the meanings set forth in
the Agreement.
ARTICLE II - AMENDMENT OF ASSET PURCHASE AGREEMENT
Section 2.1 STA Request Definition. The definition of "STA
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Request" set forth in Section 1.115 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"Intentionally omitted."
Section 2.2 Santa Xxxxxxx LPTV. Section 5.1(g) of the
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Agreement is hereby amended and restated in its entirety to read as follows:
" Harriscope will use commercially reasonable efforts to
complete construction of the facilities authorized by Permit FCC File No. BPTTL-
19981201JA (the "Displacement Permit") no later than April 15, 2001, in full
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compliance with the terms and conditions of the Displacement Permit and FCC
rules and regulations. Purchaser shall be permitted access to the facilities
authorized by the Displacement Permit for purposes of inspecting such
facilities. To the extent that Harriscope has not completed construction of the
facilities authorized by the Displacement Permit in compliance with the terms
and conditions of the Displacement Permit and the FCC rules and regulations,
Harriscope shall be responsible for payment of any and all costs necessary to
ensure such compliance; provided, however, that Harriscope's obligation to make
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such payments, together with all other Displacement Permit Expenditures made by
Harriscope and any Capital Expenditures Adjustment relating to Displacement
Permit Expenditures as set forth in subsection (B) of Section 1.22, shall not
exceed $116,000."
Section 2.3 Disclosure Schedule. The Disclosure Schedule is
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hereby amended by removing subsection 1.h of Section 3.11 in its entirety.
Section 2.4 Exhibit A-(a). Exhibit A-(a) to the Agreement is
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hereby amended by removing paragraph 8 in its entirety.
ARTICLE III-GENERAL PROVISIONS.
Section 3.1 Effect of Amendment. Except as expressly modified
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by this Amendment, the Agreement shall continue to be and remain in full force
and effect in accordance with its terms. Any future reference to the Agreement
shall be deemed to be a reference to the Agreement as modified by this
Amendment. The parties acknowledge that all of the provisions of the Agreement,
except as expressly provided herein, shall remain in full force and effect in
accordance with their terms.
Section 3.2 Counterparts. This Amendment may be executed in
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two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same agreement.
Section 3.3 Governing Law. This Amendment shall be construed,
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interpreted and governed in accordance with the Laws of the State of California
regardless of the Laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
[signature pages follow]
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IN WITNESS WHEREOF, Purchaser, Telemundo Licensee, Parent, Harriscope
and the Shareholders have caused this Amendment to be signed by their respective
officers thereunto duly authorized, as of the date first written above.
HARRISCOPE:
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HARRISCOPE OF LOS ANGELES, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Xx.
President and Chief Executive Officer
THE SHAREHOLDERS:
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/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Xx., an individual
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, an individual
PURCHASER:
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By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
TELEMUNDO LICENSEE:
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TELEMUNDO OF LOS ANGELES LICENSE CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
PARENT:
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TELEMUNDO COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Chief Executive Officer
