EXHIBIT 10.06.04.02
FIRST AMENDMENT
TO THE
ASSET PURCHASE AGREEMENT
WHK-AM - CLEVELAND, OHIO
This amendment ("Amendment") is dated as of this 23rd day of July, 1996 by and
between OmniAmerica Group ("Omni Group") and WHK License Partnership ("WHK LP")
(Omni Group and WHK LP shall be collectively be referred to herein as "Seller")
and Inspiration Media of Ohio, Inc. ("Buyer").
WHEREAS, pursuant to an Asset Purchase Agreement ("WHK Agreement") dated April
23, 1996, by and between Seller and Buyer, Buyer obtained the right to purchase
and acquire certain assets relating to radio station WHK-AM ("WHK"), Cleveland,
Ohio;
WHEREAS Buyer is a wholly owned subsidiary of Salem Communications Corporation
("Salem");
WHEREAS Common Ground Broadcasting, Inc., an Oregon corporation and wholly owned
subsidiary of Salem, is selling certain assets relating to radio station KDBX-FM
("KDBX"), Banks, Oregon;
WHEREAS Salem elects to exchange ("the Exchange") the assets of WHK, for purpose
of a tax-deferred exchange pursuant to IRC (S) 1031, with the assets of KDBX;
and,
WHEREAS, in order to effectuate the Exchange, it is necessary that the purchaser
named in the WHK Agreement be changed from "Inspiration Media of Ohio, Inc." to
"Common Ground Broadcasting, Inc."
NOW THEREFORE, Seller and Buyer agree as follows:
1. Any and all references to "Inspiration Media of Ohio, Inc." in the WHK
Agreement shall be replaced by "Common Ground Broadcasting, Inc."
2. Except as expressly provided herein, the terms and conditions of the
Agreement shall remain in full force and effect and unamended. In the event of a
conflict between this Amendment and the terms of the Agreement, the terms of
this Amendment shall control.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written.
"SELLER" "BUYER"
OMNIAMERICA COMMUNICATIONS, INC. INSPIRATION MEDIA OF OHIO, INC.
By: By: /s/ Xxxx X. Xxxxxxxxx
------------------------ ------------------------
Xxxx Xxxxxx Xxxx X. Xxxxxxxxx
Chief Executive Officer Executive Vice President
WHK LICENSE PARTNERSHIP
By:
------------------------
Xxxx Xxxxxx
Chief Executive Officer
39
