FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
This First Amendment to Asset Exchange Agreement (this "AMENDMENT"),
dated as of May 14, 1999, by and among Glendale Broadcasting, Inc., an Arizona
corporation ("GLENDALE INC."), KLNZ License Company, LLC, a Delaware limited
liability company ("KLNZ LLC") and Heftel Broadcasting Corporation, a Delaware
corporation ("HEFTEL").
WITNESSETH:
WHEREAS, Glendale, KLNZ LLC and Heftel have executed an Asset Exchange
Agreement, dated April 14, 1999 (the "AGREEMENT"), pursuant to which, the
parties have agreed to exchange the Transferred Assets associated with the
Stations, pursuant to the terms therein; and
WHEREAS, performance by Glendale and KLNZ LLC of their obligations
under the Agreement have been guaranteed by their corporate parent, Z-Spanish
Media Corporation, a Delaware corporation ("GUARANTOR") pursuant to a Guaranty
Agreement ("GUARANTY") with Heftel executed contemporaeously with the Agreement
on April 14, 1999; and
WHEREAS, in order to comply with certain requirements under a Credit
Agreement between Glendale, Azle Broadcasting, Inc., the Lenders parties
thereto, City National Bank and Union Bank of California, N.A., as Managing
Agent and City National Bank, as Administrative Agent, dated as of February 3,
1999, as amended by the First Amendment to Credit Agreement dated March 12, 1999
("CREDIT AGREEMENT"), KLNZ LLC may not be a party to the Agreement and the
parties have agreed to amend the Agreement in order to comport with the
requirements of the Credit Agreement, without affecting the ability or desire of
the parties to consummate the Agreement.
NOW, THEREFORE, in consideration of the premises and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. The Agreement is hereby amended to remove KLNZ LLC as a signatory
and party to the Agreement and KLNZ LLC shall be relieved of all rights,
obligations and liabilities under the Agreement.
2. Any and all representations, warranties and covenants in the
Agreement as to the Z Spanish Transferred Assets and the organization,
qualification and due authorization of KLNZ LLC shall remain, however, said
representations, warranties and covenants shall be made by Guarantor in lieu of
KLNZ LLC, and, where necessary, Guarantor shall cause KLNZ LLC to perform any
obligations under the Agreement to effectuate and consummate the transactions
contemplated therein. This Amendment shall not be construed to alter the pending
FCC Assignment Applications for the exchange of the Governmental Licenses or the
intent of the parties to have KLNZ LLC be the assignor of the Z-Spanish
Governmental Licenses and to have
KLNZ LLC be the assignee of the Heftel Governmental Licenses.
3. The Agreement and the Guaranty is and shall continue to be in full
force and effect, except as otherwise provided in this Amendment and except that
all references in the Agreement to "this Agreement" or words of like import
referring to the Agreement shall mean the Agreement as amended by this
Amendment.
4. Any and all defined terms which are not explicitly defined herein
shall have the meaning ascribed to them in the Agreement.
5. This Amendment may be signed in counterpart originals, which
collectively shall have the same legal effect as if all signatures had appeared
on the same physical document. This Amendment may be signed and exchanged by
facsimile transmission, with the same legal effect as if the signatures had
appeared in original handwriting on the same physical document.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed as of the date first above written.
Z-SPANISH MEDIA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
GLENDALE BROADCASTING, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
KLNZ LICENSE COMPANY, LLC
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
HEFTEL BROADCASTING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Sr. Vice President & CFO
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