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EXHIBIT 10.78
Amendment No. 1, dated October 15, 1996, to the Asset Purchase Agreement, dated
as of April 8, 1996, between Xxxxxxx Broadcasting Company and Commodore Media Of
Kentucky, Inc.
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AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 to the ASSET PURCHASE AGREEMENT, dated as of
October 15, 1996, is by and between XXXXXXX BROADCASTING COMPANY, a South
Carolina corporation ("Xxxxxxx"), and COMMODORE MEDIA OF KENTUCKY, INC., a
Delaware corporation ("Buyer").
P R E M I S E S:
X. Xxxxxxx and Buyer are parties to an Asset Purchase Agreement, dated
as of April 8, 1996 (the "Purchase Agreement") pursuant to which Buyer has
agreed to purchase the operating assets of radio stations WHRD (AM), Huntington,
West Virginia, ("WHRD"); WFXN (FM), Xxxxxx, West Xxxxxxxx ("WFXN") and WMLV
(FM), Ironton, Ohio ("WMLV").
X. Xxxxxxx and Buyer have agreed that Xxxxxxx will not sell WHRD to
Buyer and that Buyer will not purchase WHRD from Xxxxxxx on the Closing Date and
that the assets relating to the operation of WHRD shall be excluded from the
transaction contemplated by the Purchase Agreement.
A G R E E M E N T S:
In consideration of the above premises and the covenants and agreements
contained herein, Buyer and Seller agree as follows:
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Section 1. Exclusion of WHRD. Xxxxxxx and Buyer agree that all
references to WHRD contained in the Purchase Agreement shall be deleted
therefrom and that the defined term "Stations" in the recitals thereto shall be
amended to delete WHRD and shall only include radio stations WFXN and WMLV.
Section 2. Purchase Price. Xxxxxxx and Buyer agree that notwithstanding
the exclusion of WHRD from the Purchase Agreement, the Purchase Price for the
Assets shall remain Five Hundred Thirty- Five Thousand Dollars ($535,000), which
shall be payable to Xxxxxxx at the closing on the sale of WFXN to Buyer and
delivered to Xxxxxxx in accordance with the terms of the Purchase Agreement.
Section 3. Defined Terms. Any capitalized terms not otherwise defined
herein shall have the meaning ascribed to it in the Purchase Agreement.
Section 4. Effect. Except as specifically modified by this Amendment
No. 1, all other terms and conditions of the Purchase Agreement shall remain in
full force and effect.
Section 5. Counterparts. This Amendment No. 1 may be signed in any
number of counterparts with the same effect as if the signature on each such
counterpart were upon the same instrument.
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This Amendment has been executed by Buyer and Xxxxxxx as of the date
first above written.
XXXXXXX BROADCASTING COMPANY
By: /s/ W. Xxx Xxxxxxx
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W. Xxx Xxxxxxx
President
COMMODORE MEDIA OF KENTUCKY, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President
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