EXHIBIT 10.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
-------------------------------------
This Amendment has been made and entered into this 28th day of March,
1997 by and between Alta California Broadcasting, Inc., a California
corporation ("Seller") and Pacific FM, Inc., a California corporation
("Buyer").
WHEREAS, on March 12, 1996 Seller and Buyer entered into an Asset
Purchase Agreement ("the Agreement") with respect to the 1947 backup
transmitter and broadcast tower system used in the operation of station
KNSN(AM), Chico, California; and
WHEREAS, the parties desire to waive certain contingencies and to adjust
the purchase price, so as to consummate the Agreement as of March 31, 1997.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Agreement, the parties, intending to be legally
bound, agree as follows:
1. Notwithstanding Section 4.1(a) of the Agreement, Section 7.1 of the
Agreement is amended to specify that the initial Closing Date shall be March
31, 1997.
2. The rights of termination set forth in Section 11 of the Agreement
are waived.
3. Paragraph 3 of the Agreement is replaced in its entirety with the
following:
The total consideration for the Purchased Assets will depend upon
the date when such payment is to be made. The parties recognize
that the Seller had expected full payment of Six Hundred Thirty
Three Thousand Dollars ($633,000.00) at the time title to the
Purchased Assets was conveyed to Buyer, and that additional
consideration is warranted to compensate Seller both for the delay
in receiving the funds it had expected and for the increased risk
which it will have to incur in obtaining full payment in the future.
Accordingly, the Purchase Price will be paid as follows:
(a) Buyer will pay to Seller Ten Thousand Dollars ($10,000.00)
on March 31, 1997.
(b) The remainder of the Purchase Price may be paid on or
before April 30, 1997 in the amount of Six Hundred Thirty Three
Thousand Dollars ($633,000.00).
(c) If the remainder of the Purchase Price has not been paid
in full on or before April 30, 1997, then on April 30, 1997 Buyer
will pay to Seller an additional Ten Thousand Dollars ($10,000.00)
and may pay the remainder of the Purchase Price in the amount of Six
Hundred Fifty Thousand Dollars ($650,000.00) on or before May 31,
1997.
(d) If the remainder of the Purchase Price is not paid by May
31, 1997, then on May 31, 1997 Buyer will pay to Seller an
additional Ten Thousand Dollars ($10,000.00) and may pay the
remainder of the Purchase Price in the amount of Six Hundred Fifty
Thousand Dollars ($650,000.00) on or before June 30, 1997.
(e) If the remainder of the Purchase Price is not paid by June
30, 1997, then on June 30, 1997 Buyer will pay to Seller an
additional Ten Thousand Dollars ($10,000.00) and may pay the
remainder of the Purchase Price in the amount of Six Hundred Fifty
Thousand Dollars ($650,000.00) on or before July 31, 1997.
(f) If the remainder of the Purchase Price is not paid by July
31, 1997, then on July 31, 1997 Buyer will pay to Seller an
additional Ten Thousand Dollars ($10,000.00) and may pay the
remainder of the Purchase Price in the amount of Six Hundred Fifty
Thousand Dollars ($650,000.00) on or before August 31, 1997.
(g) The entire remainder of the Purchase Price will be paid by
Buyer to Seller on August 31, 1997. Should the remainder of the
Purchase Price not be paid by August 31, 1997, Buyer will pay to
Seller Six Hundred Fifty Thousand Dollar ($650,000.00) plus an
additional Fifteen Thousand Dollars ($15,000.00) (or such lesser
amount as represents the maximum permitted by law) for every month
or fraction of a month between August 31, 1997 and the date upon
which the full payment then owing is actually received by Seller.
4. In all other respects, the Asset Purchase Agreement remains unamended
and in full force and effect.
5. This Agreement may be signed in counterparts with the same effect as
if the signature on each such counterpart were on the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
ALTA CALIFORNIA BROADCASTING, INC.
By: ----------------------------------
Xxxx X. Power, President
PACIFIC FM, INC.
By: ----------------------------------
Xxxxx Xxxxxxx, President
