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EXHIBIT 2.2
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "First Amendment")
is made and entered into as o f this 10th day of January, 1997, by and among
XXXXXX BROADCASTING OF MIAMI, LIMITED PARTNERSHIP, a Florida limited
partnership, and XXXXXX MIAMI LICENSE LIMITED PARTNERSHIP, a Florida limited
partnership (collectively, "Buyer"), and TK COMMUNICATIONS, L.C., a Florida
limited liability company ("Seller").
W I T N E S S E T H:
WHEREAS, Seller and Buyer are parties to an Asset Purchase Agreement dated
as of April 12, 1996, as amended by the letter agreement dated as of July 11,
1996, and signed on July 12, 1996 (collectively, the "Purchase Agreement"),
pursuant to which Seller has agreed to sell, and Buyer has agreed to buy,
substantially all of the assets that are used or useful in the business or
operations of Radio Stations WSRF-AM and WPLL-FM (formerly WSHE-FM), Ft.
Lauderdale, Florida; and
WHEREAS, Buyer and Seller have agreed to amend the Purchase Agreement as
set forth below.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree to amend the Purchase Agreement as set forth below.
SECTION 1. PAYMENT OF PURCHASE PRICE. The second sentence of Section 2.3(a) of
the Purchase Agreement shall be deleted in its entirety and the following
sentence shall be substituted in its place:
(a) The Purchase Price shall be payable by Buyer on the Closing Date as
follows: Buyer shall pay Seller $57,500,000 in cash on the Closing Date
(the "Purchase Price"), adjusted as set forth in Section 2.3(b), by
federal wire transfer of immediately available funds pursuant to wire
instructions which shall be delivered by Seller to Buyer at least two
business days prior to the Closing Date.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF BUYER. Section 4.5 of the Purchase
Agreement shall be deleted in its entirety.
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SECTION 3. RENEWAL FILING. Seller shall fully cooperate with Buyer and take
such actions, at Seller's expense, as Buyer may reasonably request to obtain,
as expeditiously as practicable, a replacement authorization from the FCC for
Remote Pickup Station KJM-543 (the "Station"). Notwithstanding any provision
in the Purchase Agreement to the contrary, Seller hereby agrees to indemnify
and hold Buyer harmless against and with respect to, and shall reimburse Buyer
for, any and all costs, expenses or liabilities incurred by Buyer as a result
of the expiration of the authorization for the Station.
SECTION 4. MOTOR VEHICLE TITLES. Seller hereby agrees to take such actions, at
Seller's expense, as are necessary to obtain replacement Certificates of Title
(the "Titles") from the Florida Department of Highway Safety and Motor Vehicles
for the 1991 Master Cruiser, 1988 Winnabago, and 1985 Winnabago, listed in
Schedule 3.6 of the Purchase Agreement, and will convey the Titles to Buyer as
expeditiously as practicable.
SECTION 5. MISCELLANEOUS.
5.1 Other Provisions. Except where inconsistent with the express terms of
this First Amendment, all provisions of the Purchase Agreement as originally
entered into shall remain in full force and effect. All terms defined in the
Purchase Agreement shall have the same meanings in this First Amendment.
5.2 Governing Law. This First Amendment shall be governed, construed, and
enforced in accordance with the laws of the State of Florida (without regard to
the choice of law provisions thereof).
5.3 Further Assurances. The parties shall take any actions and execute any
other documents that may be necessary or desirable to the implementation and
consummation of this First Amendment.
5.4 Counterparts. This Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Asset Purchase Agreement to be executed on their behalf as of the day and year
first above mentioned.
XXXXXX BROADCASTING OF MIAMI, TK COMMUNICATIONS, L.C.
LIMITED PARTNERSHIP
By: Xxxxxx Communications of Florida,
Inc., its General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Secretary Manager
XXXXXX MIAMI LICENSE LIMITED
PARTNERSHIP
By: Xxxxxx Communications of Florida,
Inc., its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
