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EXHIBIT 10.63
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of September 29,
1997, is made by and among Spanish Broadcasting System, Inc. (New Jersey), a New
Jersey corporation ("SBS-NJ"), Spanish Broadcasting System of California, Inc.,
a California corporation ("SBS-CA"), Spanish Broadcasting System of Florida,
Inc., a Florida corporation ("SBS-FL")(hereinafter collectively referred to as
"Seller"), Spanish Broadcasting Systems, Inc., a Delaware corporation
("Parent"), and One-on-One Sports, Inc., a Delaware corporation ("Buyer").
R E C I T A L S:
A. Seller, Parent and Buyer are party to that certain Asset Purchase
Agreement dated as of July 2, 1997 (the "Agreement"). Each term used but not
otherwise defined herein shall have the meaning ascribed to such term by the
Agreement.
B. The parties wish to hereby amend the Agreement in certain respects
and provide for an expedited closing of the Agreement with respect to Station
WXLX and Station WCMQ.
NOW, THEREFORE, in consideration of the mutual execution hereof and
covenants herein contained, the parties agree as follows:
The Agreement is hereby amended as follows:
1. Section 4(d) of the Agreement is amended in its
entirety to read as follows:
(d) Closing. The date of the closing of the
transactions contemplated by this Agreement (the "Closing")
and the time thereof (the "Closing Date") shall be as follows:
(i) the Partial Purchase with respect to Station WXLX and
Station WCMQ shall take place at 10:00 A.M. on the later of
September 29, 1997 and the seventh business day after receipt
by the parties of an order of the FCC that grants consent to
the assignment of the Licenses relating to Station WXLX and
Station WCMQ with no material condition adverse to Buyer
(without respect to whether such order otherwise qualifies as
a "Final Order" as defined in Section 4(a)), subject to
fulfillment or waiver of all applicable conditions precedent;
and (ii) any other
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Closing or Partial Purchase shall take place at 10:00 A.M. on
the fifth business day after the FCC consent with respect
thereto shall have become a Final Order, subject to
fulfillment or waiver of all applicable conditions precedent.
The Closing shall take place at the offices of Buyer's counsel
in New York, New York or at such other place as may be
mutually agreed to by the parties to this Agreement.
2. Section 16 of the Agreement is hereby amended in its
entirety to read as follows:
Section 16. Partial Purchases. (a) Notwithstanding
anything contained herein to the contrary, if at any time the
conditions to closing set forth in Section 4 have been
satisfied with respect to the Licenses relating to Station
WXLX and Station KXMG but not with respect to the Licenses
relating to Station WCMQ, Buyer shall proceed with the
purchase, and Seller shall proceed with the sale (a "Partial
Purchase"), of the Stations' Assets relating to Station WXLX
and Station KXMG and reduce the purchase price payable
hereunder by Eight Million Dollars ($8,000,000). In such
event, (i) the closing conditions and closing obligations
applicable for such Partial Purchase shall be deemed modified
to exclude those solely applicable to Station WCMQ or the
Stations' Assets with respect thereto, (ii) upon the closing
of the Partial Purchase, the Xxxxxxx Money shall be released
in full to Buyer, or at Buyer's direction, in accordance with
Section 2(b) and (iii) the parties shall remain obligated to
consummate the sale of the Stations' Assets with respect to
Station WCMQ at a price of Eight Million Dollars ($8,000,000)
upon, but only upon, the satisfaction of the closing
conditions otherwise applicable thereto, subject to the
earlier termination of such obligations in accordance with
Section 15.
(b) Notwithstanding anything contained herein to the
contrary, if at anytime the conditions to closing set forth in
Section 4 have been satisfied with respect to the Licenses
relating to Station WXLX and Station WCMQ, but not with
respect to the Licenses relating to Station KXMG, Buyer shall
proceed with the purchase, and Seller shall proceed with the
sale (also a "Partial Purchase"), of the Stations' Assets
relating to Station WXLX and Station WCMQ and reduce the
purchase price payable hereunder by Eighteen Million Dollars
($18,000,000). In such event, (i) the closing conditions and
closing obligations applicable for such Partial Purchase shall
be deemed modified to exclude those solely applicable to
Station KXMG or the Stations' Assets with respect thereto,
(ii) upon the closing of the Partial Purchase, the Xxxxxxx
Money shall be released in full to Buyer, or at Buyer's
direction, in accordance with Section 2(b) and (c) the parties
shall remain obligated to consummate the sale of the Stations'
Assets with respect to Station KXMG at a price of Eighteen
Million Dollars ($18,000,000) upon, but only upon, the
satisfaction of the closing conditions otherwise applicable
thereto (and also subject to the execution by the parties of a
mutually satisfactory unwind agreement), subject to the
earlier termination of such obligations in accordance with
Section 15.
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(c) In the event of a Partial Purchase, references
herein to "Closing" or "Closing Date" shall refer to the
"Closing" or "Closing Date" of the Partial Purchase of the
relevant Station(s).
3. Section 20(a) of the Agreement is hereby amended by
inserting the word "applicable" after the word "the" in the first line of such
Section and inserting the words "with respect to which a Closing has taken
place" after the word "Stations" in the fourth line of such Section.
4. The parties are contemporaneously herewith entering into
(i) the local marketing agreement contemplated by Section 7(k) of the Agreement
with respect to Station KXMQ, (ii) local marketing agreements with respect to
Station WCMQ and (iii) a lease agreement with respect to the Los Angeles,
California tower site. The execution and delivery of the agreements referred to
in clauses (i) through (iii) above shall be a condition to the effectiveness of
Sections 1, 2 and 3 hereof.
5. Except as expressly hereby amended or waived hereby, the
Agreement is hereby in all respects reaffirmed and ratified by the parties
hereto and shall remain in full force and effect.
6. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York. This Amendment may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. This
Amendment constitutes the entire agreement of the parties with respect to the
subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed through their duly authorized officers on the day and
year first above written.
SPANISH BROADCASTING SYSTEM, INC.
(NEW JERSEY)
By:_______________________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM
OF CALIFORNIA, INC.
By:_______________________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM
OF FLORIDA, INC.
By:_______________________________________
Name:
Title:
SPANISH BROADCASTING SYSTEMS, INC.
By:_______________________________________
Name:
Title:
ONE-ON-ONE SPORTS, INC.
By:______________________________________
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: President
