1
EXHIBIT 10.147.2
AMENDMENT TO
ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement ("Amendment") is entered
into as of the 16th day of December, 1996 by and among XXXXXXX BROADCASTING OF
HARTFORD, L.L.C., a Delaware limited liability company (the "Buyer"); XXXXXX
COMMUNICATIONS OF NEW LONDON-26, INC., a Florida corporation ("PC-26"), XXXXXX
NEW LONDON LICENSE, INC., a Florida corporation ("PC-License") ("PC-26 and
PC-License are collectively referred to herein as "Seller").
W I T N E S S E T H:
WHEREAS, Buyer and Seller are parties to that certain Asset Purchase
Agreement dated as of July 1, 1996 (the "Purchase Agreement");
WHEREAS, in order to address certain concerns raised by the FCC, the
parties wish to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged. The
parties hereto agree as follows:
1. Amendment. The Purchase Agreement is hereby amended as
follows:
(a) Section 2.3(a) of the Purchase Agreement is deleted and the
following new Section 2.3(a) is substituted therefor:
2.3 Purchase Price.
(a) Purchase Price. The Purchase Price for the Assets shall be
Fifteen Million Dollars ($15,000,000) (the "Purchase Price").
(b) Section 2.4 of the Purchase Agreement is deleted and the
following new Section 2.4 is substituted therefor:
2.4 Payment of Purchase Price. The Purchase Price shall
be paid by Buyer to Seller as follows: At the
Closing, Buyer shall pay to Seller a Promissory Note
in the sum of Fifteen Million Dollars ($15,000,000),
adjusted as provided above in the form of Schedule
2.4(a) hereof, which shall be secured by a Security
Agreement and Pledge Agreement in the form
respectively of Schedules 2.4(b) and 2.4(c) hereof.
2
(c) Section 6.9 of the Purchase Agreement is deleted and the
following new Section 6.9 is substituted therefor:
6.9 Sale of Station. Buyer agrees that during the two
(2) years following the Closing, if a company
controlled by a qualified minority group (as defined
in Section 309(i) of the Communications Act) makes an
offer to purchase the Station, Buyer shall enter into
an Asset Purchase Agreement with this minority group
entity providing for the sale of the Station for a
purchase price of at least Fifteen Million Two
Hundred Thousand Dollars ($15,200,000), provided that
the holder of the Promissory Note agrees to the
assignment of the Promissory Note by Buyer to the
minority group entity purchasing the Station.
(d) Sections 8.2(h) and 8.3(f) of the Purchase Agreement are
deleted.
2. Miscellaneous.
(a.) Other Provisions. Except where inconsistent
with the express terms of this Amendment, all provisions of the Purchase
Agreement as originally entered into shall remain in full force and effect.
(b.) Governing Law. This Amendment shall be governed,
construed, and enforced in accordance with the laws of the State of Delaware
(without regard to the choice of law provisions thereof).
(c.) Rules of Construction. The rules of construction set
forth in the Purchase Agreement shall apply to this Amendment.
(d.) Successors and Assigns. This Amendment shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.
(e.) 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 Amendment.
- 2 -
3
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Asset Purchase Agreement the day and year first above written.
XXXXXXX BROADCASTING OF HARTFORD, L.L.C.
By:
----------------------------------
Name:
Title:
XXXXXX NEW LONDON LICENSE, INC.
By:
----------------------------------
Name:
Title:
XXXXXX COMMUNICATIONS OF NEW LONDON-26,
INC.
By:
-----------------------------------
Name:
Title:
- 3 -
