EXHIBIT 10.3
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment dated as of April 15, 2004, ("Amendment") to the Asset
Purchase Agreement dated as of October 2, 2003 ("Agreement"), by and among
Spanish Broadcasting System, Inc., Spanish Broadcasting System-San Francisco,
Inc., and KPTI Licensing, Inc. (collectively, "SBS Entities") and 3 Point Media
- San Francisco, LLC ("Buyer").
WITNESSETH:
WHEREAS, pursuant to the terms and conditions of the Agreement, SBS
Entities and Buyer failed to consummate the acquisition of Station KPTI-FM,
Alameda, California ("Station"); and
WHEREAS, the SBS Entities are desirous of providing a further extension
of time to Buyer for it to consummate the acquisition of Station; and
WHEREAS, the parties desire to enter into this Amendment to the
Agreement on the terms and subject to the conditions set forth herein.
1. Section 2.5 is deleted in its entirety and replaced by the
following understanding and agreements. Pursuant to the terms of Section 2.5(c)
of the Agreement, Buyer delivered to the SBS Entities a cash advance of One
Million Five Hundred Thousand Dollars ($1,500,000) ("Cash Advance"). Due to the
failure to consummate the acquisition of Station pursuant to the Agreement, the
SBS Entities have retained the Cash Advance. It is agreed that upon execution of
this Amendment Buyer shall deliver to the SBS Entities an additional Cash
Advance in the amount Five Hundred Thousand Dollars ($500,000.00) (collectively,
"Cash Advances"). Should closing occur as set forth herein, the aggregate of the
Cash Advances, to wit, Two Million Dollars ($2,000,000.00) will be credited
against the total purchase price of Thirty Million Dollars ($30,000,000.00) to
be delivered at Closing (as defined below).
2. Section 10 is deleted in its entirety and the parties hereby
agree that in the event that the Agreement, as amended herein, is not
consummated on or before September 30, 2004 ("Closing"), the Agreement, as
amended, will automatically terminate without further liability of any party to
the other, except that notwithstanding the foregoing the SBS Entities will
retain the aggregate Two Million Dollar ($2,000,000.00) Cash Advances without
recourse to Buyer, provided, however, that Five Hundred Thousand Dollars
($500,000) shall be returned to Buyer if the Agreement is not consummated on or
before September 30, 2004, due to:
(a) the mutual written consent of the SBS Entities and
Buyer;
(b) a material breach by any SBS Entity of any of its
respective covenants, agreements, representations or warranties
contained in this Agreement or if any of the representations or
warranties of any SBS Entity contained in this Agreement shall have
been inaccurate in any material respect when made, provided that Buyer
is not then in material breach of this Agreement and the SBS Entities,
as the case may be, have failed to cure such breach within thirty (30)
days after receipt of written notice from Buyer
requesting such breach to be cured, and provided that the failure to
cure such breach would result in the conditions contained in Section
8.1 not being satisfied;
(c) a final and non-appealable order, decree or ruling of
any court of competent jurisdiction in the United States or other
United States Governmental Body permanently restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated
hereby; or
(d) a Specified Event, pursuant to the provisions of
Section 11.12(b).
3. Section 8.8 is deleted in its entirety.
4. Buyer and the SBS Entities concurrent with the execution of
this Amendment will enter into the Local Marketing Agreement attached hereto as
Exhibit 1 and made a part hereof.
5. Except for the above, the Agreement remains in full force and
effect without change.
6. This Amendment may be signed in counterpart originals, which
collectively shall have the same legal effect as if all signatures had appeared
on the same physical document. This Amendment may be signed and exchanged by
facsimile transmission, with the same legal effect as if the signatures had
appeared in original handwriting on the same physical document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
SPANISH BROADCASTING SYSTEM, INC.
By: /s/ Xxxx Xxxxxxx, Xx.
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Xxxx Xxxxxxx, Xx.
President and CEO
SPANISH BROADCASTING SYSTEM-SAN
FRANCISCO, INC.
By: /s/ Xxxx Xxxxxxx, Xx.
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Xxxx Xxxxxxx, Xx.
President and CEO
KPTI LICENSING, INC.
By: /s/ Xxxx Xxxxxxx, Xx.
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Xxxx Xxxxxxx, Xx.
President and CEO
3 POINT MEDIA - SAN FRANCISCO, LLC
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Co-Manager
