EXHIBIT 10.07.02
AMENDMENT TO
TOWER PURCHASE AGREEMENT
This Amendment to the Tower Purchase Agreement ("Amendment") is made this 10th
day of November, 1997 by and between SALEM COMMUNICATIONS CORPORATION
("Seller"), and SONSINGER BROADCASTING COMPANY OF HOUSTON, LP. ("Buyer").
WHEREAS Buyer and Seller entered into that certain Tower Purchase Agreement
dated the 22nd day of August, 1997 (the "Agreement");
WHEREAS Seller and Buyer desire to modify the terms of the Agreement as set
forth herein;
WHEREAS each capitalized term not otherwise defined herein shall have the
meaning ascribed to said term by the Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained herein, Seller
and Buyer hereby agree as follows:
1. Section 2.4 of the Agreement shall be deleted in its entirety and replaced
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with the following language: "PAYMENT OF THE PURCHASE PRICE. In lieu of a cash
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payment at closing, Buyer shall execute a promissory note ("Note") for the
Purchase Price, substantially in the form of Exhibit "A" hereto."
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2. Section 5.1 of the Agreement shall be deleted in its entirety and replaced
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with the following language: "TIME. The closing (the "Closing") shall take
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place on or before December 25, 1997."
3. Section 5.2 and Section 5.3 of the Agreement shall be modified to provide
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that each party shall execute and deliver to the other the Note, substantially
in the form of Exhibit "A" hereto.
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4. Except as expressly provided herein, the terms of the Agreement shall
remain in full force and effect and shall remain unmodified.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
as of the date first written above.
SONSINGER BROADCASTING COMPANY OF SALEM COMMUNICATIONS CORPORATION
HOUSTON, LP.
By: Sonsinger Management, Inc.,
Its General Partner
By: /s/ Eric H. Halvorson By: /s/ Eric H. Halvorson
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Eric H. Halvorson Eric H. Halvorson
Vice President Executive Vice President
EXHIBIT "A"
PRINCIPAL AMOUNT: REVOLVING DATE: -
INTEREST RATE: AFR
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, SONSINGER BROADCASTING COMPANY OF HOUSTON,
L.P. ("Maker") and SALEM COMMUNICATIONS CORPORATION ("Payee") agree as follows:
1. Payee agrees to lend to Maker, from time to time, at the discretion of
Payee, such amounts as requested by Maker. Maker promises to pay to Payee at
4880 Santa Rosa Road, Suite 300, Camarillo, California, or at such other place
as Payee shall direct, the amounts borrowed by Maker pursuant to this paragraph.
Interest shall accrue on the unpaid principal amount due hereunder at the
applicable federal rate for short term loans as published monthly by the United
States Internal Revenue Service (the "Interest Rate"). On or before
_______________, Maker shall make a payment to Payee of the unpaid principal
amount of this Note, together with all interest accrued thereon and owing Payee
hereunder.
2. The unpaid principal amount of this Note, together with all interest
accrued thereon shall, at the option of Payee, become immediately due and
payable in case any one of the following events occur (an "Event of Default"):
2.1. Maker shall commence any case, proceeding or other action under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, composition, arrangement, readjustment
of debt, dissolution, liquidation of relief or debtors.
2.2. Maker shall commence any case, proceeding or other action seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its assets; or (ii) Maker shall make a
general assignment for the benefit of its creditors; or (iii) there shall be
commenced against Maker any case, proceeding or other action of a nature
referred to in clause (i), above, which (A) results in an order for relief or
any such adjudication or appointment or (B) remains undismissed, undischarged or
unhanded for a period of sixty (60) days; or (iv) there shall be commenced
against Maker any case, proceeding or other action seeking issuance of a warrant
of attachment, execution or similar process against all or any substantial part
of its assets which results in the entry of an order or any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within sixty (60) days from the entry thereof; or (b) Maker shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), (iii) or (iv)
above; or (vi) Maker shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or (vii) Maker shall conceal, remove, or
permit to be concealed or removed, any part of its property, with intent to
hinder, delay or defraud its creditors or any of them, or make or suffer a
transfer of any of its property which may be fraudulent under any bankruptcy,
fraudulent conveyance or similar
law, or shall make any transfer of its property to or for the benefit of a
creditor at a time when other creditors similarly situated have not been paid,
or shall suffer or permit, while insolvent, any creditor to obtain a lien upon
any of its property through legal proceedings which is not vacated within sixty
(60) days from the date thereof.
3. No delay or omission on the part of Payee in exercising any right or
option herein given to it shall impair such right or option or be considered as
a waiver thereof or acquiescence in any default hereunder.
4. Maker waives presentment, demand, notice of dishonor and protest and
consents to any and all extensions and renewals hereof without notice.
5. This instrument shall be construed in accordance with the laws of the
State of California.
6. This instrument may be prepaid in whole or in part at any time without
penalty.
7. Maker, its directors, officers, employees, members, and agents will have
no personal liability for any deficiency under this instrument.
8. In the event a suit or action is filed to enforce this Note or with
respect to this Note, the prevailing party shall be reimbursed by the other
party for all costs and expenses incurred in connection with the suit or action,
including without limitation reasonable attorneys' fees at the trial level and
on appeal.
IN WITNESS WHEREOF, the parties have executed this instrument as of this _____
day of ________________, 1997.
PAYEE: MAKER:
SALEM COMMUNICATIONS CORPORATION SONSINGER BROADCASTING COMPANY OF
HOUSTON, L.P.
BY SONSINGER MANAGEMENT, INC.
ITS GENERAL PARTNER
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Eric H. Halvorson Eric H. Halvorson
Vice President Vice President