EXHIBIT 10.06.04.03
SECOND AMENDMENT TO
ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (the "Amendment") is
executed as of August 12, 1996, by and between OmniAmerica Group ("Omni"), WHK
License Partnership ("WHK LP") (Omni and WHK LP shall collectively be referred
to herein as "Seller"), and Inspiration Media of Ohio, Inc. ("Buyer").
WHEREAS, Seller and Buyer have executed an Asset Purchase Agreement, dated
April 23, 1996 (the "Agreement"), pertaining to the acquisition by Buyer of
substantially all of the assets of WHK-AM (Cleveland) (the "Station"); and
WHEREAS, Buyer and Seller desire to amend certain provisions of the
Agreement;
NOW, THEREFORE, for good and valuable consideration, including the
furtherance of the transactions contemplated by the Agreement, the parties agree
as follows:
1. Amendment to Section 8.1. Section 8.1 of the Agreement is hereby
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deleted in its entirety and replaced with the following:
8.1 TIME AND PLACE. The Closing shall take place at the offices of
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Seller's counsel in Cleveland, Ohio, or at such other place as the parties
agree, but no later than January 17, 1997 if all conditions to closing have
been satisfied by that date (the "Closing Date"); provided, however, that
the Closing Date shall not occur until after the last to occur of the
following dates: (i) the date on which issuance of the FCC Order without
any Material Adverse condition has become a Final Action; and (ii) the date
on which the FCC's grant of Seller's application for renewal of the FCC
Licenses has become a Final Action; provided, however, that Buyer, at its
sole option, may elect to close at any time after the expiration of any
time period allowed for petitions to deny or other public comment with
respect to Seller's application for renewal of the FCC Licenses. The
parties agree to take all commercially reasonable actions to extend any
approvals by the FCC through the Closing Date.
2. Addition of Section 13.16. The following is hereby added as Section
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13.16 of the Agreement:
13.16 LOCAL MARKETING AGREEMENT. If the parties enter into a local
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marketing agreement for the operation of the Station by Buyer (the "LMA"),
Buyer shall not have any right or claim, including, without limitation, any
right to terminate this Agreement or any claim for liabilities, damages,
losses, costs or expenses, due to the inaccuracy of any representation or
warranty, the breach of any covenant, or the failure of any condition
resulting from (a) the operation of the Station by Buyer under
the LMA or (b) Buyer's repairs, modifications, or maintenance to the
Station's broadcast facilities.
3. Addition of Section 13.17. The following is hereby added as Section
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13.17 of the Agreement:
13.17 Access to Sale Assets; Waiver. Commencing on August 12, 1996,
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Buyer shall have access to the Station's broadcast facilities in order to
make certain repairs and modifications and conduct certain maintenance
thereto (collectively, the "Work") at Buyer's sole expense. In exchange for
this access, Buyer agrees to waive any right or claim, now existing or
hereafter arising, known or unknown, for liabilities, damages, losses,
costs or expenses due to the inaccuracy of any representation or warranty
by Seller, the breach of any covenant by Seller, or the failure of any
condition of Seller, in each case, relating to the condition of or the
engineering or technical aspects of the Tangible Personal Property or their
compliance with governmental (including FCC) law, rules, policies, or
regulations; provided, however, Buyer shall be entitled to assert claims to
the extent provided for in the Agreement in connection with casualty losses
occasioned by events other than those for which Buyer is required to
indemnify Seller pursuant to the immediately following sentence. Buyer will
indemnify and hold Seller and all officers, directors, agents, employees
and affiliates thereof harmless from and against any Losses arising in
connection with the Work, regardless of whether such Work is done prior to
or subsequent to August 12, 1996.
4. Common Ground Broadcasting, Inc.; Salem. Common Ground Broadcasting,
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Inc., an Oregon corporation and wholly owned subsidiary of Salem Communications
Corporation ("Salem"), hereby assumes all obligations of Inspiration Media of
Ohio, Inc. under the Agreement. Salem consents to the First Amendment to the
Asset Purchase Agreement (the "First Amendment") and this Second Amendment and
hereby reaffirms its guaranty as provided in the Agreement.
5. Limited Effect. Except as provided in the First Amendment and this
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Second Amendment, the Agreement remains unchanged and in full force and effect.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment
to be duly executed and delivered as of date first above written.
"SELLER" "BUYER"
OMNIAMERICA GROUP COMMON GROUND
BROADCASTING, INC.
By: By: /s/ Eric H. Halvorson
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Carl Hirsch Eric H. Halvorson
Chief Executive Officer Executive Vice President
WHK LICENSE PARTNERSHIP SALEM COMMUNICATIONS
CORPORATION
By: By: /s/ Eric H. Halvorson
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Carl Hirsch Eric H. Halvorson
Chief Executive Officer Executive Vice President
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
duly executed and delivered as of date first above written.
"SELLER" "BUYER"
OMNIAMERICA GROUP COMMON GROUND
BROADCASTING, INC.
By: /s/ Carl Hirsch By: /s/ Eric H. Halvorson
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Carl Hirsch Eric H. Halvorson
Chief Executive Officer Executive Vice President
WHK LICENSE PARTNERSHIP SALEM COMMUNICATIONS
CORPORATION
By: /s/ Carl Hirsch By: /s/ Eric H. Halvorson
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Carl Hirsch Eric H. Halvorson
Chief Executive Officer Executive Vice President