Exhibit 10.3
AMENDMENT TO ASSET PURCHASE AGREEMENT
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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/ Raul Alarcon, Jr.
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Raul Alarcon, Jr.
President and CEO
SPANISH BROADCASTING SYSTEM-SAN
FRANCISCO, INC.
By: /s/ Raul Alarcon, Jr.
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Raul Alarcon, Jr.
President and CEO
KPTI LICENSING, INC.
By: /s/ Raul Alarcon, Jr.
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Raul Alarcon, Jr.
President and CEO
3 POINT MEDIA - SAN FRANCISCO, LLC
By: /s/ Bruce Buzil
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Bruce Buzil
Co-Manager