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Exhibit 10.2
ADDENDUM TO ASSET PURCHASE AGREEMENT
This Addendum to Asset Purchase Agreement, dated March 13, 2001
("Addendum"), amends that certain Asset Purchase Agreement dated November 9,
2000, by and between INTERNATIONAL CHURCH OF THE FOURSQUARE GOSPEL, a California
nonprofit religious corporation ("SELLER"), and SPANISH BROADCASTING SYSTEM,
INC., a Delaware corporation ("PURCHASER") ("Purchase Agreement").
WITNESSETH:
WHEREAS, Seller and Purchaser have this 13th day of March, 2001,
entered into two (2) Time Brokerage Agreements; one involving radio station KSFG
(FM) ("TBA") and a separate agreement involving radio stations KMJR (FM) and
KNJR (FM) ("93.5 TBA"); and
WHEREAS, Seller and Purchaser have agreed to amend the Purchase
Agreement to reflect the agreements set forth in the TBAs as more particularly
described below.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained the parties agree as follows:
1. Article I (Defined Terms) is amended to include, at page 4, the
following definition of "TBA":
"That certain Time Brokerage Agreement, dated March 13, 2001,
by and between International Church of the Foursquare Gospel
as Licensee ("ICFG") and Spanish Broadcasting System, Inc. as
Broker ("SBS")."
2. Article I (Defined Terms) is amended to include, at page 4, the
following definition of "93.5 TBA":
"That certain 93.5 Time Brokerage Agreement, dated March 13,
2001, by and between International Church of the Foursquare
Gospel as Broker ("ICFG") and Spanish Broadcasting System
SouthWest, Inc. as Licensee ("SBS-SW")."
3. Sections 2.04(a) and (b) are hereby amended to include the following
additional provision:
"Should the FCC dismiss the assignment application granted
January 11, 2001 (File No. BALH-20001109AAS) ("Assignment
Application") assigning Station from Seller to Purchaser,
Seller and Purchaser agree to refile the subject Assignment
Application within five (5) business days and to follow the
steps and procedures set out at Section 2.04(1) to obtain the
requisite FCC approval. Further, if required by applicable
law, Seller and Purchaser shall make any further necessary
filings under the HSR Act pursuant to the terms set forth in
Section 2.04(2)."
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4. Section 2.05 is hereby amended to include the following
provision:
"Except as specified in paragraph (d) of Attachment 1 to the
TBA, any payments made pursuant to the TBA will be credited
against the Purchase Price. Any and all fees required by said
filings shall be paid by Purchaser."
5. Section 2.06 is hereby amended to include the following
provision:
"Further, upon the execution of the TBA, the Earnest Money
Deposit will be released to and paid over to Seller. All
interest earned on the Earnest Money Deposit shall be released
to and paid over to Purchaser."
6. The closing provision provided for in Section 3.01 is hereby
deleted in its entirety and is hereby replaced by the
following provision:
"Subject to the terms of this Agreement and the TBA, and
subject to the consent of the FCC, the purchase of the Assets
and the assumption of the Assumed Liabilities contemplated by
the Agreement shall take place at the offices of Kaye Scholer
LLP, 1999 Avenue of the Americas, Los Angeles, California, at
such time as Seller and Purchaser may mutually agree upon in
writing, on or before the expiration of the TBA on March 13,
2002, or December 31, 2002, if Purchaser elects to extend the
TBA for a second term as provided for in the TBA."
7. Section 6.06 is amended to include the following:
"Notwithstanding anything above to the contrary, should the
FCC dismiss the Assignment Application during the time in
which the TBA is in effect, the parties agree to resubmit the
Assignment Application and proceed as provided for
hereinabove."
8. Section 8.01 is amended to include a subsection (f) to read as
follows:
"Seller shall have the right to terminate in the event of any
material uncured breach by Purchaser or SBS-SW of their
obligations under the TBA or the 93.5 TBA."
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed as of the date first above written by their respective
officers thereunto duly authorized.
"SELLER"
INTERNATIONAL CHURCH OF THE
FOURSQUARE GOSPEL
By: /s/ Brent Morgan
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Name: Brent R. Morgan
Title: Treasurer
By:
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Name:
Title:
"PURCHASER"
SPANISH BROADCASTING SYSTEM, INC.
By: /s/ Raul Alarcon, Jr.
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Raul Alarcon, Jr.,
Chairman of the Board, Chief Executive
Officer and President
By: /s/ Joseph A. Garcia
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Name:Joseph A. Garcia
Title:Chief Financial Officer, Executive
Vice President and Secretary