EXHIBIT 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
Amendment dated as of February 8, 2002 to Asset Purchase
Agreement (the "Asset Purchase Agreement") dated as of November 2, 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"), as amended by an Addendum to Asset Purchase
Agreement (the "Addendum") dated March 13, 2001 (the Asset Purchase Agreement
together with the Addendum is hereby defined as the "Purchase Agreement.").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser have entered into the Purchase
Agreement and certain other agreements and wish to amend the Purchase Agreement
as well as those other agreements.
NOW, THEREFORE, for and in consideration of the promises and
mutual covenants and agreements herein contained, the parties hereto agree as
follows:
1. Capitalized terms used herein but not defined shall have
the meaning set forth in the Purchase Agreement.
2. Section 2.05 of the Purchase Agreement is hereby amended to
delete the following language:
"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."
and to add to the end of such Section the following language:
"Seller and Purchaser have entered into a TBA, as
amended by an Amendment No. 1 dated as of February 8,
2002 pursuant to which Purchaser has made certain
payments to Seller aggregating $25 million (after
giving effect to the payment made pursuant to the
Amendment) and is obligated to make additional
payments of $15 million on March 12, 2002, $5 million
on September 30, 2002 and $15 million on March 12,
2003 if the Closing has
not occurred prior to that date. If the Closing
occurs in accordance with the terms of this
Agreement, all of such payments, to the extent made,
will be credited towards the Purchase Price."
3. Section 2.06 of the Purchase Agreement is hereby deleted in
its entirety.
4. Section 3.01 of the Purchase Agreement as amended is hereby
further amended in its entirety to read as follows:
"Section 3.01. CLOSING. Subject to the terms of this
Agreement, the sale and purchase of the Assets and
the assumption of the Assumed Liabilities
contemplated by this Agreement shall take place at a
closing of the transactions contemplated hereby (the
"CLOSING") to be held at the offices of Kaye Scholer
LLP, 1999 Avenue of the Stars, Suite 1600, Los
Angeles, California, at such time and date as Seller
and Purchaser may mutually agree upon in writing, but
in no event later than December 31, 2003 (the day on
which the Closing takes place being the "CLOSING
DATE")."
5. Section 8.01(b) of the Purchase Agreement as amended is
hereby further amended in its entirety to read as follows:
"(b) by either Seller or Purchaser if the Closing
shall not have occurred by December 31, 2003, unless
such failure to close shall be due to a breach of
this Agreement by the party seeking to terminate this
Agreement pursuant to this clause (b); or"
6. Except as specifically amended hereby, the terms and
conditions of the Purchase Agreement shall remain in full force and effect.
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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/ Paul C. Risser
---------------------------------
Name: Paul C. Risser
Title: President
By: /s/ Brent Morgan
---------------------------------
Name: Brent Morgan
Title: Treasurer
"PURCHASER"
SPANISH BROADCASTING SYSTEM, INC.
By: /s/ Raul Alarcon, Jr.
---------------------------------
Raul Alarcon, Jr.
Title: President and Chief
Executive Officer
By: /s/ Joseph A. Garcia
---------------------------------
Joseph A. Garcia
Title: Executive Vice President
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