EXHIBIT 10.42
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the "First
Amendment"), dated as of October 27, 1998, is between and among Children's
Broadcasting Corporation, a Minnesota corporation ("CBC"), Children's Radio of
Dallas, Inc., a Minnesota corporation, Children's Radio of Phoenix, Inc., a
Minnesota corporation, Children's Radio of New York, a New Jersey corporation
(collectively, the "Asset Subsidiaries"), KAHZ-AM, Inc., a Minnesota
corporation, KIDR-AM, Inc., a Minnesota corporation, WJDM-AM, Inc., a Minnesota
corporation (the "License Subsidiaries", and together with the Asset Subs and
CBC, the "Sellers") and Radio Unica Corp. (the "Buyer").
W I T N E S S E T H:
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WHEREAS, the parties hereto are also parties to that certain Asset
Purchase Agreement, dated as of October 26, 1998 (the "APA") pursuant to which
the Buyer has agreed to purchase from Sellers radio broadcast stations KAHZ
(AM), Fort Worth, Texas, KIDR (AM), Phoenix, Arizona, WJDM (AM), Elizabeth, New
Jersey, and WBAH (AM), Elizabeth, New Jersey (the "Stations");
WHEREAS, Sellers previously entered into a purchase agreement with
Catholic Radio Network, LLC ("CRN"), dated April 17, 1998, as amended (the "CRN
Agreement") pursuant to which Sellers agreed to sell to CRN, among other things,
the Stations;
WHEREAS, Sellers and CRN have entered into a second amendment to the
CRN Agreement, dated as of October 26, 1998 (the "Second Amendment"), pursuant
to which CRN has terminated its rights to acquire the Stations; and
WHEREAS, the Effective Time (as defined in the APA) has occurred as a
consequence of the Second Amendment and Sellers and Buyer desire to remove
certain conditions to the obligations of the parties to the APA relating to the
termination of CRN's rights to acquire the Stations and the CRN Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other valuable consideration, receipt of which is
hereby acknowledged, Sellers and Buyer agree as follows:
1. The first paragraph in Article 1 (Sale and Transfer of Assets) of
the APA is hereby deleted in its entirety.
2. Section 8.5(f) (regarding the termination of the CRN Agreement)
is hereby deleted in its entirety.
3. Except where inconsistent with the express terms of this First
Amendment, all provisions of the APA as originally entered into shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the day and year first written above.
RADIO UNICA CORP.
By: /s/ Joaquin F. Blaya
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Name: Joaquin F. Blaya
Title: Chairman & CEO
CHILDREN'S BROADCASTING CORPORATION
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
CHILDREN'S RADIO OF DALLAS, INC.
By: /s/ Chistopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
CHILDREN'S RADIO OF PHOENIX, INC.
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
CHILDREN'S RADIO OF NEW YORK, INC.
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
KAHZ-AM, INC.
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
KIDR-AM, INC.
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO
WJDM-AM, INC.
By: /s/ Christopher T. Dahl
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Name: Christopher T. Dahl
Title: President & CEO