Ex-10.2 Promissory Note, dated January 4, 2007



 





Exhibit
10.2




PROMISSORY NOTE




$7,650,000.00




January 4, 2007




FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $26,775.00 HAS BEEN AFFIXED TO THE MORTGAGE PURSUANT
TO SECTION 201.08, FLORIDA STATUTE.



SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation

2601 S. Bayshore Drive

PH II

Coconut Grove, Florida 33133

(Hereinafter referred to as “Borrower”)




Wachovia Bank, National Association

225 Water Street

Jacksonville, Florida 32202

(Hereinafter referred to as “Bank”)




Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at
its office indicated above or wherever else Bank may specify, the sum of Seven Million, Six Hundred
Fifty Thousand and No/100 Dollars ($7,650,000.00) or such sum as may be advanced and outstanding
from time to time, with interest on the unpaid principal balance at the rate and on the terms
provided in this Promissory Note (including all renewals, extensions or modifications hereof, this
“Note”).



LOAN AGREEMENT. This Note is subject to the provisions of that certain Loan Agreement between Bank
and Borrower of even date herewith, as the same may be amended or modified from time to time (the
“Loan Agreement”).



USE OF PROCEEDS. Borrower shall use the proceeds of the loan evidenced by this Note to finance the
acquisition of the property located at 7007 NW 77th Avenue in Miami, Florida (the “Property”).



SECURITY. Borrower has granted Bank a security interest in the collateral described in the Loan
Documents, including, but not limited to, real and personal property collateral described in that
certain Mortgage, Assignment of Rents and Security Agreement of even date herewith, as the same may
be amended or modified from time to time (the “Mortgage”).



INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note during each
Interest Period from the date hereof at a rate per annum equal to 1-month LIBOR plus 1.25%
(“Interest Rate”). Interest for each Interest Period shall accrue each day during such Interest
Period, commencing on and including the first day to but excluding the last day. “Interest Period”
means each period commencing on the first day of the calendar month and ending on the first day of
the next succeeding calendar month; provided (i) the first Interest Period shall commence on the
date hereof and (ii) any Interest Period that would otherwise extend past the maturity date of this
Note shall end on the maturity date of this Note. “LIBOR” means, with respect to each Interest
Period, the rate for U.S. dollar deposits with a maturity equal to the number of months specified
above, as reported on Telerate page 3750 as of 11:00 a.m., London time, on the second London
business day before such Interest Period begins, or, in the case of the first Interest Period, the
second London business day before the first day of the calendar month during which such Interest
Period begins (or if not so reported, then as determined by the Bank from another recognized source
or interbank quotation).



DEFAULT RATE. In addition to all other rights contained in this Note, if a Default (as defined
herein) occurs and as long as a Default continues, all outstanding Obligations, other than
Obligations under any



 









 





swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower
and Bank or its affiliates, shall bear interest at the lesser of (i) the Interest Rate plus 3% or
(ii) the highest rate permitted by law (“Default Rate”). The Default Rate shall also apply from
acceleration until the Obligations or any judgment thereon is paid in full.



INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall be computed on the
basis of a 360-day year for the actual number of days in the applicable period (“Actual/360
Computation”). The Actual/360 Computation determines the annual effective yield by taking the
stated (nominal) rate for a year’s period and then dividing said rate by 360 to determine the daily
periodic rate to be applied for each day in the applicable period. Application of the Actual/360
Computation produces an annualized effective interest rate exceeding the nominal rate.



PREPAYMENT ALLOWED. Subject to any payment obligations or termination fees or payments as may be
set forth in any swap agreement (as defined in 11 U.S.C. § 101, as in effect from time to time)
between Borrower and Bank (or any of its affiliates), Borrower may prepay the Loan in whole or in
part at any time without penalty or premium. Any prepayment in whole or in part shall include
accrued interest and all other sums then due under any of the Loan Documents (as defined below).
No partial prepayment shall affect the obligation of Borrower to make any payment of principal or
interest due under this Note.



REPAYMENT TERMS/MATURITY. This Note shall be due and payable as set forth hereinbelow. Commencing
on February 5, 2007, this Note shall be payable in consecutive monthly payments of principal in the
amounts set forth in Schedule “A” attached hereto, plus accrued interest, on the dates set forth in
Schedule “A”, until fully paid. In any event, all principal and accrued interest shall be due and
payable on January 4, 2017 (the “Maturity Date”).



APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of
the Obligations shall be applied to accrued interest and then to principal. If a Default occurs,
monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.



If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or
for any reason returned by Bank because of any adverse claim or threatened action, the returned
payment shall remain payable as an obligation of all persons liable under this Note or other Loan
Documents as though such payment had not been made.



DEFINITIONS. Loan Documents. The term “Loan Documents”, as used in this Note and the other Loan
Documents, refers to all documents executed in connection with or related to the loan evidenced by
this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note,
and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in connection therewith or
related thereto, and may include, without limitation, the Loan Agreement, the Mortgage, that
certain Unconditional Guaranty dated of even date herewith made by SPANISH BROADCASTING SYSTEM,
INC., a Delaware corporation d/b/a SPANISH BROADCASTING SYSTEM OF DELAWARE, INC. (“Guarantor”) in
favor of Bank, security agreements, security instruments, financing statements, mortgage
instruments, any renewals or modifications, whenever any of the foregoing are executed, but does
not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time).
Obligations. The term “Obligations”, as used in this Note and the other Loan Documents, refers to
any and all indebtedness and other obligations under this Note, all other obligations under any
other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. §
101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever
executed. Certain Other Terms. All terms that are used but not otherwise defined in any of the
Loan Documents shall have the definitions provided in the Uniform Commercial Code.



LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge
equal to 5% of each payment past due for 10 or more days. This late charge shall not apply to
payments due at maturity or by acceleration hereof, unless such late payment is in an amount not greater
than the highest periodic payment due hereunder.



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Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a
waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent
late payment received.



ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank’s reasonable expenses
actually incurred to enforce or collect any of the Obligations including, without limitation,
reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred
without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in
any appellate or bankruptcy proceeding.



USURY. If at any time the effective interest rate under this Note would, but for this paragraph,
exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum
lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal
and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.



GRACE/CURE PERIOD. Grace Period. The failure of timely payment of the Obligations shall not be a
Default until five (5) business days after such payment is due. Cure Period. Except as provided
below and as to any default under the Senior Credit Facility, any Default, other than non-payment,
may be cured within fifteen (15) days after written notice thereof is mailed to Borrower by Bank,
or if Borrower, in Bank’s reasonable discretion, is diligently pursuing a cure, within sixty (60)
days after written notice thereof is mailed to Borrower by Bank. Borrower’s right to cure shall be
applicable only to curable defaults and shall not apply, without limitation, to Defaults based upon
False Warranty or Cessation; Bankruptcy. Also, any Default based on a failure to provide any
insurance required under the Loan Documents may only be cured by Borrower within ten (10) days
after written notice is mailed to Borrower by Bank. Bank shall not exercise its remedies to collect
the Obligations except as Bank reasonably deems necessary to protect its interest in collateral
securing the Obligations during a cure period



DEFAULT. Subject to the grace and cure periods set forth above, if any of the following occurs, a
default (“Default”) under this Note shall exist: Nonpayment; Nonperformance. The failure of
timely payment or performance of the Obligations or Default under this Note or any other Loan
Documents. False Warranty. A warranty or representation made or deemed made in the Loan Documents
or furnished Bank in connection with the loan evidenced by this Note proves materially false, or if
of a continuing nature, becomes materially false. Cross Default. At Bank’s option, any default in
payment or performance of any obligation under that certain First Lien Credit Agreement, among
Guarantor, as borrower, MERRILL LYNCH, PIERCE FENNER & SMITH, INCORPORATED, as syndication agent,
Bank, as documentation agent, LEHMAN COMMERCIAL PAPER INC., as administrative agent and other
lenders, as lenders, dated as of June 10, 2005 (as same may be amended, modified, extended or
replaced from time to time, the “Senior Credit Facility”) that is not waived and continues beyond
any applicable grace and cure periods, and under any other loans, contracts or agreements of
Borrower or Guarantor with Bank or its affiliates that continues beyond any applicable grace and
cure periods. Cessation; Bankruptcy. The dissolution of, termination of existence of, loss of
good standing status by, appointment of a receiver for, assignment for the benefit of creditors of,
or commencement of any bankruptcy or insolvency proceeding by or against Borrower or Guarantor
which is not dismissed or dissolved within forty-five (45) days. Material Capital Structure or
Business Alteration. Without prior written consent of Bank, (i) a material alteration in the kind
or type of Borrower’s business; (ii) the sale of substantially all of the business or assets of
Borrower, or a material portion (10% or more) of such business or assets if such a sale is outside
the ordinary course of business of Borrower, or more than 50% of the outstanding stock or voting
power of or in any such entity in a single transaction or a series of transactions; (iii) the
acquisition of substantially all of the business or assets or more than 50% of the outstanding
stock or voting power of any other entity; or (iv) should any Borrower enter into any merger or
consolidation.



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REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank may at any
time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien
against Borrower’s deposit accounts and investment property without notice. Acceleration Upon
Default. Accelerate the maturity of this Note and, at Bank’s option, any or all other Obligations,
other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from
time to time) between Borrower and Bank, or its affiliates, which shall be due in accordance with
and governed by the provisions of said swap agreements; whereupon this Note and the accelerated
Obligations shall be immediately due and payable; provided, however, if the Default is based upon a
bankruptcy or insolvency proceeding commenced by or against Borrower or any guarantor or endorser
of this Note, all Obligations (other than Obligations under any swap agreement as referenced above)
shall automatically and immediately be due and payable. Cumulative. Exercise any rights and
remedies as provided under the Note and other Loan Documents, or as provided by law or equity.



FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and
information pertaining to Borrower’s financial condition. Such information shall be true,
complete, and accurate in all material respects.



WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan
Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of
any Default shall operate as a waiver of any other Default or the same Default on a future
occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or
remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.



Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower
and each other person liable under this Note waives presentment, protest, notice of dishonor,
demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,
notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend,
modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant
releases, compromises or indulgences with respect to any collateral securing this Note, or with
respect to any Borrower or other person liable under this Note or any other Loan Documents, all
without notice to or consent of each Borrower and other such person, and without affecting the
liability of each Borrower and other such person; provided, Bank may not extend, modify or renew
this Note or make a novation of the loan evidenced by this Note without the consent of the
Borrower, or if there is more than one Borrower, without the consent of at least one Borrower; and
further provided, if there is more than one Borrower, Bank may not enter into a modification of
this Note which increases the burdens of a Borrower without the consent of that Borrower.



MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the
benefit of and be binding upon the parties and their respective heirs, legal representatives,
successors and assigns. Bank’s interests in and rights under this Note and the other Loan
Documents are freely assignable, in whole or in part, by Bank, to an “Eligible Assignee” upon
thirty (30) days prior notice to Borrower. For purposes hereof, “Eligible Assignee” shall mean a
AA rated commercial bank, finance company, insurance company or other financial institution that is
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business. Upon the occurrence of a Default, or
if required by federal regulations, Bank’s interests in and rights under this Note and the other
Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this
Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or
any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower
shall not assign its rights and interest hereunder without the prior written consent of Bank, and
any attempt by Borrower to assign without Bank’s prior written consent is null and void. Any
assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between
Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan
Documents shall be governed by and interpreted under the laws of the state named in Bank’s address
on the first page hereof without regard to that state’s conflict of laws principles. If the terms
of



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this Note should conflict with the terms of any loan agreement or any commitment letter that
survives closing, the terms of this Note shall control. Borrower’s Accounts. Except as prohibited
by law, Borrower grants Bank a security interest in all of Borrower’s deposit accounts and
investment property with Bank and any of its affiliates. Swap Agreements. All swap agreements (as
defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or
its affiliates are independent agreements governed by the written provisions of said swap
agreements, which will remain in full force and effect, unaffected by any repayment, prepayment,
acceleration, reduction, increase or change in the terms of this Note, except as otherwise
expressly provided in said written swap agreements, and any payoff statement from Bank relating to
this Note shall not apply to said swap agreements except as otherwise expressly provided in such
payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal
jurisdiction in the state identified as the Jurisdiction above. Severability. If any provision of
this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Note or other such
document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed
or delivered to the Borrower’s address shown above or such other address as provided hereunder,
with a copy to Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami, Florida 33131, Attn: Joel
Goldman, Esq., and to Bank, if in writing and mailed or delivered to Wachovia Bank, National
Association, Mail Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National
Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA 24011 or such other address
as Bank may specify in writing from time to time. Bank’s failure to send such courtesy copy to
Borrower’s counsel shall not in any way be deemed a failure to properly deliver notice to Borrower.
Notices to Bank must include the mail code. In the event that Borrower changes Borrower’s address
at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give
written notice of said change of address by registered or certified mail, return receipt requested,
all charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower,
guarantor, person, document or other nouns of reference mean both the singular and plural form, as
the case may be, and the term “person” shall mean any individual, person or entity. The captions
contained in the Loan Documents are inserted for convenience only and shall not affect the meaning
or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion, make other
advances which shall be deemed to be advances under this Note, even though the stated principal
amount of this Note may be exceeded as a result thereof. Posting of Payments. All payments
received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown
above shall be deemed received at the opening of the next banking day. Joint and Several
Obligations. If there is more than one Borrower, each is jointly and severally obligated together
with all other parties obligated for the Obligations. Fees and Taxes. Borrower shall promptly pay
all documentary, intangible recordation and/or similar taxes on this transaction whether assessed
at closing or arising from time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH
OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION
OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVE
RSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF
OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR
DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT
SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY
WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE
FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED
BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an account. For
purposes of this section, account shall be understood to include loan accounts. Final Agreement.
This Note and the other Loan Documents represent the final agreement between the parties and may
not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.




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WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION
HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT
TO BANK TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND
REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY
LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO
OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE.



[EXECUTION APPEARS ON FOLLOWING PAGE]




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IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to
be duly executed under seal.



	 	 	 	 	 
	 	SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation

 	 
	 	By:  	/s/ Joseph A. Garcia
                (SEAL)	 
	 	 	Joseph A. Garcia, Executive Vice President 	 
	 	 	 	 
	 



State of Florida

County of Miami-Dade





The foregoing instrument was acknowledged this day by Joseph A. Garcia, as Executive Vice
President of SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation on behalf of the corporation,
who is personally known to me or who has produced ___as identification.



Witness my hand and official seal, this _____ day of December, 2006.




	 	 	 
	 

	 	______________________________, Notary Public
	Notary Seal
	 	 
	 

	 	______________________________
	 

	 	(Printed Name of Notary)
	 
	 

	 	Commission Expires: ___________________________
	 
	 

	 	Commission Number: ___________________________








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