EX-10.1:



 






AMENDMENT TO ASSET PURCHASE AGREEMENT




     THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 30th
day of March 2005, by and among STYLES MEDIA GROUP, LLC, a Florida limited liability company
(“Purchaser”), SPANISH BROADCASTING SYSTEM SOUTHWEST, INC., a Delaware corporation
(“Seller”), and SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation (“SBS”).



     WHEREAS, Purchaser and Seller are party to the Asset Purchase Agreement, (the
“Agreement”), dated as of the 17th day of August, 2004, which provides for the
sale by Seller to Purchaser of certain radio station properties and assets as provided under the
agreement, and a Time Brokerage Agreement (the “TBA”) of even date therewith;



     WHEREAS, the Agreement provides that if the transactions contemplated by the Agreement are not
consummated by March 31, 2005, the Agreement shall terminate;



     WHEREAS, Purchaser and Seller have each alleged that the other is in breach of the Agreement;
and



     WHEREAS, Purchaser and Seller desire to resolve their differences and amend certain of the
terms and conditions of the Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND REFERENCES




     Capitalized terms used herein without definition shall have the respective meanings assigned
thereto in the Agreement. All references and rules of interpretation set forth in the Agreement
are incorporated herein by reference.



ARTICLE II

ADDITIONAL PAYMENT; EXTENSION OF CLOSING DATE




     2.1 Additional Payment. As partial consideration for the execution and delivery of
this Amendment by Seller, on the date hereof, Purchaser shall transfer to Seller immediately
available funds in the amount of fourteen million U.S. dollars (U.S. $14,000,000) (the
“Additional Payment”) by one or more bank wires to the account identified on Schedule A
hereto on or prior to March 31, 2005. Notwithstanding any other provision of this Amendment or the
Agreement, if the Additional Payment is not paid in accordance with the previous sentence, this
Amendment shall become null and void and shall be treated by all parties hereto as if it had not
been executed or delivered by any such party. If the Closing occurs, the Additional Payment
together with the Deposit previously disbursed to Seller shall be credited against the



 









 




Purchase Price. If each of the conditions requiring Seller to consummate the transactions have
been satisfied and, nonetheless, Seller fails to consummate the transactions required of Seller at
the Closing, Seller and SBS shall be required to promptly return the Additional Payment to
Purchaser. If the Closing fails to occur by the Closing Date, as modified herein, for any other
reason and except as provided in the Agreement (as amended hereby), Seller may retain the
Additional Payment and the Agreement shall terminate without any further action.




     2.2 Extension of Closing Date; Filings.




	(a)  	Notwithstanding the provisions of Section 3.3 of the Agreement, subject to satisfaction of
the conditions precedent set forth in Article 8 and Article 9 of the Agreement, Seller and
Purchaser agree that the Closing Date shall take place on a date that is designated by
Purchaser, which date shall be the later of (i) July 31, 2005, or (ii) the date which is the
fifth Business Day after the later of the date on which the new FCC Assignment Order (as
contemplated in Section 2.2(b) hereof) for each of the Stations shall have become a Final
Order. Purchaser shall give Seller at least five days prior written notice of the date of the
Closing Date.






	(b)  	The parties understand and agree that Purchaser may assign its rights under the Agreement and
this Amendment to an entity in which Purchaser is a substantial equity owner and that in such
event, the assignee and Seller (or Purchaser, Seller and assignee, as appropriate) shall file
new Assignment Applications with the FCC. In that event, and in all events, Purchaser shall
make and diligently prosecute all FCC applications necessary in connection with this Amendment
and any assignment of rights under the Agreement and this Amendment made by Purchaser.
Purchaser shall make the initial filing with the FCC with respect to the foregoing within
fifteen days of the date hereof.





     2.3 No Claims. (a) By letter to Seller dated March 18, 2005, William J. McSherry,
Jr., counsel to Purchaser, for and on behalf of Purchaser, alleged Seller’s breach of a number of
provisions of the Agreement. Purchaser, on its own behalf and on behalf of its affiliates,
representatives, assigns and successors hereby releases Seller and its affiliates from the claims
made in such letter and any and all other known claims existing or arising from facts or
circumstances prior to the date hereof, and Purchaser further agrees not to commence or continue
any claim, cause of action, suit, debt or demand whatsoever by reason of any of the claims alleged
in such letter and any and all other known claims existing or arising from facts or circumstances
prior to the date hereof.



          (b) Following receipt of the full amount of the Additional Payment, Seller, on its behalf and
on behalf of its affiliates, representatives, assigns and successors, hereby releases Purchaser
and its affiliates from claims arising from the breach or alleged breach by Purchaser of Section
6.7 of the Agreement and any and all other known claims existing or arising from facts or
circumstances prior to the date hereof and further agrees not to commence or continue any claim,
cause of action, suit, debt or demand whatsoever arising from a claim of breach by Purchaser of
Section 6.7 of the Agreement and any and all other known claims existing or arising from facts or
circumstances prior to the date hereof .



     2.4 Lease. The parties agree that the Lease entered into by and between
Seller and



 









 




Anthony Maricic and Christine Maricic shall be treated for all purposes of the Agreement as having
been listed in Schedule 2.1.2 of the Agreement.




     2.5 Studio. Purchaser shall retain the right to use the 10280 West Pico
Boulevard studio
space rent free until the first to occur of the Closing or the termination of the Agreement.



     2.6 Termination. Section 11.1.4 is hereby amended in its entirety as follows: “by
either Purchaser or Seller if the Closing has not occurred on or before November 1, 2005 (the
“Termination Date”)”.



ARTICLE III

MISCELLANEOUS




     3.1 Agreement and TBA Ratified. Except as herein expressly amended, the Agreement and
TBA are ratified and confirmed in all respects and shall remain in full force and effect in
accordance with their terms.



     3.2 Meaning of “Agreement”. All references to the Agreement in the Agreement and the
other documents and instruments delivered pursuant to or in connection therewith shall mean the
Agreement as amended hereby and as it may in the future be amended, restated, supplemented or
modified from time to time.



     3.3 Incorporation of Miscellaneous Provisions. This Amendment incorporates by this
reference and shall be governed by the provisions of Sections 14.2 through and including 14.14 of
the Agreement as if such provisions appeared in this Amendment.



 









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to Asset Purchase
Agreement as of the day and year first above written.




	 	 	 	 	 
	 	 	STYLES MEDIA GROUP, LLC
	 
	 	 	 	 
	

	 	By:	 	      /s/  Donald G. McCoy
	

	 	 	 
	

	 	Name:	     Donald G. McCoy
	

	 	Title:	     Chief Executive Officer
	 
	 	 	 	 
	 	 	SPANISH BROADCASTING SYSTEM SOUTHWEST, INC.
	 
	 	 	 	 
	

	 	By:	 	      /s/  Raúl
Alarcón, Jr.
	

	 	 	 
	

	 	Name:	     Raúl
Alarcón, Jr.
	

	 	Title:	     Chairman of the Board of Directors,

     Chief Executive Officer and

     President
	 
	 	 	 	 
	 	 	SPANISH BROADCASTING SYSTEM, INC.
	 
	 	 	 	 
	

	 	By:	 	      /s/  Raúl Alarcón, Jr.
	

	 	 	 
	

	 	Name:	     Raúl Alarcón, Jr.
	

	 	Title:	     Chairman of the Board of Directors,

     Chief Executive Officer and

     President