EX-10.1 Agreement for Purchase & Sale



 





EXHIBIT 10.1




AGREEMENT FOR PURCHASE AND SALE




     This Agreement for Purchase and Sale (this “Agreement”) is entered into as of August 24,
2006, by and between 7007 PALMETTO INVESTMENTS, LLC., a Florida limited liability company
(“Seller”), and SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation, and/or assigns
(“Buyer”).



WITNESSETH:




     1. Recitals. This Agreement is made with reference to the following facts and
definitions:



          1.1. Seller owns the real property located at 7007 N.W. 77th Avenue, Miami,
Florida, and a parcel of vacant land adjacent to it, as more fully described on the attached
Exhibit “A” (the “Real Property”). In addition to the Real Property, Buyer intends to
purchase and Seller intends to sell, in accordance with this Agreement, (a) all improvements
constructed in, on or under the Real Property, including an existing office building constructed
thereon (collectively, the “Improvements”), (b) all of Seller’s fixtures, furnishings, equipment
and personal property, if any, located on and used exclusively in connection with the Real Property
or the Improvements (the “Personal Property”; the parties acknowledge and agree that they shall
agree upon an inventory of the Personal Property during the Due Diligence Period (as hereinafter
defined) after the Existing Tenant’s (as hereinafter defined) personal property has been removed
and the same shall be attached hereto as Schedule 1.1), (c) all of Seller’s rights under those
certain Contracts (as hereinafter defined) which Buyer elects to assume in accordance with the
provisions of Section 5.2 hereof (the “Contract Rights”), and (d) (i) all strips and gores of land
lying adjacent to the Real Property and owned by Seller, together with all easements, privileges,
rights of way, riparian and other water rights, land underlying any adjacent public streets, roads
and/or parks, and all tenements, hereditaments and appurtenances thereunto belonging or in anywise
appertaining, (ii) all deposits, licenses, permits, authorizations, approvals and contract rights
pertaining to the ownership and/or operation of the Real Property or the Improvements, and (iii)
all general intangible rights pertaining to the ownership and/or operation of the Real Property or
the Improvements (collectively, the “General Intangibles”).



          1.2. By this Agreement, Buyer and Seller intend to provide for the sale of the Real Property,
the Personal Property, the Improvements, the Contract Rights and the General Intangibles by Seller
to Buyer. The Real Property, the Personal Property, the Improvements, the Contract Rights and the
General Intangibles shall be collectively referred to in this Agreement as the “Property.”



          1.3. For purposes of this Agreement, “Effective Date” means the date upon which this
Agreement is fully executed.



     2. Purchase and Sale. Pursuant to this Agreement, Seller agrees to sell the Property
to Buyer, and Buyer agrees to purchase the Property from Seller.



     3. Appointment of Escrow Agent.



          3.1. Opening of Escrow. Buyer and Seller hereby appoint Greenberg Traurig, P.A. to
act as escrow agent (“Escrow Agent”) for the purpose of facilitating the consummation of the
transaction contemplated by this Agreement and, by its execution of the Consent and Acceptance at
the end of this Agreement, Escrow Agent accepts such appointment. Upon the Effective Date, Buyer
shall immediately deliver the Initial Deposit (as defined in Section 4.1 below) to Escrow Agent,
together with a copy of the



 









 







fully executed original (or executed counterparts) of this Agreement. Escrow Agent shall,
immediately upon its receipt of the Deposit and executed Agreement, execute and deliver to Buyer
and Seller the Consent and Acceptance of Escrow Agent attached to this Agreement, which Consent and
Acceptance of Escrow Agent shall specify the date of such receipt.



          3.2. Closing Date. The closing of the transaction contemplated by this Agreement
(the “Closing”) shall occur in accordance with Section 8 below on a date (i) no earlier than
January 2, 2007, and no later than January 4, 2007, or (ii) an earlier date provided, however, that
Seller shall give Buyer sixty (60) days’ notice of such earlier closing date and such earlier
closing date shall be at least sixty (60) days after the expiration of the Due Diligence Period
(the “Closing Date”).



     4. Purchase Price. The purchase price payable by Buyer for the Property (the
“Purchase Price”) shall be Eight Million Eight Hundred Eighty-two Thousand Five Hundred Dollars
($8,882,500) and shall be payable in accordance with Section 4.1 below. The parties acknowledge
and agree that they shall use their good faith efforts to agree upon an allocation of the Purchase
Price as between the Personal Property and the remainder of the Property prior to the expiration of
the Due Diligence Period.



          4.1. Deposit. Concurrently with Buyer’s delivery of an executed copy of this
Agreement to Escrow Agent, Buyer shall deliver to Escrow Agent immediately available funds in the
amount of One Hundred Thousand Dollars ($100,000.00) (the “Initial Deposit”). Immediately upon
expiration of the Due Diligence Period, (a) Buyer shall make an additional delivery to Escrow Agent
of immediately available funds in the amount of Nine Hundred Thirty-Five Thousand Dollars
($935,000.00) (the “Additional Deposit”), and (b) the Initial Deposit and Additional Deposit shall,
except (i) in the event the Agreement is terminated in accordance with Section 5 below, (ii) in the
event of Seller’s default, or (iii) as otherwise expressly provided herein, become non-refundable
to Buyer and shall either be applied toward the payment of the Purchase Price at Closing or
retained by Seller if the Closing does not occur. Upon receipt of an executed W-9 from Buyer,
Escrow Agent shall promptly deposit the Initial Deposit into an interest-bearing account. As used
in this Agreement, the “Deposit” shall mean the Initial Deposit and Additional Deposit,
collectively, plus any interest accrued while in the possession of Escrow Agent.



          4.2 Assumption of Existing Debt. Buyer shall have the right but not the obligation,
which right shall be exercised by Buyer if at all in its sole and absolute discretion, to assume
the existing mortgage loan (the “Existing Loan”) encumbering the Property in favor of Great Florida
Bank (the “Existing Lender”), provided that: (a) Buyer provides written notice to Seller of its
intention to assume the Existing Loan at least thirty (30) days prior to Closing, (b) the Existing
Lender consents to such assumption, (c) there shall be no delay in the Closing as a result of such
assumption and such assumption, whether completed or not, shall not affect Buyer’s obligation to
close upon the Closing Date.



          4.3. Balance. On or before the Closing Date, Buyer shall deposit with Escrow Agent
cash or other immediately available funds in the amount of the Purchase Price less the Deposit and,
if applicable, all outstanding amounts (including principal and interest) assumed by Buyer under
the Existing Loan, subject to the additional costs and prorations set forth in this Agreement.



     5. Due Diligence and Title Matters.



          5.1. Due Diligence Deliveries By Seller. On or prior to the Effective Date, Seller
provided Buyer copies of, or access to, all title information, surveys, environmental reports,
physical inspection reports, warranties, permits, copies of all leases and contracts affecting the
Property, engineering reports,
current operating statements, current tax bill, insurance policies (including statements of
premium due),



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the Existing Loan Documents (as hereinafter defined), utility bills and any and all
other pertinent data which it has in its possession or control, including without limitation those
items received from the immediate predecessor-in-title to the Property in connection with Seller’s
due diligence investigation of the Property (collectively, the “Due Diligence Items”) for review by
Buyer. Except as expressly provided in this Agreement, Seller makes no representation whatsoever
regarding the accuracy or completeness of any of the Due Diligence Items delivered to Buyer
pursuant to this Section.



          5.2. Due Diligence Investigation. From the Effective Date until the date which is
thirty (30) days after the Effective Date (the “Due Diligence Period”), Buyer may investigate and
research and approve or disapprove of the physical, developmental, and economic status and
feasibility of the Property. The matters subject to Buyer’s approval under this Section include,
but shall not be limited to, marketing studies, land use and legal due diligence, engineering
studies, soils tests, physical inspections, and environmental surveys with respect to the Property.
In order to facilitate Buyer’s investigation and analysis under this Section 5.2, Seller grants
Buyer the right to conduct such inspections, reviews, examinations, and tests on the Property as
Buyer deems necessary or desirable to investigate the physical condition of the Property, as well
as access to relevant information relating to the Property within Seller’s possession or control
(but, except as expressly provided in this Agreement, Seller makes no representation regarding the
accuracy or completeness of such information). On or before the expiration of the Due Diligence
Period, Buyer shall notify Seller as to which of the Contracts it shall assume at Closing.



     Seller and Buyer acknowledge and agree that the existing tenant currently occupying the
Property (the “Existing Tenant”) is scheduled to vacate the Property on or before August 13, 2006
(subject to removal of personal property by August 31, 2006). In the event the Existing Tenant has
not vacated the Property and the Existing Tenant’s personal property is not removed on or before
the expiration of the Due Diligence Period, (a) the Due Diligence Period shall be extended on a
day-for-day basis until such time as the Existing Tenant does in fact vacate the Property and the
Existing Tenant’s personal property is removed, and (b) in the event the Due Diligence Period is
extended past September 30, 2006 in accordance with the prior clause, the Closing Date shall
automatically be extended on a day-for-day basis for the number of days equal to the number of days
following September 30, 2006 that the Existing Tenant remains in possession of the Property.



     Buyer shall have the right in its sole and absolute discretion, which right shall be exercised
by Buyer providing written notice to Seller and Escrow Agent on or before the expiration of the Due
Diligence Period, to terminate this Agreement for any reason or no reason, in which event (a)
neither Buyer nor Seller will have any further obligation to the other party under this Agreement
(except to the extent of any indemnities under this Agreement with respect to events occurring
before such termination, which indemnities shall survive any such termination), and (b) Escrow
Agent shall, without requiring any further instructions, immediately return the Deposit plus any
interest accrued thereon to Buyer. If Buyer has not so notified Seller and terminated this
Agreement on or before the expiration of the Due Diligence Period, then, subject to its termination
rights under Sections 5.3, 5.4 and 17 hereof, Buyer shall be obligated to proceed to close the
transaction contemplated by this Agreement in accordance with its terms.



          5.3. Status of Title and Survey. Buyer may obtain at its sole cost and expense an
ALTA/ACSM survey of the Property (the “Survey”) and a commitment for Title Insurance (the “Title
Commitment”) for an ALTA Owner’s Policy to be issued by a title insurance company of Buyer’s choice
(the “Title Company”). Buyer shall have until the expiration of the Due Diligence Period (such
date for Buyer’s approval or disapproval of status of title, the “Title Approval Date”) to approve
or disapprove title matters.
If Buyer disapproves of any of the matters shown in the Title Commitment or the Survey



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(which
shall also include UCC-1 Financing Statements filed with the Florida Secretary of State)
(“Disapproved Title Exceptions”) before the Title Approval Date and evidences its disapproval by
giving written notice (“Buyer’s Title Notice”) of its disapproval to Escrow Agent and Seller on or
before the Title Approval Date, then on or before ten (10) days after the Title Approval Date,
Seller shall notify Buyer of those Disapproved Title Exceptions that Seller shall cause to be
deleted from the Title Policy (as defined below) or Survey, as applicable (the “Seller’s Response
Notice”); provided, however that Seller shall be obligated to cause all Monetary Encumbrances (as
hereinafter defined) to be satisfied by Seller (or otherwise transferred to bond) at or prior to
Closing; provided, further, however, that if Seller fails to provide the Seller’s Response Notice
within ten (10) days following Seller’s receipt of the Buyer’s Title Notice, Seller shall be deemed
to have elected not to cure any of the Disapproved Title Exceptions (other than any Monetary
Encumbrances which it is obligated to cure). Within ten (10) days following Buyer’s receipt of the
Seller’s Response Notice (or twenty (20) days following Seller’s receipt of the Buyer’s Title
Notice to the extent Seller fails to send a Seller’s Response Notice), Buyer may, by written notice
to Seller and Escrow Agent, either (a) waive its prior disapproval of the remaining Disapproved
Title Exceptions, in which event such remaining Disapproved Title Exceptions shall cease to be
Disapproved Title Exceptions, or (b) terminate this Agreement, in which event (i) neither Buyer nor
Seller will have any further obligation to the other party under this Agreement (except to the
extent of any indemnities under this Agreement with respect to events occurring before such
termination, which indemnities shall survive any such termination), and (ii) Escrow Agent shall,
without requiring any further instructions, immediately return the Deposit plus any interest
accrued thereon to Buyer; provided, however, that Buyer’s failure to provide written notice within
the ten (10) day period shall be deemed to be a waiver of the remaining Disapproved Title
Exceptions. Buyer shall have the continuing right to receive updates of, or endorsements to, the
Title Commitment and Survey and Seller shall be obligated to remove at or prior to Closing all new
matters which may be raised as objections by Buyer, unless the same are caused by Buyer.



          5.4. Owner’s Policy. On or before the Closing, Title Company must be prepared to
issue to Buyer an Owner’s Policy of Title Insurance for the Property (the “Title Policy”) effective
as of the Closing Date, collectively insuring Buyer in the amount of the Purchase Price that fee
simple title to the Property will be vested in Buyer upon Closing, subject to (a) liens for taxes
and assessments not yet due and payable or delinquent, (b) those exceptions to title described in
the Title Commitment other than the Disapproved Title Exceptions, and (c) those matters appearing
in any updates of, or endorsements to, the Title Commitment to the extent the same are caused by
Buyer. Except as specifically provided in Section 5.3 above or the following sentence, Seller
shall not be in default under this Agreement and shall not be liable to Buyer for the failure to
remove any item identified by the Title Company as an exception to title. Seller shall only be in
default under this Agreement with respect to title issues if Seller fails to cause the removal from
the Title Policy of (i) a Monetary Encumbrance, or (ii) any matter appearing in the chain of title
after the effective date of the Title Commitment and shown as an exception in an endorsement to, or
update of, the Title Commitment or the Survey, unless the same is caused by Buyer, in which event
Buyer shall be entitled to all legal and equitable remedies available to Buyer due to Seller’s
default. As used in Sections 5.3 and 5.4, “Monetary Encumbrance” means a lien upon the Property,
including without limitation mechanic’s or construction lien claims, that can be fully satisfied
and removed as an exception to title (as determined by Title Company) by the payment of a
liquidated amount of money.



          5.5. Pre-Closing Occupancy. Within thirty (30) days following the expiration of the
Due Diligence Period, Buyer or its permitted assignee hereunder shall enter into a lease with
Seller (in the form of that contained in Exhibit “B” attached hereto and by this reference
made a part hereof (the “Occupancy
Agreement”)) to occupy the Property from that date (the “Date of Occupancy”) until Closing
(the date of execution of such Occupancy Agreement shall be the Commencement Date (as



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therein
defined)); provided, however, that (i) Buyer has not terminated this Agreement pursuant to Section
5.3 hereof; (ii) Buyer is not in default under this Agreement and the Additional Deposit has been
received by Escrow Agent; (iii) this Agreement has not been terminated in accordance with its
terms, (iv) the Occupancy Agreement shall be triple net (net, net, net) and shall provide that
Buyer shall pay for all operating expenses associated with the Property, including real estate
taxes, casualty and public liability insurance, utilities, janitorial expenses and maintenance
costs; provided, however, that in no event shall Buyer be responsible for making any debt service
or other payments under the Existing Loan or any capital repairs or improvements to the Property;
and (v) Buyer shall take occupancy of the Property pursuant to the Occupancy Agreement “as is”,
without any representations or warranties of any kind, except as expressly set forth in this
Agreement, and that Buyer’s taking possession of the Property shall be conclusive evidence that the
Property is in a condition acceptable to the Buyer in accordance with the terms and conditions of
this Agreement as of the Date of Occupancy. The occurrence of an Event of Default (as such term is
defined in the Occupancy Agreement) under the Occupancy Agreement shall be a default under this
Agreement, and the occurrence of a default under this Agreement shall be an Event of Default (as
such term is defined in the Occupancy Agreement) under the Occupancy Agreement, it being the
intention of Buyer and Seller to cross-default this Agreement and the Occupancy Agreement so that a
default (beyond any applicable notice and cure periods) under one is a default under the other.
Further, in the event that this Agreement terminates in accordance with its terms, the Occupancy
Agreement shall automatically terminate as of such date.



     6. Buyer’s Deliveries. Buyer shall deliver to Escrow Agent, on or before the day
before the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement,
the following funds, instruments, and documents, the delivery of which is material to the
consummation of the transaction contemplated by this Agreement:



          6.1. Funds. Immediately available funds in the amount required of Buyer under this
Agreement, including sufficient funds to meet Buyer’s obligations under Sections 4.3, 9 and 10.



          6.2. Evidence of Authorization. Evidence in form and substance reasonably
satisfactory to the Title Company and Seller and its legal counsel that Buyer is authorized to
enter into and consummate the transactions contemplated by this Agreement.



          6.3. Termination of Occupancy Agreement. Two executed counterparts of a termination
of the Occupancy Agreement effective as of the Closing Date.



          6.4 Assignment and Assumption of Contracts. Two executed counterparts of an
Assignment and Assumption of Contracts in the form attached hereto as Exhibit “C” duly
executed by Buyer assuming those Contracts which Buyer has elected to assume pursuant to Section
5.2 hereof.



          6.5. Settlement Statement. Two executed counterparts of a settlement statement
reflecting the prorations and adjustments required pursuant to this Agreement.



          6.6. Other Documents. Any documents reasonably required of Buyer in order to
consummate the subject transaction pursuant to this Agreement.



     7. Seller’s Deliveries. Seller shall deliver to Escrow Agent on or before the day
before the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement,
the following instruments and documents:



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          7.1 Deed and Bill of Sale. A Special Warranty Deed in form satisfactory to the Title
Company duly executed and acknowledged by Seller conveying all of Seller’s interest in the Real
Property to Buyer (the “Deed”), and a Bill of Sale conveying all of Seller’s interest in the
Personal Property to Buyer (“Bill of Sale”) duly executed by Seller.



          7.2. FIRPTA Affidavit. A FIRPTA affidavit duly executed and acknowledged by Seller
certifying under penalty of perjury (a) Seller’s United States taxpayer identification number and
(b) that Seller is not a foreign person, in accordance with Section 1445 of the Internal Revenue
Code of 1986, as amended (the Foreign Investment in Real Property Tax Act).



          7.3 General Assignment. An Assignment of General Intangibles in the form attached
hereto as Exhibit “D” duly executed by Seller assigning the General Intangibles to Buyer.



          7.4 Termination of Occupancy Agreement. Two executed counterparts of a termination of
the Occupancy Agreement effective as of the Closing Date



          7.5 Assignment and Assumption of Contracts. Two executed counterparts of an
Assignment and Assumption of Contracts in the form attached hereto as Exhibit “C” duly
executed by Seller assigning those Contracts which Buyer has elected to assume pursuant to Section
5.2 hereof.



          7.6 Title Affidavit. An affidavit in form satisfactory to the Title Company duly
executed and acknowledged by Seller certifying under penalty of perjury certifying (a) that there
are no unpaid bills for labor, materials or services undertaken at or supplied to the Real Property
by or upon order of Seller or its agents, and no labor, services or materials have been undertaken
at or supplied to the Real Property, by or upon order of Seller or its agents which could be the
basis for any claims against the Real Property; (b) that no Person other than the Buyer has any
right or claim to possession of the Real Property, (c) that there has been no change in title to
the Property from and after the most current effective date of the Title Commitment and there are
no matters pending against Seller which could give rise to a lien that would attach to the
Property, and (d) any other matters as are reasonably and customarily required to induce the Title
Company to issue the Title Policy to the Buyer at Closing;



          7.7. Settlement Statement. Two executed counterparts of a settlement statement
reflecting the prorations and adjustments required pursuant to this Agreement.



          7.8. Evidence of Authorization. Evidence in form and substance reasonably
satisfactory to the Title Company and Buyer and its legal counsel that Seller is authorized to
enter into and consummate the transactions contemplated by this Agreement.



          7.9. Other Documents. All other documents reasonably required of Seller by Title
Company in order to consummate the subject transaction.



     8. Closing. On the Closing Date, Escrow Agent shall promptly perform all of the
following:



          8.1. Recording. Cause the Deed to be recorded in the public records of Miami-Dade
County, Florida.



          8.2. Buyer’s Deliveries. Deliver to Seller all of the deliveries of Buyer made
pursuant to Section 6 above.



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          8.3. Seller’s Deliveries. Deliver to Buyer all of the deliveries of Seller made
pursuant to Section 7 above.



          8.4. Costs and Prorations. Pay the costs and apply the prorations in accordance with
Sections 9 and 10 below.



          8.5. Issuance of Owner’s Policy. Cause the Title Policy to be issued and delivered
to Buyer.



          8.6. Disbursement of Purchase Price. Disburse to Seller (after making appropriate
adjustments for costs and prorations as provided in this Agreement), all funds deposited with
Escrow Agent by Buyer in payment of the Purchase Price.



     9. Costs. Seller shall pay (a) all documentary stamp, surtax and transfer taxes
payable in connection with the recordation of the Deed, and (b) the cost of recording the Deed and
all documents required pursuant to this Agreement to clear title at Closing. Buyer shall pay (w)
the cost of the title insurance premium for the Title Policy, (x) the costs associated with Buyer’s
due diligence efforts in connection with its inspections of the Property, (y) the Commissions (as
hereinafter defined), and (z) all costs associated with Buyer’s financing of the Purchase Price,
including any fees payable in connection with any loan, appraisal, title policy, etc., and with any
assumption by Buyer of the Existing Loan. Each party shall be responsible for its own attorney’s
fees.



     10. Prorations. The following shall be prorated between Buyer and Seller as of 12:01
A.M. on the Date of Occupancy, on the basis of the actual number of days during the month in which
the Date of Occupancy occurs: utility charges, and rents. Delinquent rent shall not be prorated by
Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments,
Seller shall receive all other income accrued (including without limitation delinquent rent
collected after Closing), and shall pay all other expenses accrued or incurred in connection with
the ownership or operation of the Property before the Date of Occupancy, and Buyer shall receive
all other income accruing, and shall pay all other expenses accrued or incurred in connection with
the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding
anything to the contrary in this paragraph, there shall be no proration of any amount received by
Seller before the Date of Occupancy in connection with service contracts.



With respect to the proration of real property taxes and special assessments (“Taxes”), the parties
acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are paid,
then the proration of Taxes shall be based on the 2006 tax bill and shall be prorated as of the
Closing Date taking into account the maximum allowable discount for early payment and all amounts
paid under paragraph 6(b) of the Occupancy Agreement, and (b) if the Closing occurs following the
date that 2006 taxes are paid, then there shall be no proration of Taxes.



Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to
be performed outside of Escrow as soon as possible after Closing; provided, however that the
parties agree



that they shall reprorate Taxes and all items of income and expense within thirty (30) days
following written demand by the other party. The provisions of this Section 10 shall survive the
Closing.



     11. Failure to Close.



     If Closing does not occur by reason of Buyer’s timely and proper termination of this Agreement
in accordance with Sections 5.2, 5.3, 5.4 and/or 17 hereof, Buyer is entitled to the immediate
return of the



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Deposit and all interest earned thereon upon delivery of written notice by Buyer to
Escrow Agent. If Closing does not occur by reason of a default by Seller under this Agreement,
including an Event of Default (as such term is defined in the Occupancy Agreement) under the
Occupancy Agreement, Buyer shall have the following remedies, and hereby expressly waives all other
remedies otherwise available to it at law or in equity: (i) the right to have this Agreement
specifically performed; or (ii) the right to terminate this Agreement and receive a refund of the
entire Deposit and any interest accrued thereon; or (iii) if the Seller has sold the Property
thereby making the remedy of specific performance not available to Buyer, the right to bring suit
against Seller for damages, provided, however, that Buyer’s suit for damages shall expressly
exclude any claim for punitive damages. If this Agreement is terminated as provided in this
Section, Buyer shall return to Seller, within two business days after the termination of this
Agreement, all documents and Due Diligence Items and other materials provided by Seller or its
agents to Buyer or its agents in connection with this Agreement or the Property and all copies
thereof.



     12. LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON
THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT THE CLOSING DOES NOT
OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES
AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,
(II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE
AND WILL BE REASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER IS ENTITLED TO THE DEPOSIT AS
SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES,
SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON
ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OF DOCUMENTS
IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE
CAUSED BY BUYER; (C) BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS’ FEES
AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C).



	 	 	 
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     13. Possession. Seller shall deliver possession of the Property to Buyer on the Date
of Occupancy pursuant and subject to the Occupancy Agreement and subject to the terms and
conditions herein. In the event of a conflict between the terms of the Occupancy Agreement and the
terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and
control.



     14. Seller’s Representations and Warranties. The accuracy and completeness of the
following constitute a condition to closing and Seller represents and warrants that the following
is complete and accurate as of the Effective Date, and will be complete and accurate as of the
Closing:



          14.1 Seller is duly organized, validly existing, and qualified to conduct its business and has
the legal power, right and authority to enter into this Agreement and to consummate the
transactions contemplated by



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this Agreement and, except for any internal corporate/company
approvals which may be required, which shall be received prior to Closing if required, Seller will
have taken all requisite action in connection with entering into this Agreement and the
consummation of the transactions contemplated by this Agreement and the individual executing this
Agreement on behalf of Seller will have the legal power, right, and actual authority to bind Seller
to the terms and conditions of this Agreement.



          14.2 Seller has not entered into any contracts, arrangements, licenses, concessions,
easements, or other agreements, including, without limitation, service arrangements and employment
agreements, either recorded or unrecorded, written or oral, with respect to the Property, or any
portion thereof or the use thereof, other than the contracts set forth on Schedule 14.2
attached hereto (collectively, the “Contracts”). Seller has provided Buyer with true, correct and
complete copies of the Contracts.



          14.3 Seller has no actual notice or knowledge of: (i) any pending improvement liens to be made
by any governmental authority with respect to the Property; (ii) any violations of zoning
ordinances or other governmental regulations with respect to the Property; (iii) any pending or
threatened lawsuits with respect to the Property; or (iv) any pending or threatened condemnation
proceedings with respect to the Property.



          14.4 Seller shall comply prior to the Closing Date with all laws, rules, regulations and
ordinances of all governmental authorities having jurisdiction over the Property. Seller shall be
responsible for and shall promptly pay all amounts owed for labor, materials supplied, services
rendered and/or any other bills or amounts related to Seller and Seller’s ownership and/or
operation of the Property; provided that this expressly does not include any and all such amounts
owed by Buyer (i) under the Occupancy Agreement, or (ii) as a result of its performance of its due
diligence investigations under this Agreement, or (iii) as a result of undertaking improvements at
the Property permitted under the Occupancy Agreement.



          14.5 Prior to Closing, no portion of the Property or any interest therein shall be alienated,
encumbered, conveyed or otherwise transferred, and Seller shall not enter into any contracts or
letters of intent to sell the Property or any portion thereof. Furthermore, after the expiration
of the Due Diligence Period, and provided that Buyer has not terminated this Agreement pursuant to
Section 5.2 hereof, and this Agreement has not been otherwise terminated in accordance with its
terms, Seller shall not market the Property.



          14.6 Neither the execution of this Agreement nor the consummation of the transactions
contemplated hereby will: (i) result in a breach of, or default under, any agreement to which
Seller is a party or by which the Property is bound, or (ii) violate any restrictions to which
Seller is subject.



          14.7 Seller is not a “foreign person” within the meaning of the United States tax laws and to
which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Seller shall
deliver to Buyer an affidavit to such effect, and also stating Seller’s taxpayer identification
number and the Seller’s office address. Seller acknowledges and agrees that Buyer shall be
entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and
regulations, as same may be modified and



          amended from time to time, and Seller shall act in accordance with all reasonable requirements
of Buyer to effect such full compliance by Buyer.



          14.8 There are no leases or other occupancy agreements, either written or oral, which affect
the Property and Seller has exclusive possession of the Property, except only for (i) the rights of
the Existing Tenant; provided, however, that the Existing Tenant shall have no further rights of
occupancy of the Property following August 31, 2006, (ii) the rights of the Buyer under the
Occupancy Agreement; provided, however, that the Occupancy Agreement shall be terminated prior to
Closing.



9









 





          14.9 Seller has filed, when due and in accordance with all applicable laws, all statements,
reports, returns and forms required to be filed by Seller with respect to any sales tax due in
connection with the Property and all sums (including any penalties) shown to be due on such
statements, reports, returns and forms have been paid prior to the date of this Agreement or shall
be paid prior to Closing. To Seller’s knowledge there are no pending examinations or audits of any
such returns of Seller, and the results of any prior audits did not result in the assessment of any
deficiencies or penalties which remain unpaid. The representations contained in this Section 14.9
shall survive the Closing for a period of no more than six (6) months.



          14.10 The Seller has no employees with respect to the Property.



          14.11 True, correct and complete copies of the loan documents in Seller’s possession or
control, which evidence the Existing Loan (the “Existing Loan Documents”) have been provided to
Seller. As of the Effective Date the outstanding principal balance of the Existing Loan is
$4,637,948.83. To Seller’s knowledge, Seller is not in default under any of the Existing Loan
Documents, and to Seller’s knowledge, no event has occurred which constitutes, or which with the
passage of time or the giving of notice, or both, would constitute a default under or breach of any
of the Existing Loan Documents or which would excuse performance by any parties thereto.



          14.12 To the best of Seller’s knowledge, all of the Due Diligence Items provided to Buyer are
complete copies of the same in Seller’s possession or control.



          14.13 The Existing Tenant has vacated the Property as of August 13, 2006; provided, however,
that as of the date of this Agreement the Existing Tenant’s personal property has not yet been
removed from the Property.



          14.14 The minimum earned premium is equal to half (6 months) of the total annual premium due
for the 12-month period from August 13, 2006, to August 12, 2007, and such amount is the maximum
amount that would need to be paid if Seller’s insurance policy for the Property were terminated
early.



          14.15 The provisions of this Section 14 shall survive the Closing for a period of six (6)
months after the Closing.



     15. Buyer’s Representations and Warranties. The accuracy and completeness of the
following constitute a condition to closing and Buyer represents and warrants that the following is
complete and accurate as of the Effective Date and shall be complete and accurate as of the
Closing: Buyer is duly organized, validly existing, and qualified to conduct its business and has
the legal power, right and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. Except for any internal corporate approvals which may
be required, which shall be received prior to the expiration of the Due Diligence Period if so
required, all requisite action (corporate, partnership, trust or otherwise) has been taken by Buyer
in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement. The individual
executing this Agreement on behalf of Buyer has the legal power, right, and actual authority to
bind Buyer to the terms and conditions of this Agreement. This Agreement and all documents
required by this Agreement to be executed by Buyer are and are valid, legally binding obligations
of and enforceable against Buyer in accordance with their terms.



     16. Seller’s Covenants prior to Closing.



          16.1 Seller shall not modify the agreement with the Existing Tenant or any of the Contracts or
enter into any new lease (whether written or oral), contract or other agreement affecting the
Property or



10









 







any portion thereof or the use thereof, without the prior written consent of the Buyer,
which consent may be withheld in Buyer’s sole and absolute discretion; provided, however, that no
consent shall be needed for Seller to enter into a service contract so long as (x) it is terminable
upon no more than thirty (30) days prior written notice, (y) Seller terminates the same prior to
Closing, and (z) Seller provides Buyer with a copy of such service contract immediately following
full execution of such contract. With respect to those Contracts which Buyer does not elect to
assume prior to Closing, (a) Seller shall cause such Contracts to be terminated effective as of the
Closing Date, and (b) Seller shall be responsible for any and all costs in connection with such
terminations.



          16.2 Prior to the Date of Occupancy and subject to the provisions of Section 16.1 above,
Seller shall operate the Property in the ordinary course of business prior to Date of Occupancy in
the same manner as it is currently operating the Property, and shall maintain the Property in the
same condition, wear and tear excepted. Subject to the provisions of paragraph 8 of the Occupancy
Agreement, Seller shall continue to keep the Property fully insured with Seller’s existing
coverage.



          16.3 Seller shall use its best efforts to cause the Existing Tenant’s personal property to be
removed from the Property prior to the expiration of the Due Diligence Period.



     17. Condemnation; Destruction.



          17.1 If, before the Closing, a portion of the Property is taken by eminent domain (or is the
subject of a pending or contemplated taking which has not been consummated), and suchtaking
adversely affects access to the Property or the Buyer’s intended use of the Property, then Buyer
shall have the option to either (a) terminate this Agreement upon written notice to Seller and
Escrow Agent given no later than ten (10) days after Buyer receives notice thereof, in which event
(i) neither Buyer nor Seller shall have any further rights or obligations under this Agreement
(except to the extent of any indemnities under this Agreement with respect to events occurring
before such termination, which indemnities shall survive any such termination), and (ii) Escrow
Agent shall, without requiring any further instruction from Seller, immediately return to Buyer the
Deposit and all interest accrued thereon, or (b) proceed with the Closing in which case Buyer shall
be entitled to all condemnation awards and settlements. If such taking does not adversely affect
access to the Property or the Buyer’s intended use of the Property, Buyer shall proceed to close
this transaction in accordance with this Agreement, without modification of the terms of this
Agreement, in which case Buyer shall be entitled to all condemnation awards and settlements.



          17.2 If the Property is damaged by fire or other casualty on or before the Closing Date,
Seller immediately shall notify Buyer of such damage, or if Buyer is occupying the Property
pursuant to the Occupancy Agreement, Buyer shall immediately notify Seller of such damage. If the
cost of repair or the impairment to the value of the Property is less than $750,000 (as estimated
by a licensed engineer or independent contractor reasonably acceptable to Buyer and Seller), Buyer
and Seller shall proceed to close this purchase and sale transaction in accordance with this
Agreement, without modification of its terms, in
which event Buyer shall be entitled to an assignment of the proceeds of all insurance relating
to such fire or other casualty (which shall include half of all deductibles payable related to any
claim for insurance proceeds, provided, however, that Buyer shall be responsible for paying all the
deductible payable (on any claim) up to an amount equal to fifty percent (50%) of the maximum
deductible payable under Seller’s insurance coverage (that is, 50% of $337,150.00) before Seller
shall be obligated to pay the balance, if any, of the deductible payable). If the cost of repair
of the Property so damaged, or the impairment to the value of the Property exceeds $750,000 (as
estimated by a licensed engineer or independent contractor reasonably acceptable to Buyer and
Seller), Buyer may either (a) terminate this Agreement and receive the return of the Deposit, in
which case neither party will have any additional



11









 







rights or obligations under this Agreement, or
(b) elect to proceed to close this transaction in accordance with this Agreement, without
modification of the terms of this Agreement, in which case Buyer is entitled to an assignment of
the proceeds of all insurance relating to such fire or other casualty (which shall include half of
all deductibles payable related to any claim for insurance proceeds, provided, however, that Buyer
shall be responsible for paying all the deductible payable (on any claim) up to an amount equal to
fifty percent (50%) of the maximum deductible payable under Seller’s insurance coverage (that is,
50% of $337,150.00) before Seller shall be obligated to pay the balance, if any, of the deductible
payable).



     18. Brokers. Seller and Buyer each represents and warrants to the other that there
are no real estate brokers involved in this transaction other than Antonio Puente, as agent of CB
Richard Ellis, Inc., and Fairchild Partners, Inc. (the “Brokers”) and that neither has dealt with,
negotiated through or communicated with any other broker in connection with this transaction. Upon
Closing, Buyer shall be responsible for the payment of real estate brokerage commissions to the
Brokers each in the amount of $233,750.00 (for a total of $467,500) (the “Commissions”). Seller
and Buyer each agrees to and does hereby indemnify and hold the other harmless from and against the
payment of any commission to any person or entity claiming by, through or under Seller or Buyer, as
applicable. The representations, warranties and agreements contained in this Section 18 shall
extend to any and all claims, liabilities, costs and expenses (including reasonable attorneys’ fees
and litigation costs) arising as a result of such claims and shall survive the Closing.



     19. No Reliance — As-Is. Buyer acknowledges that it is purchasing the Property
in reliance solely on: (i) Buyer’s inspection of the Real Property, the Personal Property and the
Improvements; (ii) Buyer’s independent verification of the truth of any documents made available to
Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys
engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period Buyer
will have performed all of its due diligence investigations of and with respect to the Property as
Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and
testing, physical inspections, ALTA or other surveys, and market analyses as well as Buyer’s
evaluation of the condition and status of the Personal Property and Improvements and the operation
and future prospects of the Property. Upon the date that Buyer takes occupancy of the Property
pursuant to the Occupancy Agreement, Buyer accepts the Property and all matters relating to the
Property in their “as is” condition or status as of the Closing Date, including such matters as:
soils and geological condition, topography, area and configuration of the Real Property; the age
and condition of the Improvements and Personal Property; the existence of any hazardous or toxic
substances or materials, construction defects or other matters which would or could necessitate
abatement or remediation action by the Property’s owner; any physical or mechanical defects in the
Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record,
whether or not visible upon inspection of the Property, the zoning and other land use regulations
applicable to the Property; and any other matter relating to the Property including, but not
limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer
acknowledges and agrees that Seller is not making any express or implied warranties or
representations of any kind or character with respect to the Property except for those
representations and warranties expressly set forth in this agreement or in the documents delivered
to buyer at closing. In particular but not by way of limitation, except as expressly



12









 





set forth in
this Agreement or in the documents delivered to buyer at closing, Seller makes no warranty or
representation, express or implied, relating to compliance of the Improvements with current
building codes, including without limitation those relating to updated or revised standards for
plumbing, electrical, structural or environmental matters. Buyer warrants and represents that it
has not relied on and will not rely on, either directly or indirectly, any warranty or
representation of Seller not explicitly set forth in this Agreement.



     20. Indemnity. In consideration of Seller’s permission to Buyer and its agents to
perform investigations and testing on and about the Property, Buyer shall defend, indemnify and
hold harmless Seller, Seller’s officers, employees, agents, contractors, successors, assigns, and
affiliates (collectively, the “Indemnitees”), and the Property from all claims, costs, liens,
actions and judgments (including Seller’s attorneys’ fees and defense costs) resulting from Buyer’s
investigation of the Property, its attempts to obtain any regulatory approvals in connection with
the Property, or otherwise caused by Buyer or any of its employees, agents or independent
contractors. Buyer shall, at Buyer’s sole cost, promptly repair any damage resulting from its
activities on the Property and restore the Property to their condition before Buyer or any of its
agents first entered the Property. If the Closing does not occur on or before the Closing Date for
any reason other than a breach of this Agreement by Seller, Buyer shall provide Seller, at no cost
to Seller, copies of all reports and materials derived from Buyer’s investigation of the Property.



     21. Like-Kind Exchange. Buyer shall cooperate with Seller in effecting a tax
deferred exchange of the Property under Section 1031 of the Internal Revenue Code so long as no
unreimbursed additional costs or liabilities are incurred by Buyer. Likewise, Seller shall
cooperate with Buyer in effecting a tax deferred exchange of the Property under Section 103 of the
Internal Revenue Code so long as no unreimbursed additional costs or liabilities are incurred by
Seller.



     22. Special Assessments. Any and all certified, confirmed and ratified special
assessment liens as of the Date of Occupancy (and not as of the Closing Date) shall be paid by
Seller. Pending liens as of the Date of Occupancy shall, at Closing, be assumed by Buyer.



     23. Waiver of Trial by Jury. Seller and Buyer hereby voluntarily, knowingly, and
intentionally waive any and all rights to trial by jury in any legal action or proceeding arising
under or in connection with this Agreement.



     24. Further Assurances. Each party to this Agreement shall execute and deliver all
instruments and documents and take all actions as may be reasonably required or appropriate to
carry out the purposes of this Agreement.



     25. Counterparts and Exhibits. This Agreement may be executed in counterparts, each
of which is deemed an original and all of which together constitute one document. All exhibits
attached to and referenced in this Agreement are incorporated into this Agreement.



     26. Time of Essence. Time and strict and punctual performance are of the essence
with respect to each provision of this Agreement.



     27. Attorney’s Fees. The prevailing party in any litigation, arbitration, mediation,
bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or
interpretation of this Agreement may recover from the unsuccessful party all costs, expenses, and
actual attorney’s fees



13









 







(including expert witness and other consultants’ fees and costs) relating to
or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b)
any post-judgment or post-award proceeding including, without limitation, one to enforce or collect
any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a
specific provision for the recovery of all such subsequently incurred costs, expenses, and actual
attorney’s fees. The provisions of this Section 27 shall survive the Closing.



     28. Governing Law, Venue and Jurisdiction. This Agreement is governed by and
construed in accordance with the laws of the State of Florida, irrespective of Florida’s
choice-of-law principles. Notwithstanding the location of the Property, all actions and
proceedings arising in connection with this Agreement shall be tried and litigated exclusively in
the State courts located in the County of Miami-Dade, State of Florida, which courts have personal
jurisdiction and venue over each of the parties to this Agreement for the purpose of adjudicating
all matters arising out of or related to this Agreement. Each party authorizes and accepts service
of process sufficient for personal jurisdiction in any action against it as contemplated by this
paragraph by registered or certified mail, return receipt requested, postage prepaid, to its
address for the giving of notices set forth in this Agreement.



     29. Modification. This Agreement may be modified only by a contract in writing
executed by the party to this Agreement against whom enforcement of the modification is sought.



     30. Prior Understandings. This Agreement and all documents specifically referred to
and executed in connection with this Agreement: (a) contain the entire and final agreement of the
parties to this Agreement with respect to the subject matter of this Agreement, and (b) supersede
all negotiations, stipulations, understandings, agreements, representations and warranties, if any,
with respect to such subject matter, which precede or accompany the execution of this Agreement.



     31. Interpretation. Whenever the context so requires in this Agreement, all words
used in the singular may include the plural (and vice versa) and the word “person” includes a
natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any
other entity. The terms “includes” and “including” do not imply any limitation. No remedy or
election under this Agreement is exclusive, but rather, to the extent permitted by applicable law,
each such remedy and election is cumulative with all other remedies at law or in equity. The
paragraph and section headings in this Agreement: (a) are included only for convenience, (b) do
not in any manner modify or limit any of the provisions of this Agreement, and (c) may not be used
in the interpretation of this Agreement. Each provision of this Agreement is valid and enforceable
to the fullest extent permitted by law. If any provision of this Agreement (or the application of
such provision to any person or circumstance) is or becomes invalid or unenforceable, the remainder
of this Agreement, and the application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, are not affected by such invalidity or unenforceability. For purposes of this Agreement, the term “day” means
any calendar day and the term “business day” means any calendar day other than a Saturday, Sunday
or any other day designated as a national holiday under federal law. Any act permitted or required
to be performed under this Agreement upon a particular day which is not a business day may be
performed on the next business day with the same effect as if it had been performed upon the day
appointed.



     32. Successors-in-Interest and Assigns. Buyer may not assign its rights under this
Agreement to any person or entity, without the prior written consent of Seller which consent may be
withheld in Seller’s sole and absolute discretion; provided, however, that no consent shall be
needed with respect to any transfer by Buyer to an entity in which the majority of the controlling
or managing ownership interests are owned by Buyer or by the principal owners of Buyer or by joint
venture arrangement in which Buyer



14









 







is a principal member. Buyer shall promptly notify Seller of
any such assignment and shall provide to Seller with such notification a copy of the assignment
agreement. No assignment by Buyer of any of its rights or obligations under this Agreement
relieves Buyer of any of its obligations under this Agreement unless Seller expressly agrees to
such release in writing. Any purported assignment in violation of the terms of this Agreement
shall be void Subject to the foregoing, this Agreement is binding on and inures to the benefit of
the successors-in-interest and assigns of each party to this Agreement.



     33. Notices. Each notice and other communication required or permitted to be given
under this Agreement (“Notice”) must be in writing. Notice is duly given to another party upon:
(a) hand delivery to the other party, (b) receipt by the other party when sent by facsimile to the
address and number for such party set forth below (provided, however, that the Notice is not
effective unless a duplicate copy of the facsimile Notice is promptly given by one of the other
methods permitted under this paragraph), (c) three business days after the Notice has been
deposited with the United States postal service as first class certified mail, return receipt
requested, postage prepaid, and addressed to the party as set forth below, or (d) the next business
day after the Notice has been deposited with a reputable overnight delivery service, postage
prepaid, addressed to the party as set forth below with next-business-day delivery guaranteed,
provided that the sending party receives a confirmation of delivery from the
delivery-service-provider.



	 	 	 
	If to Seller, to:

	 	7007 Palmetto Investments, Inc.
	 

	 	1500 San Remo Avenue, Suite 251
	 

	 	Coral Gables, Florida 33146
	 

	 	Attention: Mr. Jose I. Juncadella
	 

	 	Telephone: 305-668-0620
	 

	 	Telecopy: 305-668-0621
	 
	 	 
	with a copy to:

	 	Howe, Robinson & Watkins, LLP
	 

	 	501 Brickell Key Drive, Suite 504
	 

	 	Miami, Florida 33131
	 

	 	Attention: Nicolas J. Watkins, Esq.
	 

	 	Telephone: 305-377-1274
	 

	 	Telecopy: 305-377-1422
	 
	 	 
	If to Buyer, to:

	 	Spanish Broadcasting System, Inc.
	 

	 	2601 S. Bayshore Drive, PH 2
	 

	 	Miami, Florida 33133
	 

	 	Attention: Raul Alarcon, Jr.
	 

	 	Telephone: 305-443-9090
	 

	 	Telecopy: 305-444-2179
	 
	 	 
	with a copy to:

	 	Greenberg Traurig, P.A.
	 

	 	1221 Brickell Avenue
	 

	 	Miami, Florida 33131
	 

	 	Attention: Joel Goldman, Esq.
	 

	 	Telephone: 305-579-0828
	 

	 	Telecopy: 305-961-5828
	 
	 	 
	If to Escrow Agent, to:

	 	Greenberg Traurig, P.A.
	 

	 	1221 Brickell Avenue
	 

	 	Miami, Florida 33131
	 

	 	Attention: Joel Goldman, Esq.
	 

	 	Telephone: 305-579-0828
	 

	 	Telecopy: 305-961-5828






15









 






Each party shall make a reasonable, good faith effort to ensure that it will accept or receive
Notices to it that are given in accordance with this paragraph. A party may change its address for
purposes of this paragraph by giving the other party(ies) written notice of a new address in the
manner set forth above.



     34. Waiver. Any waiver of a default or provision under this Agreement must be in
writing. No such waiver constitutes a waiver of any other default or provision concerning the same
or any other provision of this Agreement. No delay or omission by a party in the exercise of any
of its rights or remedies constitutes a waiver of (or otherwise impairs) such right or remedy. A
consent to or approval of an act does not waive or render unnecessary the consent to or approval of
any other or subsequent act.



     35. Drafting Ambiguities. Each party to this Agreement and its legal counsel have
reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved
against the drafting party or in favor of the party receiving a particular benefit under an
agreement may not be employed in the interpretation of this Agreement or any amendment to this
Agreement.



     36. Third Party Beneficiaries. Nothing in this Agreement is intended to confer any
rights or remedies on any person or entity other than the parties to this Agreement and their
respective successors-in-interest and permitted assignees.



     37. Radon Gas Notice. Pursuant to Section 404.056(8), Florida Statutes, Seller hereby
makes, and Buyer hereby acknowledges, the following notification:



     RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it over
time. Levels of radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained from your county
public health unit.



     38. Confidentiality. Buyer and Seller shall keep confidential and shall not disclose
(i) the terms of the transaction contemplated by this Agreement, including, without limitation, the
Purchase Price and all other financial terms, or (ii) the Due Diligence Items or the information
contained in them, without the prior written consent of the other except (1) to Buyer’s and
Seller’s respective directors, officers, partners,



     members, employees, legal counsel, accountants, engineers, architects, financial advisors,
lender(s) and similar professionals and consultants to the extent such party deems it necessary and
appropriate in connection with the transaction contemplated hereby, (2) where such information is
not a part of the public domain, or (3) as otherwise required by law or regulation.



     39. Instructions to Escrow Agent. This Agreement constitutes instructions to Escrow
Agent.



          39.1 Escrow Agent shall not be bound in any way by any other agreement or contract between
Seller and Buyer, whether or not Escrow Agent has knowledge thereof. Escrow Agent’s only duties
and responsibilities with respect to the Deposit shall be to hold the Deposit and other documents
delivered to it as agent and to dispose of the Deposit and such documents in accordance with the
terms of this Agreement. Escrow Agent may, at the expense of Seller and Buyer, consult with
counsel and accountants in connection with its duties under this Agreement. Escrow Agent shall not
be liable to the parties hereto for any act taken, suffered or permitted by it in good faith in
accordance with the advice of counsel and



16









 







accountants. Escrow Agent shall not be obligated to take
any action hereunder that may, in its reasonable judgment, result in any liability to it unless
Escrow Agent shall have been furnished with reasonable indemnity satisfactory in amount, form and
substance to Escrow Agent.



          39.2 Seller and Buyer hereby indemnify Escrow Agent and hold it harmless from and against any
and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees, or charges of any character or nature, which it may
incur or with which it may be threatened, directly or indirectly, arising from, or in any way
connected with, this Agreement, and Buyer and Seller further indemnify Escrow Agent against any and
all expenses, including attorneys’ fees and costs, whether suit be brought or not and whether at
the pretrial, trial or appellate levels, and the cost of defending any action or resisting any
claim, whether litigation is actually instituted.



          39.3 All parties to this Agreement acknowledge and agree that Escrow Agent shall not be
liable to any party or person whomsoever for any action taken in good faith, including, but not
limited to, the misdelivery to Buyer or Seller of documents or funds subject to escrow hereunder,
unless such action, including misdelivery, shall be due to willful and malicious breach of this
Agreement or gross negligence on the part of Escrow Agent. Escrow Agent is acting as a stakeholder
only with respect to the Deposit. If there is any dispute as to whether Escrow Agent is obligated
to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not make
any delivery, but shall hold the Deposit until receipt by Escrow Agent of an authorization in
writing, signed by all the parties having an interest in the dispute, directing the disposition of
the Deposit, or, in the absence of authorization, Escrow Agent shall hold the Deposit until the
final determination of the rights of the parties in an appropriate proceeding. Escrow Agent shall
have no responsibility to determine the authenticity or validity of any notice, instruction,
instrument, document or other item delivered to it, and it shall be fully protected in acting in
accordance with any written notice, direction or instruction given to it under this Agreement and
believed by it to be authentic. If written authorization is not given, or proceedings for a
determination are not begun, within thirty (30) days after the Closing Date and diligently
continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for
leave to deposit the Deposit with a court of the State of Florida pending a determination. Escrow
Agent shall be reimbursed for all costs and expenses of any action or proceeding, including,
without limitation, attorneys’ fees and disbursements incurred in its capacity as Escrow Agent, by
the party determined not to be entitled to the Deposit. Upon making delivery of the Deposit in the
manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. In no
event shall Escrow Agent be under any duty to institute, defend or participate in any proceeding
that may arise between Seller and Buyer in connection with the Deposit. The parties recognize
that the Escrow Agent is the law firm representing Buyer, and hereby agree that such law firm may
continue to represent Buyer in any litigation pursuant to this Agreement. The Escrow Agent
shall not be liable for any failure of the depository.



[The remainder of this page is intentionally left blank.]




17









 








IN WITNESS WHEREOF, this Agreement has been executed by Buyer and Seller on the dates shown below.



SELLER:




7007 PALMETTO INVESTMENTS, LLC

a Florida limited liability company



	 	 	 	 	 	 
	 	 	 
	 	By:  	Jose I. Juncadella, P.A.,
 	 
	 	 	a Florida professional association, 	 
	 	 	Manager 	 
	 




	 	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ Jose I. Juncadella
 	 
	 	 	Jose I. Juncadella, President 	 
	 	 	 	 
	 




Date: August 24, 2006








BUYER:




SPANISH BROADCASTING SYSTEM, INC.,

a Delaware corporation



	 	 	 	 	 	 
	 	 	 
	 	By: 	/s/ Raul Alarcon 	 
	 	 	Print name: Raul Alarcon	 
	 	 	Title: President & CEO 	 
	 



Date: August 24, 2006





18









 








BROKERS’ ACKNOWLEDGMENT




The undersigned real estate brokers acknowledge and agree that neither is entitled to any
commission or other compensation in connection with this Agreement or the Property unless and until
the sale transaction contemplated by the foregoing Agreement is consummated. The undersigned waive
any claims against Seller for and agree to hold Seller harmless from any compensation arising out
of this transaction.



	 	 	 
	CB Richard Ellis, Inc.

	 	Fairchild Partners, Inc.
	 
	 	 
	By: /s/ Scott Sime

	 	By: /s/ Jose I. Juncadella
	 

	 	 
	 
	 	 
	Name: Scott Sime

	 	Name: Jose I. Juncadella
	 

	 	 
	 
	 	 
	Title: Managing Director

	 	Title: President
	 

	 	 
	 
	 	 





	 	 	 
	/s/ Antonio Puente


	 

Antonio Puente, Agent of CB Richard Ellis, Inc.

	 	 






CONSENT AND ACCEPTANCE OF ESCROW AGENT




The undersigned acknowledges having received an executed original of this Agreement (or
counterparts thereof) and the Deposit on _______________________, 2006.



The undersigned hereby consents to and accepts the instructions set forth in the above Agreement
for Purchase and Sale.



     Greenberg Traurig, P.A.



	 	 	 
	By: /s/ Joel Goldman

 


	 	 
	 
	 	 
	Name: Joel Goldman
	 	 
	 

	 	 
	 
	 	 
	Title: Shareholder
	 	 
	 

	 	 







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