EX-10.3 Second Amendment dated October 25, 2006



 





SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE




     THIS SECOND AMENDMENT (“Amendment”) is made as of the 25th day of October, 2006, by and between
7007 PALMETTO INVESTMENTS, LLC, a Florida limited liability company (“Seller”) and SBS MIAMI
BROADCAST CENTER, INC., a Delaware corporation (“Buyer”) (Buyer and Seller, together, the
“Parties”).



W H E R E A S:




     A. Spanish Broadcasting System, Inc., a Delaware corporation (“SBS”) and Seller entered into
that certain Agreement for Purchase and Sale, dated as of August 24, 2006, as amended by that
certain Amendment to Agreement for Purchase and Sale, dated as of September 25, 2006 (as amended,
the “Agreement”) for 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 in the Agreement.



     B. SBS assigned its interest in the Agreement to Buyer pursuant to that certain Assignment and
Assumption of Agreement by and between SBS and Buyer of even date herewith.



     C. The Parties desire to amend the Agreement in certain respects as set forth below.



     NOW, THEREFORE, in consideration of the mutual promises and agreements below, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby further agree as follows:



     1. The foregoing recitals are true and correct and are incorporated herein in their entirety.



     2. This Amendment shall be deemed a part of, but shall take precedence over and supersede any
provisions to the contrary contained in the Agreement. All initial capitalized terms used in this
Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided.



     3. The form of Occupancy Agreement attached as Exhibit “B” to the Agreement is hereby
deleted and replaced by the form of Occupancy Agreement attached hereto as Exhibit “A” and
made a part hereof. All references in the Agreement to Exhibit B shall be deemed to refer
to Exhibit A hereof.



     4. Seller hereby acknowledges receipt of Buyer’s title objection letter dated October 16,
2006, which included an objection to Buyer accepting title to the Property subject to that certain
Memorandum of Agreement dated as of September 24th, 1998, by and between Machinery
Partners Finance, Ltd., a Florida limited partnership (“MPF”), ADP, Inc., a Delaware corporation,
and N.W. 74th Avenue Associates, a Florida



 









 







general partnership, recorded in Official Records Book 18304, at Page 0193, of the Public
Records of Miami-Dade County, Florida (the “Roadway Improvements Memo”). In order to satisfy
Buyer’s title objection to the Roadway Improvements Memo, Seller hereby agrees, at Seller’s sole
cost and expense, to use commercially reasonable good faith diligent efforts to obtain from MPF
prior to Closing (i) a recordable termination of the Roadway Improvements Memo in the form attached
hereto as Exhibit “B” or in such other form as is reasonably acceptable to the Buyer (the
“Termination”), and (ii) a replacement Easement Agreement in the form attached hereto as
Exhibit “C” or such other form as is reasonably acceptable to the Buyer, which instrument
shall grant to MPF a non-exclusive easement over the North 35 feet of the Property for pedestrian
and vehicular access and provide for the reasonable sharing of the costs to maintain, repair and
replace the existing roadway (which shall require MPF to fund no less than 50% of such costs) (the
“Easement Agreement”). Buyer agrees to cooperate in good faith with Seller in Seller’s
efforts to enter into the Termination and the Easement Agreement, provided Buyer shall incur no
costs or liabilities in connection therewith. Seller agrees not to file any lawsuit against MPF
prior to Closing. In the event Seller is unable to obtain and deliver on or before Closing the
Termination and the Easement Agreement, the Seller shall deposit with the Escrow Agent at Closing
an amount equal to $250,000.00 which will be held by Escrow Agent pursuant to the terms of a
separate escrow agreement in the form attached hereto as Exhibit “D”.



     5. Seller acknowledges that the records of Miami-Dade County show that that there are open
and/or expired permits (the “Open Permits”) against the Property as of the date hereof, as shown on
Exhibit “E” attached hereto. Accordingly, Seller hereby agrees, at Seller’s sole cost and
expense, to use commercially reasonable good faith diligent efforts to close out the Open Permits
and provide reasonable evidence to Buyer of the final closure of the same. In the event that the
Seller should fail to close out all of the Open Permits prior to Closing, Seller shall remain
obligated hereunder to close out all of the Open Permits, and agrees to continue to use
commercially reasonable good faith diligent efforts to close out the Open Permits after Closing,
and to provide reasonable evidence to Buyer of the final closure of the same. The provisions of
this paragraph 5 shall survive Closing.



     6. This Amendment may be executed in several counterparts, each of which shall be deemed an
original, but all constituting only one agreement. Facsimile copies of this Amendment shall be
deemed to have the same force and effect as original hard copies of the same.



     7. Except as specifically modified hereby, all of the provisions of the Agreement which are
not in conflict with the terms of this Amendment shall remain in full force and effect.



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     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 	 	 
	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	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jose I. Juncadella	 	 
	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	BUYER:	 	SBS MIAMI BROADCAST CENTER, INC.,
 a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Raul Alarcon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Raul Alarcon	 	 
	 	 	Title: President and CEO