EXHIBIT 2.2
AMENDMENT NO. 3
TO
ASSET PURCHASE AND SALE AGREEMENT
This Amendment No. 3 to Asset Purchase and Sale Agreement (this
"Amendment") is made and entered into as of June 30, 1999 by and among ▇▇▇▇▇▇
Companies Inc., a Washington corporation ("FCI"), ▇▇▇▇▇▇ Broadcasting Inc., a
Washington corporation ("FBI"), ▇▇▇▇▇▇ Broadcasting - Fresno, L.L.C., a Delaware
limited liability company ("▇▇▇▇▇▇ - Fresno"), and ▇▇▇▇▇▇ Broadcasting -
Georgia, L.L.C., a Delaware limited liability company ("▇▇▇▇▇▇ - Georgia")
(collectively, the "Purchaser"), Retlaw Enterprises, Inc., a California
corporation ("REI"), and Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of
Boise, L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of
Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw Broadcasting
of Eugene, L.L.C., Retlaw Broadcasting of Columbus, L.L.C. and Retlaw
Broadcasting of Augusta, L.L.C., each a Delaware limited liability company
(collective with REI, the "Sellers").
RECITALS
WHEREAS, the Purchaser and the Sellers are parties to that certain Asset
Purchase and Sale Agreement dated as of November 18, 1998, as amended by
Amendment No. 1 dated November 30, 1998 and Amendment No. 2 dated December 7,
1998 (collectively, the "Purchase Agreement"); and
WHEREAS, the Purchaser and the Sellers desire to further amend the Purchase
Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. Closing; Effective Time. Section 2.6 of the Purchase Agreement
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is hereby deleted in its entirety and replaced with the following:
Closing; Effective Time. The purchase and sale of the
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Acquisition Assets (the "Closing") shall take place at the
offices of ▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ at 10:00 A.M., local time on July 1, 1999 (the
"Closing Date"). The effective time of the transfer to the
Purchaser of the Acquisition Assets and the Stations shall be
deemed to occur at 12:00:01 A.M., local time, on the Closing Date
(the "Effective Time").
SECTION 2. CBS Agreements regarding Microwave Truck and Ku Uplink. The
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CBS agreements to reimburse $150,000 to Retlaw of Boise, LLC for a digital SNG
vehicle and $80,000 to Retlaw of Yakima, LLC for a fixed Ku Uplink, as described
in the letter dated
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December 17, 1998 from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director, Planning & Administration,
CBS Television, to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, REI, are each considered
an Acquisition Asset and an Assumed Contract, the benefits of which will be
assigned FBI, and the liabilities of which will be assumed by FBI, upon Closing.
SECTION 3. Lewiston Transmitter Site. The parties acknowledge that Retlaw
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Broadcasting of Yakima, L.L.C. purchased the transmitter site located in
Lewiston, Idaho, as legally described on the attached Exhibit A (the "Lewiston
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Transmitter Site") on April 1, 1999, in accordance with the terms of the
Purchase and Sale Agreement dated January 29, 1999, between Retlaw Broadcasting
of Yakima, L.L.C. and ▇▇▇ ▇▇▇▇▇ in consideration for payment by Retlaw
Broadcasting of Yakima, L.L.C. of $50,000 and $2,910 in costs. The Lewiston
Transmitter Site is considered Real Property which will be conveyed free of all
liens and encumbrances to FBI upon Closing. The Purchase Price payable by
Purchaser upon Closing is increased by $52,910.
SECTION 4. Weather Central Group Data Agreement. Pursuant to an Agreement
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dated April 29, 1999 between Retlaw Broadcasting, L.L.C. and Weather Central
Inc. ("Weather"), Retlaw agreed to buy certain products from Weather for
installation and use at KJEO-Fresno, CA, KVAL-Eugene, OR, KIMA-Yakima, WA, and
KBCI-Boise, ID. Retlaw Broadcasting, L.L.C. and FBI have agreed to each pay one
half of the costs, estimated to be $260,000, associated with the purchase of the
products from Weather, which products are considered Acquisition Assets to be
conveyed to FBI upon Closing. The parties acknowledge that Sellers have already
paid $195,000 of the costs, and FBI will reimburse its share ($65,000) of such
costs to Retlaw.
SECTION 5. ▇▇▇▇▇▇ LLCs.
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a. On February 24, 1999, FBI formed the following two (2) wholly
owned limited liability companies: ▇▇▇▇▇▇ Broadcasting - Fresno, L.L.C.
("▇▇▇▇▇▇-Fresno") and ▇▇▇▇▇▇ Broadcasting - Georgia, L.L.C. ("▇▇▇▇▇▇-Georgia"),
each a Delaware limited liability company.
b. In accordance with Section 13.13 of the Purchase Agreement, FBI
assigns and transfers to ▇▇▇▇▇▇-Fresno all of FBI's right, title and interest to
purchase the assets of Retlaw Broadcasting of Fresno, L.L.C. under the Purchase
Agreement.
c. In accordance with section 13.13 of the Purchase Agreement, FBI
assigns and transfers to ▇▇▇▇▇▇-Georgia all of FBI's right, title and interest
to purchase the assets of Retlaw Broadcasting of Augusta, L.L.C. and Retlaw
Broadcasting of Columbus, L.L.C. under the Purchase Agreement.
▇. ▇▇▇▇▇▇-Fresno and ▇▇▇▇▇▇-Georgia each assume and agree to perform
and be bound by the terms, conditions and provisions contained in the Purchase
Agreement.
e. Notwithstanding the foregoing, FBI will remain liable for its
duties and obligations under the Purchase Agreement.
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SECTION 6. Closing Balance Sheet. Attached to this Amendment as Exhibit B
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is the Closing Balance Sheet in accordance with Section 3.2 of the Agreement.
SECTION 7. New Retlaw Subsidiary. Section 4.1(f) of the Agreement is
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hereby amended by adding to the end of the first sentence thereof the following
language: "and Retlaw Enterprises L.L.C., a Delaware limited liability company
wholly owned by REI."
SECTION 8. Environmental Clean-Up. Sellers agreed to perform certain
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environmental clean-up prior to Closing relating to the Real Property and to the
operation of the Stations. Sellers have not completed all such clean-up items
prior to Closing. Sellers and Purchaser have agreed to close subject to Sellers'
agreement to complete the items on Exhibit C attached hereto in accordance with
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this paragraph. Sellers hereby agree, subject to the terms and limitation of the
Agreement, to use its best efforts to complete the items on Exhibit C on which
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follow-up action is indicated and to complete such work to Purchaser's
reasonable satisfaction as soon as reasonably practicable after Closing but, in
any event, no later than sixty (60) days after Closing.
SECTION 9. Miscellaneous.
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a. This Amendment is hereby incorporated into the Purchase Agreement
by reference and supersedes any provisions of the Purchase Agreement that are
contrary to this Amendment.
b. Except as modified by this and other amendments, the Purchase
Agreement remains in full force and effect.
c. The headings used in this Amendment have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
This Amendment shall be governed by and construed in accordance with the Laws of
the State of Delaware applicable to a contract executed and performed in such
State, without giving effect to the conflicts of laws principles thereof. This
Amendment may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.
d. Unless otherwise defined in this Amendment, all capitalized terms
used herein shall have the meanings respectively ascribed to them in the
Purchase Agreement.
[signatures appear on next page.]
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PURCHASER
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▇▇▇▇▇▇ COMPANIES INC., a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., President and CEO
▇▇▇▇▇▇ BROADCASTING INC., a Washington corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and CEO
▇▇▇▇▇▇ BROADCASTING - FRESNO, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
▇▇▇▇▇▇ BROADCASTING - GEORGIA, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
SELLERS
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RETLAW ENTERPRISES, INC., a California corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, Broadcasting
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RETLAW BROADCASTING, L.L.C., a Delaware limited liability
company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, Broadcasting
RETLAW BROADCASTING OF BOISE, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
RETLAW BROADCASTING OF FRESNO, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
RETLAW BROADCASTING OF IDAHO FALLS, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
RETLAW BROADCASTING OF YAKIMA, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
RETLAW BROADCASTING OF EUGENE, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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RETLAW BROADCASTING OF COLUMBUS, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
RETLAW BROADCASTING OF AUGUSTA, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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