Exhibit 10.7
FIRST AMENDMENT
TO TIME BROKERAGE AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") is made as of the 15th day of
June, 1999, by and among Manahawkin Communications Corporation ("Licensee"), the
permittee of the FM radio station on 105.7 MHz, Manahawkin, New Jersey, Jersey
Devil Broadcasting, Inc. ("Jersey Devil"), Southern Ocean Broadcasting, Inc.
("Southern Ocean"), and Great American Communications Co. ("Great American")
(collectively the "Licensee Shareholder Corporations"), and Nassau Broadcasting
Partners, L.P. ("Broker"). Licensee, Licensee Shareholder Corporations, and
Broker are hereinafter collectively referred to as the "Parties".
RECITALS
WHEREAS, the Parties entered into a certain Time Brokerage Agreement dated
February 12, 1997 (the "Agreement"), which sets forth their agreements regarding
Broker's use of broadcasting time and the grant of an option by Licensee and
Licensee Shareholder Corporations to Broker for the purchase of the issued and
outstanding shares of the capital stock of Licensee;
WHEREAS, the Parties also entered into a certain Option Agreement dated
February 12, 1997 (the "Option Agreement") and have fulfilled each of their
obligations thereunder, except that Nassau has not yet paid to Southern Ocean
its portion of the Option Payment, as defined in the original Section 18 of the
Agreement, to secure the Option and the extension of time in which to make such
payment has expired pursuant to Section 7(c) of the Option Agreement; and
WHEREAS, Jersey Devil and Great American hereby acknowledge receipt of
their respective portions of the Option Payment, as defined in the original
Section 18 of the Agreement and that Broker has secured the Option with respect
to their stock in Licensee and that the Option continues in full force and
effect as to Jersey Devil and Great American; and
WHEREAS, Nassau desires to secure the Option to acquire the stock of
Licensee owned by Southern Ocean; and
WHEREAS, as of the date hereof, Licensee, Licensee Shareholder Corporations
and Broker continue to be the only parties to the Agreement; and
WHEREAS, in light of new regulations adopted by the Federal Communications
Commission ("FCC"), the Parties desire to amend the Agreement on the terms and
conditions hereinafter set forth; and
WHEREAS, Section 22 of the Agreement requires that any modification or
amendment of the Agreement be in the form of an written instrument executed by
all the Parties.
NOW, THEREFORE, in consideration of the agreements herein contained, and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties hereto do hereby agree to amend the Agreement
as follows:
1. Definitions. For the purposes of this Amendment, all capitalized terms
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used herein shall have the meanings set forth in the Agreement.
2. Perfection of Option on Southern Ocean Stock. Southern Ocean hereby
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agrees to seek any and all necessary approvals of the United States Bankruptcy
Court for the District of New Jersey, Trenton Division (the "Bankruptcy Court")
in order for Nassau to proceed with acquiring the Option to acquire Southern
Ocean's stock in Licensee. No later than ten (10) business days from the date of
this First Amendment, Southern Ocean will cause to be filed the necessary motion
to obtain the approval of the Bankruptcy Court. Upon receipt of an order from
the Bankruptcy Court approving Nassau's acquisition of the Option, Nassau will
pay Southern Ocean the sum of Three Hundred Fifty-Seven Thousand One Hundred
Twenty-Five Dollars and no Cents ($357,125.00) (the "Option Acquisition
Payment"). Upon receipt of the Option Acquisition Payment by Southern Ocean,
Nassau will have a fully vested Option in Southern Ocean's shares of Licensee.
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3. Amendment to the Agreement. Effective the date hereof, Section 18.1
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of the Agreement shall be amended by deleting such Section and inserting the
following Section 18.1 in lieu thereof:
18.1. Purchase Option. The Licensee grants to Broker, Broker's
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assignee or designee an option to acquire the stock of Licensee's Shareholder
Corporations (the "Option"). The term of the Option shall run from February 16,
1999, which is the effective date of the FCC's Report and Order in MM Docket
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▇▇. ▇▇-▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ (1998), which eliminated the prohibition against
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the sale of an unbuilt station, until the date that is one (1) year from the
date of the filing of the Form 302-FM application (or successor application
form) for license to cover the Station's construction permit, without regard to
whether any of the other terms of this Agreement remain in effect (the "Option
Term"). The Option shall entitle Broker to purchase the stock of Licensee's
Shareholder Corporations for the aggregate amount of Four Million Six Hundred
Seventy-Five Thousand Dollars and no cents ($4,675,000.00) (the "Option Price").
If Broker exercises the Option, Broker will deliver to each of Licensee's
Shareholder Corporations in which the Option is being exercised the sum of Four
Hundred Thousand Dollars and No Cents ($400,000.00) (each such exercise payment
hereafter the "Deposit Payment") in immediately available funds. Broker shall
deliver the Deposit Payment simultaneously with written notice to Licensee of
the exercise of the Option. In the event that Broker were to exercise the
Option, the FCC were to approve a transfer of control of the FCC Licenses, and
the Parties were to consummate the sale of the stock of the Licensee's
Shareholder Corporations, the Option Payment and the Deposit Payments to each
Licensee Shareholder Corporation will be credited toward the Option Price paid
to such Licensee Shareholder Corporation. The Option must be exercised in
writing in accord with Section 29 of the Agreement. Upon receipt of the notice
of exercise of the Option by the Broker, each Licensee Shareholder Corporation
in which Broker has exercised the Option shall execute the Stock Purchase
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Agreement in the form attached as an Exhibit to this First Amendment no later
than five (5) business days after the receipt by Licensee of written notice of
Broker's exercise of the Option. Consummation of any such transaction will not
occur until receipt of all required FCC approvals. In light of the necessity of
obtaining the prior approval of the Bankruptcy Court for acquisition of the
Option as it relates to Southern Ocean, it is specifically contemplated that the
exercise of the Option to acquire the Southern Ocean stock would occur at a date
later than the exercise of the Option as it relates to the other Licensee
Shareholder Corporations. This Section 18 survives any termination of this
Agreement for whatever cause, unless mutually agreed otherwise.
4. The parties acknowledge that it is the express intention of Broker to
exercise the option at the earliest possible date following the execution of
this First Amendment.
5. In all other respects, the Agreement remains unchanged and in full
force and effect.
IN WITNESS WHEREOF, each of Licensee, Licensee's Shareholder Corporations,
and Broker has caused this Amendment to be duly executed and delivery in its
name and on its behalf as of the day first written above.
LICENSEE
MANAHAWKIN COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
BROKER
NASSAU BROADCASTING PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Chairman
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SHAREHOLDER
GREAT AMERICAN COMMUNICATIONS CO.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SHAREHOLDER
JERSEY DEVIL BROADCASTING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SHAREHOLDER
SOUTHERN OCEAN BROADCASTING, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
President
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