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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Goldman Sachs Credit Partners LP; Kzjl License Corp

Date:

2003

Size:

146KB total

Price:

$72

ID:

#1908187

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Financial

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ASSET PURCHASE AGREEMENT

Among

ARIES COMMUNICATIONS, INC.

ORANGE BROADCASTING CORP.

LBI MEDIA, INC.

LIBERMAN BROADCASTING, INC.

AND

LBI RADIO LICENSE CORP.

RELATING TO THE ACQUISITION OF KMXN-FM

Dated December 19, 2002

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1

1.1	Definitions	1

1.2	Knowledge	5

ARTICLE II PURCHASE AND SALE OF ASSETS		5

2.1	Assets to be Conveyed	5

2.2	Excluded Assets and Liabilities	6

ARTICLE III PURCHASE PRICE; METHOD OF PAYMENT; ESCROW DEPOSIT		7

3.1	Purchase Price	7

3.2	Liabilities Assumed	7

3.3	Escrow Deposit	7

3.4	Buyer?s Remedies	8

3.5	Allocation	9

3.6	Prorations	9

ARTICLE IV REPRESENTATIONS AND WARRANTIES BY SELLER		9

4.1	Organization and Standing	9

4.2	Authorization	9

4.3	Permits; FCC Licenses	10

4.4	Purchased Assets	12

4.5	Insurance	12

4.6	Litigation	13

4.7	Contracts	13

4.8	Insolvency	13

4.9	Reports	13

4.10	No Defaults	13

4.11	Disclosures	14

4.12	Environmental Compliance	14

4.13	Intellectual Property	14

4.14	Brokers	15

4.15	Prepaid Expenses	15

4.16	Financial Statements	15

TABLE OF CONTENTS

(continued)


4.17	Indebtedness	16

ARTICLE V REPRESENTATIONS AND WARRANTIES BY BUYER AND LBI MEDIA		16

5.1	Status	16

5.2	No Defaults	16

5.3	Authorization	16

5.4	Brokers	17

5.5	Qualification as a Broadcast Licensee	17

5.6	Litigation	17

5.7	Approvals and Consents	17

ARTICLE VI COVENANTS OF SELLER		17

6.1	Affirmative Covenants of Seller	17

6.2	Negative Covenants of Seller	19

6.3	Financial Information	20

ARTICLE VII ADDITIONAL AGREEMENTS		21

7.1	Application for Commission Consent; Other Consents	21

	7.1.1 FCC Consent	21

	7.1.2 Other Governmental Consents	21

	7.1.3 Control of the Station	21

7.2	Mutual Right to Terminate	21

7.3	Buyer?s Right to Terminate	22

7.4	Seller?s Right to Terminate	22

7.5	Risk of Loss	22

7.6	Transfer Taxes and FCC Filings; Expenses; Bulk Sales.	23

ARTICLE VIII CLOSING CONDITIONS		24

8.1	Conditions Precedent to Buyer?s Obligations	24

	8.1.1 Commission Approval	24

	8.1.2 Representations and Warranties	24

	8.1.3 Performance	24

	8.1.4 FCC Licenses	24

TABLE OF CONTENTS

(continued)


	8.1.5 Consents	25

	8.1.6 Litigation and Insolvency	25

	8.1.7 Financial Information	25

	8.1.8 Guarantee	25

	8.1.9 Deliveries	25

8.2	Conditions Precedent to Seller?s Obligations	26

	8.2.1 Commission Approval	26

	8.2.2 Representations and Warranties	26

	8.2.3 Performance	26

	8.2.4 Litigation and Insolvency	26

	8.2.5 Deliveries	26

ARTICLE IX ITEMS TO BE DELIVERED AT THE CLOSING		26

9.1	Seller?s Performance At Closing	26

9.2	Buyer?s Performance at Closing	28

ARTICLE X INDEMNIFICATION		29

10.1	Indemnification by Seller	29

10.2	Indemnification by LBI Media and Buyer	30

10.3	Third-Party Claims	30

10.4	Survival of Representations and Warranties	31

ARTICLE XI MISCELLANEOUS PROVISIONS		31

11.1	Notices	31

11.2	Benefit and Assignment	32

11.3	Public Announcements	33

11.4	Other Documents	33

11.5	Appendices	33

11.6	Construction	33

11.7	Counterparts	33

11.8	Headings	33

11.9	Entire Agreement	33

iii

TABLE OF CONTENTS

(continued)

SCHEDULE 4.6		Litigation
SCHEDULE I		Identification of Contracts to be Assumed
SCHEDULE II		List of all Permits and FCC Licenses
SCHEDULE III		List of Required Consents
SCHEDULE IV		Identification of Principal Items of Tangible Personal Property
SCHEDULE V		Allocation of the Purchase Price
SCHEDULE VI		Insurance Coverage Maintained by Seller on the Purchased Assets
SCHEDULE VII		Identification of Intellectual Property
SCHEDULE VIII		Schedule of Prepaid Expenses
SCHEDULE IX		INTENTIONALLY OMITTED
SCHEDULE X		Specified Employees
SCHEDULE XI		Information Requests

EXHIBIT A-1		Form of Personal Guarantee
EXHIBIT A-2		Form of Corporate Guarantee
EXHIBIT B		Legal Opinion of Seller?s Counsel
EXHIBIT C		Legal Opinion of Seller?s FCC Counsel
EXHIBIT D		Legal Opinion of LBI Entities? Counsel
EXHIBIT E		Form of KMXN-FM LMA
EXHIBIT F		Form of Estoppel and Consent
EXHIBIT G		Form of Escrow Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into this 19th day of December, 2002, by and among Aries Communications, Inc, a California corporation (?Astor?) and Orange Broadcasting Corp., a California corporation (?Astor KMXN Sub?), on the one hand, and LBI Media, Inc., a California corporation (?LBI Media?), Liberman Broadcasting, Inc., a California corporation (?LBI?), and LBI Radio License Corp., a California corporation (?LBI Sub?), on the other. Astor and Astor KMXN Sub are referred to collectively as ?Seller,? and LBI and LBI Sub are referred to collectively as ?Buyer.?

W I T N E S S E T H:

WHEREAS, Seller owns certain assets used or held for use in connection with the operation of radio station KMXN-FM, (94.3 FM, Garden Grove, California) (the ?Station?) and Seller desires to sell and assign to Buyer the Station and its related assets, and the licenses, permits and other authorizations issued by the Federal Communications Commission (the ?FCC? or ?Commission?) for or in connection with the operation of the Station (the ?FCC Licenses?); and

WHEREAS, LBI Sub desires to acquire the FCC Licenses and LBI desires to acquire from Seller all the other assets relating to the Station; and

WHEREAS, the FCC Licenses may not be assigned to LBI Sub without the prior written consent of the Commission.

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