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Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is made
and entered into as of September 30, 2000, by and among (i) DICK BROADCASTING
COMPANY, INC. OF TENNESSEE, a Tennessee corporation ("DBC of Tennessee"); (ii)
DICK BROADCASTING COMPANY, INC. OF ALABAMA, a Tennessee corporation ("DBC of
Alabama"); (iii) DFT REALTY, a Tennessee general partnership ("Knoxville R/P
Holder"); (iv) DFT REALTY II, LLC, a Tennessee limited liability company
("Alabama R/P Holder"); (v) JAMES ALLEN DICK, SR., JAMES ALLEN DICK, JR.,
CHARLES ARTHUR DICK, EMILY DICK McALISTER and JEANNETTE DICK HUNDLEY
(collectively, "Stockholders"); and (vi) CITADEL BROADCASTING COMPANY, a Nevada
corporation ("Citadel").
RECITALS:
WHEREAS, DBC of Tennessee, DBC of Alabama, Dick Broadcasting Company,
Inc. of Nashville ("DBC of Nashville"), Dick Radio Alabama, Inc. ("DR Alabama"),
Knoxville R/P Holder, Alabama R/P Holder, Stockholders and Citadel are parties
to that certain Asset Purchase Agreement made effective as of April 30, 2000
pursuant to which Citadel agreed to acquire from Sellers, and Sellers agreed to
sell to Citadel, radio stations serving the Knoxville, Tennessee, Nashville,
Tennessee and Birmingham, Alabama markets (the "Purchase Agreement"); and
WHEREAS, DBC of Nashville and DR Alabama have each been merged with and
into DBC of Tennessee, with DBC of Tennessee surviving such mergers; and
WHEREAS, the parties hereto desire to amend the Purchase Agreement with
respect to Sellers' obligation to construct and relocate the WGFX tower site.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Purchase Agreement.
2. Reduction of Purchase Price. In consideration of the modification of
Sellers' obligation with respect to the WGFX tower site (as provided in
paragraph 4 below), the Purchase Price shall be reduced by $1,200,000. In
consideration of DBC of Tennessee and Citadel entering into a separate agreement
on the date hereof relating to radio station WOKI-FM, the Purchase Price shall
be reduced by $10,000,000. In consideration of the engineering items
contemplated by Section 7 hereof, the Purchase Price shall be reduced by
$180,000. As a result, the Purchase Price payable pursuant to Section 3.1 of the
Purchase Agreement shall be $288,620,000, subject to the adjustments provided
therein.
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3. Conveyance of Lea Street Property.
(a) In consideration of the modification of Sellers'
obligation with respect to the WGFX tower site (as provided in paragraph 4
below), the real property located on the north side of Lea Avenue, Nashville,
Tennessee (the "Lea Property") shall be included in the definitions of Real
Property and Purchased Assets under the Purchase Agreement, and shall be
conveyed to Citadel at Closing. As a result, the Lea Property shall be deemed
deleted from Schedule 2.2(f) and shall be deemed added to Section 2.1(b) of the
Asset Schedule. The legal description of the Lea Property is attached as Annex A
hereto.
(b) As soon as reasonably practicable following the Closing
Date, Sellers shall, at their sole cost and expense (including the cost of an
updated survey), take all actions necessary to commence and complete a quiet
title action with respect to the approximately five-foot strip of land known as
Tract 3 which runs between the studio parcel known as tax parcel No. 44, Tract
2, and the vacant lot known as tax parcel No. 42, Tract 1, as shown on the
survey dated September 15, 2000 by Barge, Waggoner, Sumner & Cannon, Inc. The
purpose of this quiet title action is to vest title of record into Citadel and
to obtain a contiguity endorsement from Chicago Title Insurance Company.
4. WGFX Tower Site. Sellers shall have no obligation pursuant to
Section 10.17 of the Purchase Agreement with respect to the construction and
relocation of the WGFX tower site on the Lickton Property.
5. Vehicle Titles. As soon as reasonably practicable (but in no event
later than 60 days after the Closing Date), Sellers shall take all action
necessary, at Sellers' sole cost and expense, to (i) have replacement vehicle
titles issued by the Alabama Department of Revenue (Motor Vehicle Division) for
Sellers' 1990 Chevrolet III Cub and 1990 Mazda Pickup and (ii) endorse such
titles to Citadel to effect the transfer of such vehicles to Citadel.
6. Additional Assigned Contracts. Notwithstanding anything in the
Purchase Agreement to the contrary, the parties hereto agree that the following
agreements shall constitute Assigned Contracts:
(a) Incentive Tour Agreement between Independent Travel
Associates and Dick Broadcasting Company (Southern
Caribbean Cruise).
(b) Incentive Tour Agreement between Independent Travel
Associates and Dick Broadcasting Company (Portugal trip).
(c) Amendment #1 to Radio Broadcast Rights Agreement effective
as of August 1, 2000 between Tennessee Football, L.P., DBC
of Tennessee and Capitol Radio Networks, Inc.
(d) Commercial Lease made as May 1, 2000 between Dick
Broadcasting/Capitol Sports and Cumberland Stadium, L.P.
(e) Cumberland Suite Limited License Agreement effective as of
August 1, 2000 between Dream Suites L.P. and DBC of
Tennessee.
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7. Engineering Items. In consideration of the reduction to the Purchase
Price set forth in the third sentence of Section 2 hereof, as well as certain
remedial actions previously taken by Sellers, the parties hereto agree that
Citadel shall not be entitled to assert any claim against Sellers or
Stockholders with respect to the 57 items set forth in the chart attached as
Annex B hereto, except to the extent any such claim relates to a breach of
Sellers' representations and warranties made in Section 4.16 of the Purchase
Agreement.
8. No Other Amendment. All other provisions of the Purchase Agreement
not specifically referenced in this Amendment shall remain in full force and
effect.
9. Entire Agreement. The Purchase Agreement, as amended by this
Amendment, constitutes the entire agreement among the parties with respect to
the subject matter thereof and together supersede all prior agreements and
understandings, whether oral or written, among the parties hereto with respect
to the subject matter thereof.
10. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Tennessee.
11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall, when executed, be deemed to be an original
and all of which shall be deemed to be one and the same instrument.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
DICK BROADCASTING COMPANY, INC.
OF TENNESSEE
By: /s/ James Allen Dick, Jr.
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Its: President
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DICK BROADCASTING COMPANY, INC.
OF ALABAMA
By: /s/ James Allen Dick, Jr.
---------------------------------
Its: President
---------------------------------
DFT REALTY
By: /s/ David Henderlight
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Its: Chief Manager
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DFT REALTY II, LLC
By: /s/ David Henderlight
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Its: Chief Manager
--------------------------------
STOCKHOLDERS:
/s/ James Allen Dick, Sr.
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James Allen Dick, Sr.
/s/ James Allen Dick, Jr.
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James Allen Dick, Jr.
[Signatures continued on the next page]
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[Signatures continued from the previous page]
/s/ Charles Arthur Dick
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Charles Arthur Dick
/s/ Emily Dick McAlister
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Emily Dick McAlister
/s/ Jeannette Dick Hundley
------------------------------------
Jeannette Dick Hundley
CITADEL BROADCASTING COMPANY
By: /s/ Lawrence R. Wilson
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Its: Chairman
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INDEX OF ANNEXES
Annex A - Legal Description of Lea Property
Annex B - Engineering Items
[Pursuant to Regulation S-K, Item 601(b)(2), Registrant agrees to furnish
supplementally a copy of these annexes to the Securities and Exchange Commission
upon request.]
