Asset Purchase Agreement 1st Amendment 06/20/2001 i 4h GOUIVrpC 'V
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`' GE COUNTY.'
CLERK OF THE CIRCUIT COURT •
MONROE COUNTY
BRANCH OFFICE
BRANCH OFFICE PLANTATION KEY
MARATHON SUB COURTHOUSE MONROE COUNTY COURTHOUSE GOVERNMENT CENTER
3117 OVERSEAS HIGHWAY 500 WHITEHEAD STREET 88820 OVERSEAS HIGHWAY
MARATHON,FLORIDA 33050 KEY WEST,FLORIDA 33040 PLANTATION KEY,FLORIDA 33070
TEL.(305)289-6027 TEL.(305)292-3550 TEL.(305)852-7145
FAX(305)289-1745 FAX(305)295-3663 FAX(305)852-7146
MEMORANDUM
DATE: July 2, 2001
TO: James Hendrick
County Attorney
ATTN: Jan Hotalen, Assistant
County Attorney's Office
FROM: Pamela G. Hancoc
Deputy Clerk
At the June 20, 2001, Board of County Commissioner's meeting the Board granted
approval and authorized execution of two Agreements as follow-up Agreement to facili to the
closing on the transfer of FCC licenses and consummation of agreed upon sale/purchase. (1)First
Amendment to Asset Purchase Agreement between Monroe County and WEYS Television
•
Corporation, and; (2) Escrow Agreement between Monroe County and WEYS Television
Corporation and Borsari &Paxson.
Enclosed please find a duplicate original of the First Amendment to Asset Purchase for
your handling. Also enclosed are two duplicate originals of the Escrow Agreement, executed on
behalf of Monroe County, for your handling. Please sure•that the fully executed "Clerk's
Original" is returned to our office as soon as possible. Should you have any questions please
do not hesitate to contact this office.
cc: County Administrator w/o document
Finance
/File
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement ("First Amendment"), made as of
the date last indicated at the signatures below, modifies that certain Asset Purchase Agreement
dated as of November 21,2000, ("Purchase Agreement") by and between Monroe County
("Seller") and WEYS Television Corp. ("Buyer") in the following respects, and only in the
following respects.
WHEREAS, Seller and Buyer entered into that certain Purchase Agreement, dated as of
November 21,2000, in which Seller agreed to sell to Buyer all of the assets, including the
licenses issued by the Federal Communications Commission ("FCC" or "Commission"), used by
Seller in the operation of the following Television Translator Stations:
W39AC, Key West, Florida
W49AE, Key West, Florida
W47AC, Big Pine Key, Florida
W57AM, Big Pine Key, Florida
VV38AA, Marathon, Florida
W63AL, Marathon, Florida
W65AP, Marathon, Florida
W 40AA, Matecumbe, Florida
W43AD, Matecumbe, Florida
W54BB, Rock Harbor, Florida
W56AZ, Rock Harbor, Florida
W64AN, Rock Harbor, Florida;
WHEREAS, Seller and Buyer subsequently discovered that the Purchase Agreement
contained no reference to an Escrow Deposit or an Escrow Agreement, though it was the
intention of the parties that the Buyer would deliver into escrow the sum of Eight Thousand
Dollars Two Hundred Twenty and No/I 00 ($8,220.00) and the Buyer did indeed deliver into the
trust account of the Escrow Agent the amount noted in this paragraph for the purpose of serving
as an Escrow Deposit;
WHEREAS, Seller and Buyer desire to amend the Purchase Agreement to include
reference to an Escrow Deposit and Escrow Agreement.
NOW, THEREFORE. Seller and Buyer agree as follows:
1. Simultaneously with execution of the Escrow Agreement, attached hereto and
made a part hereof, and this First Amendment to the Purchase Agreement, the sum of Eight
Thousand Dollars Two Hundred Twenty and Noll 00 ($8,220.00) previously delivered into the
trust account of the Escrow Agent shall be delivered into escrow and deposited by the Escrow
Agent in an interest-bearing bank account, in accordance with the terms of the Escrow
Agreement.
2. On the Closing Date, the principal of the Escrow Deposit shall be applied as part
of the purchase price to be paid to Seller.
51021108,02
3. Seller and Buyer each represents that it is legally qualified, empowered and able
to enter into this First Amendment, and that the execution, delivery and performance hereof shall
not constitute a breach or violation of any agreement, contract or other obligation of any kind to
which either party is subject or by which it is bound. Each party hereto represents and warrants
that it has taken all necessary corporate or other necessary action to make this First Amendment
legally binding on such party, and that the individual signing this First Amendment on behalf of
such party has been fully authorized and empowered to execute this First Amendment on behalf
of such party.
4. This First Amendment may be signed in one or more counterparts, each of which
shall be deemed a duplicate original, binding on the parties hereto; notwithstanding that the
parties are not signatory to the original or the same counterpart. This First Amendment shall be
effective as of the date on which the executed counterparts are exchanged by the parties.
5. Unless otherwise provided herein, this First Amendment shall be construed and
interpreted in accordance with the terms and provisions of the Purchase Agreement.
6. Any capitalized term used but not defined herein shall have the meaning given to
such term in the Purchase Agreement. Nothing contained in this First Amendment, unless
otherwise expressly set forth herein, shall in any way modify, adjust, revise, alter, abrogate,
supersede, abridge, replace, delete or change any of the terms, conditions or obligations of the
Seller and Buyer as set forth in the Purchase Agreement.
7. This First Amendment, like the Purchase Agreement, is the product of
negotiation and preparation by, between and among Seller and Buyer and their respective
attorneys. Accordingly, the parties hereto acknowledge and agree that this First Amendment
shall not be deemed prepared or drafted by one party or another, or the attorneys for one party or
another, and shall be construed accordingly.
8. The Purchase Agreement remains in full effect and binds the parties thereto in
accordance with each of its terms, except as modified by the additional terms provided herein.
[THIS SPACE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE IS NEXT]
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51021108.02
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in their respective names on the dates indicated under each signature.
Seller:
Buyer:
Board of County Commissionen of
Monroe County, Florida
~ij,e ~~d-
WEYS Television Corp.
Name: George R. Neugent
Title: Mayor
B~ O~ .~
Name: David Drucker
Title: \h~ ~t(I~ jJuh t
Date: S } I ::t I () J
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