Amendment No. 2 to Asset Purchase Agreement among The Basketball Club of Seattle, LLC and The Ackerley Group, Inc. et al.
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Summary
This amendment updates the Asset Purchase Agreement between The Basketball Club of Seattle, LLC (the Buyer) and several sellers, including The Ackerley Group, Inc. and related entities. It adds Ackerley Seattle Storm, Inc. as a seller, revises certain schedules and contract lists, clarifies the allocation of obligations under a specific advertising contract, and addresses tax and interest payment details. The amendment also confirms that all other terms of the original agreement remain unchanged. The changes are effective as of March 30, 2001.
EX-10.3 3 v71613ex10-3.txt EXHIBIT 10.3 1 EXHIBIT 10.3 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment") is entered into as of March 30, 2001, among The Basketball Club of Seattle, LLC, a Washington limited liability company ("Buyer"), The Ackerley Group, Inc., a Delaware corporation ("Ackerley"), Ackerley Media Group, Inc. (formerly AK Media Group, Inc.), a Washington corporation ("AK Media"), SSI, Inc., a Washington corporation ("SSI"), Full House Sports & Entertainment, Inc., a Washington corporation ("FHSE") (Ackerley, AK Media, SSI and FHSE, collectively, the "Sellers") and Ackerley Seattle Storm, Inc., a Washington corporation. BACKGROUND A. Buyer and the Sellers are parties to that certain Asset Purchase Agreement dated as of January 11, 2001, as amended pursuant to that certain Amendment No. 1 to Asset Purchase Agreement dated as of March 22, 2001 (the "Agreement"), pursuant to which Buyer will buy from the Sellers certain assets more particularly described therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. B. Buyer and Sellers wish to make certain modifications to the Agreement as hereinafter set forth. NOW, THEREFORE, the parties hereto agree as follows: 1. Addition of Ackerley Seattle Storm, Inc. as a Party. The Parties agree that Ackerley Seattle Storm, Inc. shall be a party to the Agreement as amended by this Amendment and included in the definition of "Sellers" thereunder, the same as if Ackerley Seattle Storm, Inc. had executed the Agreement on the original date of execution of the Agreement. 2. Amendment of Schedule 6.1(s). Schedule 6.1(s) is amended to remove all items listed thereon except the lien of First Union National Bank, as agent, and any other references to such liens (such removed items, the "Office Equipment Lease Liens"). 3. Amendment of Section(b)(v) of Schedule 1.1 to the Agreement (Assumed Contracts). Buyer and the Sellers agree that Section (b)(v) of Schedule 1.1 to the Agreement is hereby amended to remove the Contract for Professional Services between City of Tacoma and Full House Sports and Entertainment, Inc. dated as of December 14, 1999 ("Tacoma Dome Contract"). The Agreement is hereby amended to remove any and all other references to the Tacoma Dome Contract. Buyer and the Sellers agree that Section (b)(v) of Schedule 1.1 to the Agreement is hereby amended to add to subsection (b)(v)(7) thereof the lease agreements relating to the Office Equipment Lease Liens. 4. Prorations Schedule and Accounts Receivable Schedule. The Schedule of Prorations attached hereto as EXHIBIT A is hereby substituted as Schedule 1.3(b) to the Agreement. The 2 Schedule of Accounts Receivable attached hereto as EXHIBIT B is hereby substituted as Schedule 5.3 to the Agreement. 5. Addition of List of Tangible Personal Property to Schedule 1.1. Schedule 1.1 to the Agreement is hereby amended to add to Section (b)(ii) of Schedule 1.1 the tangible personal property listed on EXHIBIT C hereto. 6. Miller Advertising Contract Settlement Letter. Whereas, AK Media and SSI have entered into a letter agreement with Miller Brewing Company ("Miller"), dated as of March 22, 2001 (the "Miller Letter Agreement") which sets forth the agreement among the parties thereto regarding resolution of certain shortfalls in the television ratings performance delivered by AK Media and SSI relative to the ratings performance guarantees for the 1999-2000 and 2000-2001 NBA seasons set forth in that certain Advertising Rights Agreement, dated September 1, 1998, among Miller, AK Media and SSI (the "Miller Advertising Agreement"). Section (v) of Schedule 1.1 to the Agreement is hereby amended to add the Miller Letter Agreement. The parties agree that, pursuant to Section 1.3(b) of the Agreement, the obligations under the Miller Letter Agreement shall be prorated between the Buyer and the Sellers such that the only obligations under the Miller Letter Agreement that will be allocated to Buyer in such proration shall be obligations which relate to any shortfall of the 2000-2001 NBA season's ratings below the revised ratings guarantee of 3.0 MMA-34 set forth in the Miller Letter Agreement, but only such obligations which are attributable to that portion of the 2000-2001 NBA season which falls after the Closing (as defined in the Agreement). 7. Excise Taxes. Buyers shall promptly file the Washington Real Estate Excise Tax Affidavit Return and pay the tax due of $77,324.98, which amount shall be deducted from the Purchase Price. 8. Interest Payment. Buyer agrees that, as soon as practicable following the transfer by Buyer to Sellers of the Cash Consideration (as defined in the Agreement), Buyer shall pay to Sellers the amount of interest that accrued on the Equity cash (as defined below) for the period of time from 12:01 a.m. Seattle time on Sunday April 1, 2001 until the time that the Equity Cash is wire transferred to the Sellers. "Equity Cash" means the portion of the Cash Consideration that is being funded by equity investments received by Buyer from its members, and which is approximately $128,241,670.58. 9. Governing Law; Counterparts. The internal laws of the State of Washington (irrespective of its choice of law principles) will govern the validity of this Amendment, and this Amendment may be executed in counterparts each of which shall be deemed an original and all of which shall constitute one instrument. 10. No Other Modifications. Except as otherwise expressly set forth in this Amendment, the Agreement shall remain in full force and effect without any modification thereto. This Amendment shall be deemed a part of the Agreement for all purposes. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] -2- 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
4 SSI, INC. By: /s/ Christopher H. Ackerley --------------------------- Name: Christopher H. Ackerley Title: President -2- 5 EXHIBIT A ---------
6 EXHIBIT B --------- SCHEDULE 5.3 RECEIVABLES COLLECTABLE BY BUYER AND PAYABLE TO SELLER FROM COLLECTIONS (ESTIMATED AT MARCH 31, 2001)
