EXHIBIT 7.02
As of December 20, 1996
River City Broadcasting, L.P.
0000 Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to the Consent Agreement executed as of June 7,
1996 but dated and effective as of April 10, 1996 by and among Better
Communictions, Inc., Xxxxx Xxxxx, Xxxxx X. Xxxxxx, Xxxxxx Investments, L.P.,
Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA,
BancBoston Capital, Inc. BancBoston Investments Inc. and Pyramid Ventures, Inc.
(the "Consent Agreement"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Consent Agreement.
In connection with the distribution by River City Broadcasting, L.P.
(the "Partnership") to each of the undersigned of the undersigned's shares of
Series B Preferred Stock (the "Convertible Preferred Stock") in Xxxxxxxx
Broadcast Group, Inc., ("SBG"), each of the undersigned hereby agrees to and
restates herein all of its agreements set forth in the Consent Agreement,
including without limitation, the limitations on dispositions of the Convertible
Preferred Stock in SBG. All of the terms and provisions of Exhibit A to the
Consent Agreement are hereby incorporated herein by reference, subject only to
the clarifications and modifications set forth in the following paragraph.
Notwithstanding the distribution to each of the undersigned of the
Convertible Preferred Stock and that the Partnership will no longer hold its
Convertible Preferred Stock, the General Partner retains its decision-making
rights set forth in Section 1(a) (2)-(3) of Exhibit A to the Consent Agreement,
subject to BV approval rights. The General Partner and BV will continue to
consider requests regarding sales as set forth in the Section 1(b) of Exhibit A
to the Consent Agreement; provided, however, that the party seeking to sell
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shall deliver its certificates to the General Partner for reissuance by SBG once
such sale is approved and provided, further, that if conversion and sale do not
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take place within such 10 day period, the stock
River City Broadcasting, L.P.
As of December 20, 1996
Page 2
shall be returned to the party to the Consent Agreement, rather than to the
Partnership, and shall again be subject to all of the limitations and
restrictions set forth herein and in the Consent Agreement. Since the
Convertible Preferred Stock is being distributed prior to the expiration of the
two-year period, unless the General Partner and BY otherwise elect to exercise
the registration rights referred to in Section 4 of Exhibit A to the Consent
Agreement, each of the undersigned agrees that the rights set forth in Section 4
of Exhibit A to the Consent Agreement shall be applicable only after the second
anniversary of the closing under the Asset Purchase Agreement.
Except as clarified and modified hereunder, the Consent Agreement is
hereby affirmed and restated and shall remain binding upon each of the
undersigned.
If the foregoing accurately reflects your understanding and constitutes
an agreement, please sign below evidencing your acceptance and agreement with
the foregoing, and return one copy of this letter to the undersigned. This
letter may be signed in counterparts, all of which taken together shall
constitute an
River City Broadcasting, L.P.
As of December 20, 1996
Page 3
instrument, and any of the parties hereto may execute this letter by signing any
such counterpart.
Very truly yours,
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
XXXXXX INVESTMENTS, L.P.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, General
Partner
BOSTON VENTURES LIMITED PARTNERSHIP IV
By: /s/
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Name:
Title:
BOSTON VENTURES LIMITED PARTNERSHIP IVA
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /s/
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Name:
Title:
River City Broadcasting, L.P.
As of December 20, 1996
Page 4
BANCBOSTON CAPITAL, INC.
By: /s/
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Name:
Title:
BANCBOSTON INVESTMENTS, INC.
By: /s/
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Name:
Title:
PYRAMID VENTURES, INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
Accepted and Agreed
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
Its General Partner
By: /s/
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Name:
Title:
