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EXHIBIT 4.9
LOCK-UP LETTER AGREEMENT
Spanish Broadcasting System, Inc.
0000 Xxxxx Xxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Dear Sirs:
Spanish Broadcasting System, Inc., or its successor or assign
(the "Company"), Xxxxxxxxx Communications, Inc. ("RCI"), Viva Broadcasting, LLC
("Viva"), Xxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx (Viva and the
Libermans, collectively the "Libermans") have entered into a Release and
Termination Agreement, dated as of May 6, 2000 (the "Release Agreement"). As a
transferee of the Libermans, the undersigned shall receive shares of Common
Stock (as defined below) of the Company.
In consideration of the execution of the Release Agreement by the
Company and for other good and valuable consideration, the undersigned hereby
irrevocably agrees that, without the Company's prior written consent, the
undersigned will not, directly or indirectly, for the time periods set forth
below, (1) publicly offer for sale, sell, pledge, or otherwise dispose of (or
enter into any transaction or device that is designed to, or could be expected
to, result in the disposition by any person at any time in the future of) any
shares of the Company's Class A Common Stock, par value $.0001 per share (the
"Common Stock") transferred or to be transferred, directly or indirectly, to the
undersigned as a transferee of the Libermans, or (2) enter into any swap or
other derivatives transactions that transfers to another, in whole or in part,
any of the economic benefits or risks of ownership of such shares of Common
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or other securities, in cash or
otherwise, except in accordance with the terms of this Lock-Up Letter Agreement
(this "Agreement") (clause (1) and (2) collectively, the "Prohibited
Transfers"). Notwithstanding the foregoing Prohibited Transfers, the undersigned
may offer for sale, sell, pledge or dispose of its shares of Common Stock in the
Company at any time after issuance of the Common Stock (as provided for in the
Release Agreement), in a private transaction on the condition that the recipient
of the shares of Common Stock agrees to be bound by the terms of the lock-up
provisions outlined in the following paragraph.
The undersigned agrees that it will not effect a Prohibited
Transfer (i) with respect to 6% of the aggregate Common Stock held by the
undersigned, until the Closing Date (as defined in the RCI Stock Purchase
Agreement) has passed, (ii) with respect to 14% of the aggregate Common Stock
held by the undersigned, until March 15, 2001 has passed, (iii) with respect to
40% of the aggregate Common Stock held by the undersigned, until the first
anniversary of the Closing Date has passed, and (iv) with respect to 40% of the
aggregate Common Stock held by the undersigned, until the second anniversary of
the Closing Date has passed.
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In furtherance of the foregoing, you and your Transfer Agent are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this Agreement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
The Xxxxxxxx Irrevocable Trust
Date: February 26, 2001
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Trustee
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