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EXHIBIT 4.8
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"). In
connection with the Release Agreement and as designees of the Libermans
thereunder, each of 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, each of the undersigned
hereby irrevocably agrees that, without the Company's prior written consent,
each of 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 designees of the Libermans, in connection with the Release
Agreement 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 and/or their 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.
Each of the undersigned agree that they shall not effect a
Prohibited Transfer (i) with respect to 6% of the aggregate Common Stock held by
any of 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 any of the undersigned, until March 15, 2001 has passed, (iii)
with respect to 40% of the aggregate Common Stock held by any of the
undersigned, until the first anniversary of the Closing Date has passed, and
(iv) with respect to 40% of the
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aggregate Common Stock held by any of the undersigned, until the second
anniversary of the Closing Date has passed.
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.
Each of the undersigned hereby represent and warrant that each of
the undersigned has full power and authority to enter into this Agreement and
that, upon request, each of the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations
of any of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of any of the undersigned.
Very truly yours,
The Xxxxx and Xxx Xxxxxxxx Trust
Date: November 10, 2000
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Trustee
The Xxxxx and Xxxxxx Xxxxxxxx Trust
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Trustee
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