Lamar Advertising of Penn, LLC Post Office Box 66338 Baton Rouge, Louisiana 70896 Re: Sale of Vista Media Group, Inc. Ladies and Gentlemen:
Exhibit 2.2
May 16, 2008
Xxxxx Advertising of Penn, LLC
Post Office Box 66338
Baton Rouge, Louisiana 70896
Post Office Box 66338
Baton Rouge, Louisiana 70896
Re: Sale of Vista Media Group, Inc.
Ladies and Gentlemen:
Entravision Communications Corporation, Z-Spanish Media Corporation (collectively,
“Seller”), Vista Media Group, Inc. (the “Company”), and Xxxxx Advertising of Penn,
LLC (“Buyer”) have entered into that certain Stock Purchase Agreement dated as of February
28, 2008 (the “SPA”) regarding the sale of the issued and outstanding capital stock of the
Company. In connection with such sale, the parties to the SPA desire to make certain modifications
to the terms of the SPA and memorialize certain additional arrangements. Except as modified
herein, the terms of the SPA remain in full force and effect as originally written, and all
references therein to the “Agreement” shall be deemed to mean the SPA as amended by this letter.
All capitalized terms used below and not defined in this letter shall have the definitions given
them in the SPA.
By execution of this letter, Seller, the Company and Xxxxx agree as follows:
1. The Schedules to the SPA are amended and updated by inserting Schedules 3.5, 3.9(b), 3.9(d), and
3.10 attached to this letter agreement as new Schedules 3.5, 3.9(b), 3.9(d), and 3.10,
respectively, to the SPA.
2. In respect of the deliveries by Seller contemplated under Section 2.5(a)(xiii), Xxxxxx has
informed Xxxxx that as of Closing, Seller will not have in its possession all of the insurance
policies in effect as of Closing. Accordingly, at Closing, Xxxxxx agrees to deliver to Buyer
copies of those insurance policies in effect that are in Seller’s possession, and with respect to
those policies which have been renewed and are not yet in Seller’s possession, Seller agrees to
deliver at Closing copies of the most recent policies in effect and to deliver within ten (10) days
following Seller’s receipt thereof such other policies not yet in Seller’s possession.
3. Section 10.2(I) of the SPA is hereby amended by adding a new subparagraph 10.2(I)(j), as
follows:
“and, (j) any Damages relating to or resulting from that certain Judgment dated June 13,
2001, in the original amount of $84,836.16, against Sale Point Posters, Inc., in favor of
the Commissioners of the State Insurance Fund”.
Xxxxx Advertising of Penn, LLC
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The parties further agree that any claim by Xxxxx under subparagraph 10.2(I)(j) of the SPA
shall not be subject to the limitation of the Basket.
4. For a period of thirty (30) days following Closing, Seller hereby agrees to allow Buyer to
access Seller’s premises located at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
00000, during regular business hours and upon reasonable prior notice, to remove all furniture,
equipment and other private property owned by the Company or its Subsidiaries. Such access shall
be coordinated primarily by or through Xxx Xxxxx on behalf of Buyer, and Xxxxx Xxxxx, on behalf of
Xxxxxx.
5. Xxxxx intends to engage an outside audit firm to perform a full audit of the financial
statements of the Company and its Subsidiaries for the one year period ending December 31, 2007,
and to prepare a compilation of the interim financial statements of the Company and its
Subsidiaries for the three month period ending March 31, 2008, at Buyer’s expense. Seller consents
to Xxxxx’s use of any reputable outside auditing firm other than PWC as outside auditor to perform
the audit and compilation and agrees to, at Xxxxx’s request and in such outside auditor’s sole
discretion, use commercially reasonable efforts to discuss the proposed audit and compilation with
such outside auditor. Seller further agrees, at no cost or charge to Buyer (except for the
reimbursement of out of pocket costs and expenses approved in advance by Buyer), to (for a period
of one (1) year following the Closing) provide commercially reasonable cooperation with Xxxxx’s
selected audit firm, including making available, at reasonable times and upon reasonable prior
notice, to Buyer and Xxxxx’s selected outside audit firm Seller’s accounting personnel whose past
responsibilities have included accounting functions relating to the Company and its Subsidiaries,
including without limit answering reasonable questions posed by such audit firm. Seller agrees to
retain copies (physical or electronic) of the accounting books and records of the Company and its
Subsidiaries for a period of 120 days following the Closing (excluding any accounting records books
and records, the right to possession of which is transferred to Buyer pursuant to Section
2.5(a)(xii) of the SPA).
[Signature Page Follows Next Page]
Xxxxx Advertising of Penn, LLC
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Very truly yours, ENTRAVISION COMMUNICATIONS CORPORATION, Z-SPANISH MEDIA CORPORATION, and VISTA MEDIA GROUP, INC. |
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By: | /s/ Xxxxxx X. Xxxxx | |||
Xxxxxx X. Xxxxx | ||||
Chairman and Chief Executive Officer of each of Entravision Communications Corporation, Z-Spanish Media Corporation, and Vista Media Group, Inc. |
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ACCEPTED AND AGREED:
XXXXX ADVERTISING OF PENN, LLC
By:
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The Xxxxx Company, LLC, | |||
Its sole Managing Member | ||||
By:
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Xxxxx Media Corp., its sole Managing | |||
Member | ||||
By:
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/s/ Xxxxx X. Xxxxx
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Executive Vice President and | ||||
Chief Financial Officer |