Xxxxxxx X. Xxxxxxxx, Esq.
August 30, 1999
Page 2
August 30, 1999
Xxxxxxx X. Xxxxxxxx, Esq.
General Counsel
AMFM INC.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
Reference is made to the Asset Exchange Agreement dated as of August 30,
1999 (the "Exchange Agreement") between Cox Radio, Inc. ("Cox") and AMFM INC.
("AFM") that the parties are executing and delivering today.
This will confirm the additional agreements between Cox and AFM as follows.
1. Each party's execution of the Exchange Agreement is conditioned upon the
express approval of its Board of Directors. The executive officers of Cox and
AFM agree to present the Exchange Agreement to their respective Boards of
Directors for approval within three (3) business days of the date hereof.
2. Each party has delivered to the other a draft set of disclosure
schedules to the Exchange Agreement. Representatives of both parties are still
reviewing the schedules and it is anticipated that additional materials must be
delivered so that each party can complete its due diligence review. Each of AFM
and Cox agrees that it will deliver final schedules to the other no later than
twenty-one (21) days after the date hereof with such non-material changes,
additions or deletions as may be required to ensure the accuracy and
completeness of such party's representations and warranties in the Exchange
Agreement.
3. Cox and AFM agree to (a) negotiate in good faith and to execute as soon
as practicable the Time Brokerage Agreements contemplated by (and as defined in)
the Exchange Agreement so that the parties may commence operations under the
Time Brokerage Agreements by October 1, 1999, subject to receipt of all
necessary regulatory approvals, and (b) negotiate in good faith the form of
opinions of counsel referenced in the Exchange Agreement.
[Signatures continue on next page]
Very truly yours,
COX RADIO, INC.
By: /s/ Xxxxxx X.Xxxx
Name: Xxxxxx X.Xxxx
Title: President and Chief Executive
Officer
The foregoing is hereby ACCEPTED on behalf of AMFM INC.
AMFM INC.
By:/s/ Xxxxxxx X. X'Xxxxx
Name: Xxxxxxx X. X'Xxxxx
Xxxxx: Chief Operating Officer
