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January 3, 2000
Reference is made to that certain Stock Purchase Agreement, dated as of
September 22, 1999 (the "Stock Purchase Agreement") among Chancellor Media
Corporation of Los Angeles ("Seller"), Primedia Broadcast Group, Inc., WIO,
Inc., Xxxxxx Estereotempo, Inc., Portorican American Broadcasting, Inc., WLDI,
Inc., WRPC, Inc., WOYE, Inc., WZNT, Inc., WOQI, Inc. (the "Companies"), and
Spanish Broadcasting System of Puerto Rico, Inc. ("Buyer"). The Buyer, Seller
and the Companies are referred to collectively herein as the "Parties."
Whereas the Seller owns all of the issued and outstanding capital stock
of the Companies, except for Portorican American Broadcasting, Inc., a wholly
owned subsidiary of WOQI, Inc, and Xxxxxx Estereotempo, Inc., a wholly owned
subsidiary of WIO, Inc, (the capital stock of all of the Companies, except for
the capital stock of Portorican American Broadcasting, Inc. and Xxxxxx
Estereotempo, Inc., is collectively referred to herein as the "Target Shares,"
and the capital stock of Xxxxxx Estereotempo, Inc, and Portorican American
Broadcasting, Inc. is collectively referred to herein as the "Subsidiary
Shares");
Whereas the Companies own and operate radio stations WIOA(FM), San
Xxxx, Puerto Rico, WIOB (FM), Mayaguez, Puerto Rico, WIOC(FM), Ponce, Puerto
Rico, WCOM(FM), Bayamon, Puerto Rico, WZMT(FM), Ponce, Puerto Rico, WOYE-FM,
Mayaguez, Puerto Rico, WCTA-FM, San German, Puerto Rico, and WZNT(FM), San Xxxx,
Puerto Rico (all of the above enumerated radio stations being hereinafter
referred collectively to as the "Stations" or individually as "Station")
pursuant to licenses issued by the Federal Communications Commission ("FCC");
Whereas, the Parties entered into the Stock Purchase Agreement and
pursuant to the terms of the Stock Purchase Agreement the Seller is to sell and
the Buyer is to purchase all of the issued and outstanding Target Shares and
Subsidiary Shares and by so doing acquire the radio broadcasting business
currently conducted by the Stations, upon the terms and conditions set forth in
the Stock Purchase Agreement;
Whereas the Parties entered into the Time Brokerage Agreement, (the
"TBA") concurrently with the execution of the Stock Purchase Agreement, the TBA
was to become effective as of the Commencement Date (as defined in the Stock
Purchase Agreement) and such Commencement Date has passed and the Parties have
agreed that the TBA never became effective; and
Whereas, the Parties wish to effect the Closing, as defined in the
Stock Purchase Agreement.
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Now, therefore, the Parties agree to the following:
1. The Closing will close on January 14, 2000.
2. the Parties agree not to enter into the TBA as required by the Stock
Purchase Agreement and each Party agrees that such TBA did not come into effect
and the Commencement Date did not occur;
3. The Buyer agrees to pay to the Seller an additional $300,000 as an
increase in Purchase Price (as defined in the Stock Purchase Agreement).
This letter agreement incorporates by reference the provisions of
Article XI, entitled "Miscellaneous," of the Stock Purchase Agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
SPANISH BROADCASTING SYSTEM OF
PUERTO RICO, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
Executive Vice President
and Secretary
CHANCELLOR MEDIA CORPORATION
OF LOS ANGELES
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
PRIMEDIA BROADCAST GROUP, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WIO, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
XXXXXX ESTEREOTEMPO, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
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PORTORICAN AMERICAN
BROADCASTING, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WLDI, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WPRC, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WOYE, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WZNT, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
WOQI, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Vice President
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