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EXHIBIT 2.3
[XXXXXX COMMUNICATIONS CORPORATION LETTERHEAD]
October 1, 1997
Clear Channel Metroplex, Inc.
Clear Channel Metroplex Licenses, Inc.
Clear Channel Communications, Inc.
000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement dated as
of August 25, 1997 (the "Purchase Agreement"), by and among Xxxxxx
Communications Corporation, a Delaware corporation ("Seller"), Clear Channel
Metroplex, Inc., a Nevada corporation ("CCM"), Clear Channel Metroplex
Licenses, Inc., a Nevada corporation ("CCL;" CCM and CCL being referred to
herein, collectively, as "Buyer"), and Clear Channel Communications, Inc., a
Texas corporation ("Guarantor"). Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to such terms under
the Purchase Agreement.
1. Sections 8.2(b), 8.2(c), 8.3(b) and 8.3(c) are hereby amended by
deleting the phrases "the President" and "the Secretary" therein and
replacing them with the phrase "an authorized officer," and the Section
titles to Section 8.2(c) and 8.3(c) are hereby amended by substituting
therefor the Section titles "Officer's Certificate."
2. All references in Section 10.2(b) and 10.3(b) of the Purchase Agreement to
the amount "$56,967,153" are hereby amended by deleting such references and
replacing them with the amount "$56,742,153."
3. Billboard site O-71, listed in Schedule 3.5 of the Purchase Agreement as a
"Xxxxxx-Owned" property interest ("Parcel O-71"), in fact is not an owned
site. Seller occupies Parcel O-71 pursuant to an agreement which provides
that Seller shall be required to remove Seller's billboard structure
located on Parcel O-71 within ten days after receipt of notice from Orange
County, Florida, that a contract for road
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Clear Channel Metroplex, Inc.
Clear Channel Metroplex, Licenses, Inc.
Clear Channel Communications, Inc.
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construction has been let on Parcel O-71. In consideration for a reduction
in the Purchase Price in the amount of $7,500, Buyer hereby waives, and
releases Seller from, any claims Buyer has or may have as a result of the
mischaracterization of Parcel O-71 in Schedule 3.5 of the Purchase
Agreement.
4. Notwithstanding anything to the contrary contained in the Purchase
Agreement, Buyer and Seller hereby acknowledge and agree that on and after
the LPI Sale Date, Seller and those employees, which are parties to
employment agreements which are Assumed Contracts, may enter into
aggrements to effectuate the deletion of the provisions of such Assumed
Contracts providing for the employee to be eligible to receive options to
purchase common stock of PCC ("Stock Option Consideration") and may, in
separate agreements, provide Stock Option Consideration to such employees
as Seller may elect. For purposes of the Purchase Agreement, any such
Stock Option Consideration shall not constitute an Assumed Liability.
5. The Terms and provisions of this letter and the amendments to the Purchase
Agreement effected hereby shall become effective as of the date first
above written upon execution of this letter by Xxxxx, Seller and
Guarantor.
6. The Purchase Agreement, as amended hereby, is hereby ratified, approved
and confirmed in all respects.
7. From and after the date hereof, each reference in the Purchase Agreement
to "this Agreement", "hereof", or "hereunder" or words of like import,
and all references to the Purchase Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Purchase Agreement,
as amended by this letter.
8. This letter and the amendments to the Purchase Agreement effected hereby
shall be governed in all respects by the laws of the State of Florida
(without giving effect to the provisions thereof relating to conflicts of
law).
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Clear Channel Metroplex, Inc.
Clear Channel Metroplex, Licenses, Inc.
Clear Channel Communications, Inc.
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If the foregoing accurately reflects your understanding and constitutes an
agreement, please sign below and the enclosed counterpart of this letter,
evidencing your acceptance and agreement with the foregoing, and return one
counterpart of this letter to the undersigned. This letter may be signed in
counterparts, all of which taken together shall constitute an instrument, and
any of the parties hereto may execute this letter by signing any such
counterpart.
Very truly yours,
XXXXXX COMMUNICATIONS
CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Accepted and agreed to as of the date set forth above:
CLEAR CHANNEL METROPLEX, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CLEAR CHANNEL METROPLEX
LICENSES, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CLEAR CHANNEL COMMUNICATIONS
INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
