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EXHIBIT 4.5
LOCK-UP LETTER AGREEMENT
Spanish Broadcasting System, Inc.
0000 Xxxxx Xxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Dear Sirs:
Spanish Broadcasting System, Inc. (the "Company"), Xxxxxxxxx
Communications Inc. ("RCI") and certain shareholders of RCI (each, a "Seller")
have entered into a Stock Purchase Agreement dated as of May 8, 2000 (the "RCI
Stock Purchase Agreement"), providing for the purchase by the Company of all of
the outstanding shares of common stock of RCI. New World Broadcasters Corp.
("New World") and the Company have entered into an Asset Purchase Agreement
dated as of May 8, 2000 (the "Asset Purchase Agreement"), providing for the
purchase by the Company of Radio Station KTCY-FM (the "Station") and certain
other assets and liabilities related to the Station. The undersigned has or may
receive shares of Common Stock (as defined below) in connection with the RCI
Stock Purchase Agreement and the Asset Purchase Agreement as a designee of
Seller and New World respectively thereunder.
In consideration of the execution of the RCI Stock Purchase
Agreement and the Asset Purchase Agreement by the Company and for other good and
valuable consideration, the undersigned hereby irrevocably agrees that, without
the Company's prior written consent, the undersigned will not, directly or
indirectly, for the time periods set forth below, (1) 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 a designee of Seller or New World,
in connection with the RCI Stock Purchase Agreement or the Asset Purchase
Agreement, respectively; provided that the undersigned may at any time
distribute all or a portion of the shares of Common Stock to an Affiliate (as
defined in the RCI Stock Purchase Agreement and the Asset Purchase Agreement) of
the undersigned so long as such Affiliate agrees to comply with the restrictions
contained in this Lock-Up Letter Agreement (this "Agreement") and the Company
has given its prior approval thereto 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 Agreement (clause (1) and (2)
collectively, the "Prohibited Transfers").
The undersigned agrees that it may only effect a Prohibited
Transfer (i) with respect to 20% of the aggregate Common Stock held by the
undersigned, after Xxxxx 00, 0000, (xx) with respect to 40% of the aggregate
Common Stock held by the undersigned, after the first anniversary of the Closing
Date (as that term is defined in the RCI Stock Purchase Agreement and the Asset
Purchase Agreement) has passed, and (iii) with respect to the remaining 40% of
the
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aggregate Common Stock held by the undersigned, after 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.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the successors and assigns of the undersigned.
Very truly yours,
BlueStone Capital Partners, L.P.
By: Xxxxxxx X. Xxxxxxxx
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Date: November 9, 2000 Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
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