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EXHIBIT 10.25
CAPSTAR BROADCASTING PARTNERS, INC.
000 XXXXXXXX XXXXXX, XXXXX 0000
XXXXXX, XXXXX 00000
February 20, 1997
Xx. Xxxxx X. Xxxxxxxx, III
Community Pacific Broadcasting
0000 Xxxxxx Xxxx, Xxxxx X-000
Xxxxxxxx, XX 00000
Re: MANDATORY BUYBACK AGREEMENT
Dear Xx. Xxxxxxxx:
This letter will confirm the understanding that Xxxxx X. Xxxxxxxx, III
and Capstar Broadcasting Partners, Inc., a Delaware corporation ("Capstar"),
have reached with respect to the purchase by Xxxxxxxx and the sale by Capstar
of 363,636 shares of Class A Common Stock, par value $0.01 per share (the
"Acquired Stock"), of Capstar pursuant to that certain Subscription Agreement
For Capstar Broadcasting Partners, Inc. of even date herewith.
1. MANDATORY BUYBACK OF ACQUIRED STOCK.
1.1 Mandatory Buyback of Acquired Stock. In the event that (a)
the Asset Purchase Agreement between Community Pacific Broadcasting Company
L.P. and Community Acquisition Company, Inc. dated December 26, 1996, as such
may be amended (the "Asset Purchase Agreement"), is terminated for any reason
by any party or (b) the Closing (as such term is defined in the Asset Purchase
Agreement) does not occur on or before November 10, 1997 (unless such date is
otherwise extended by the mutual agreement of parties hereto), Xxxxxxxx agrees
to sell and Capstar agrees to purchase the Acquired Stock (x) on the fifth
business day from the date of the occurrence of the event described in (a) or
(y) on the date of the occurrence of the event described in (b) above (the
"Closing Date"). In the event that the parties hereto agree to extend the
November 10, 1997 date provided in clause (b) above, then the parties shall
also amend the Promissory Note (as hereinafter defined) as may be necessary to
reflect such extended date.
1.2. Purchase Price. The purchase price of the Acquired Stock
shall be (a) the release and forgiveness of the obligations evidenced by that
certain promissory note of even date herewith
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executed by Xxxxxxxx and payable to Capstar in the principal sum of $396,363.64
(the "Promissory Note") and (b) the payment to Xxxxxxxx of $3,636.36..
1.3 Closing. The closing will take place on the Closing Date at
the offices of Capstar in Dallas, Texas. At the closing, (a) Xxxxxxxx will
duly endorse the certificate(s) evidencing all of the Acquired Stock for
transfer to Capstar (or, if applicable, its assignee) and (b) Capstar will
deliver the Promissory Note to Xxxxxxxx marked "canceled" and will tender
payment of the cash portion of the purchase price in immediately available
funds. At the closing, Xxxxxxxx will be deemed to represent and warrant to
Capstar (or, if applicable, its assignee) that the transferred Acquired Stock
is owned by Xxxxxxxx free and clear of all liens, adverse claims and other
encumbrances other then as provided in (i) that certain Stockholders Agreement
dated November 26, 1996, as amended (the "Stockholders Agreement"), to which
Xxxxxxxx is a party and (ii) that certain Stock Pledge, Security Agreement and
Power of Attorney of even date herewith between Xxxxxxxx and Capstar. Xxxxxxxx
agrees to promptly perform, whether before or after any such closing, such
additional act (including without limitation executing and delivering
additional documents) as are reasonably required by Capstar to effect more
fully the transactions effected by this Section 1.
2. ASSIGNMENT. The rights of Capstar under this letter agreement
may be assigned or transferred in whole or in part by Capstar, without any
consent or other action on the part of Xxxxxxxx, to any one or more affiliates
of Capstar. All references herein to "Capstar" will include without limitation
each such assignee or transferee.
3. PURCHASE OPTION. Capstar and Xxxxxxxx mutually agree that the
provisions of Article 6 of the Stockholders Agreement shall be held in abeyance
until such time as Xxxxxxxx becomes a director, officer or employee of Capstar
as of the Closing.
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4. GOVERNING LAW; JURISDICTION. THIS LETTER AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THIS STATE OF TEXAS,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
Accepted and agreed to in all respects
as of the 20th day of February, 1997
/s/ Xxxxx X. Xxxxxxxx, III
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Xxxxx X. Xxxxxxxx, III
