Exhibit 7.07
WAIVER AND AGREEMENT
Reference is hereby made to that certain (i) Consent Agreement ("Consent
Agreement") executed June 7, 1996, but dated and effective April 10, 1996, by
and among Better Communications, Inc. ("General Partner"), Xxxxx Xxxxx
("Xxxxx"), Xxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx Investments, L.P., Boston Ventures
Limited Partnership IV ("BVIV"), Boston Ventures Limited Partnership IVA
("BVIVA") (BVIV and BVIVA referred to collectively as "BV"), BancBonston
Capital, Inc. ("BBC"), BancBoston Investments, Inc. ("BBI") (BBC and BBI
referred to collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid")
and (ii) Letter Agreement dated as of December 20, 1996 ("Letter Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Consent Agreement. The parties hereto desire to set forth their
agreement regarding the dispositions of the stock in Xxxxxxxx Broadcast Group,
Inc. ("SBGI") whether Exchangeable, Preferred, Convertible Preferred Stock or
Common Stock (such as hereinafter referred to as the "Stock").
The parties hereto agree as follows:
1. The restrictions on dispositions of Stock set forth in the Consent
Agreement and Letter Agreement are hereby irrevocably waived by the General
Partner and Boston Ventures effective upon consummation of the proposed offering
of common stock of SBGI as described in that certain Prospectus Supplement dated
Xxxxx 00, 0000 (xx being understood that consummation of such offering shall be
deemed to have occurred if any Stock held by the parties hereto is sold in such
Offering), and the General Partner and Boston Ventures hereby agree that each of
the parties hereto will from and after such time be free to dispose of the Stock
without regard to such restrictions. It is understood and agreed that this
waiver applies to the corresponding provisions of the Consent Agreement dated as
of April 10, 1996, as amended on May 28, 1996, limiting dispositions of stock
that was included in the Consent Agreement (and superseded such provisions). The
parties hereto agree that in contemplation of, and to facilitate, the sale of
stock in SBGI pursuant to the aforesaid offering by BV, prior to consummation of
such offering, but contingent upon consummation of such offering, BVIV and BVIVA
may effect a distribution of stock in Xxxxxxxx to their respective partners.
2. The provisions of Paragraph 4 of Exhibit A to the Consent Agreement
relating to registration of the Stock shall continue to apply so long as the
parties hereto (including, for this purpose, the partners of Boston Ventures and
the shareholders of the General Partner) continue to hold at least 1,000,000
shares of Common Stock of SBGI (for this purpose calculating such amount by
taking into account the conversion of Convertible Preferred Stock).
3. Subject to the terms and conditions of this Agreement, from time to time
after the date hereof, each party hereto will use commercially reasonable
efforts to take, or cause to be taken, all such actions and to do or cause to be
done, all things, necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the matters contemplated hereby,
including executing and delivering such documents as the other party being
advised by counsel shall reasonably request in connection with this Agreement.
4. All notices, demands and other communications which may or are required
to be given hereunder or with respect hereto shall be in writing, shall be
delivered personally or sent by nationally recognized overnight delivery
service, charges prepaid, or by registered or certified mail, return-receipt
requested, or by facsimile transmission, and shall be deemed to have been given
or made when personally delivered, the next business day after delivery to such
overnight delivery service, when dispatched by facsimile transmission, five (5)
days after deposited in the mail, first class postage prepaid as set forth on
Exhibit A hereto.
5. The captions of this Agreement are for convenience only, and shall not
control or affect the meaning or construction of any of the provisions of this
Agreement.
6. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS PRINCIPLES OF
CONFLICT OF LAWS.
7. This Agreement may be executed in two (2) or more counterparts, and all
counterparts so executed shall constitute one (1) agreement binding on all of
the parties hereto, notwithstanding that all the parties are not signatory to
the same counterpart.
IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year written above.
By: Better Communications, Inc.
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: CEO
/s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx
/s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
XXXXXX INVESTMENTS, L.P.
By: /s/ Xxxxx X. Xxxxxx
---------------------
Xxxxx X. Xxxxxx,
General Partner
BOSTON VENTURES LIMITED
PARTNERSHIP IV
By: Boston Ventures Company
Limited Partnership IV,
General Partner
By: /s/ Xxx X. Xxxxxxxx III
------------------------
Name: Xxx X. Xxxxxxxx III
Title: General Partner
BOSTON VENTURES LIMITED
PARTNERSHIP IV-A
By: Boston Ventures Company
Limited Partnership IV,
General Partner
By: /s/ Xxx X. Xxxxxxxx III
------------------------
Name: Xxx X. Xxxxxxxx III
Title: General Partner
BANCBOSTON CAPITAL, INC.
By: /s/ Xxxx Xxxxxxx
------------------------
Name: Xxxx Xxxxxxx
BANCBOSTON INVESTMENT, INC.
By: /s/ Xxxx Xxxxxxx
------------------------
Name: Xxxx Xxxxxxx
PYRAMID VENTURES, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------
Name: Xxxxxx X. Xxxx
EXHIBIT A
Notices
Better Communications, Inc.
c/o Mr. Xxxxx Xxxxx
Xxxxxxxx Broadcast Group, Inc.
0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Mr. Xxxxx Xxxxx
Xxxxxxxx Broadcast Group, Inc.
0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Xx. Xxxxx X. Xxxxxx
Xxxxxx Investments
00 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Marcus Investments, L.P.
00 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Boston Ventures Limited Partnership IV
c/o Xx. Xxxxxxx X. Xxxxxxx
c/o Xx. Xxxxxxxxx Xxxxx
Xxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Boston Ventures Limited Partnership IVA
c/o Xx. Xxxxxxx X. Xxxxxxx
c/o Xx. Xxxxxxxxx Xxxxx
Xxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
BancBoston Capital, Inc.
c/o Xx. Xxxx Xxxxxxx
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
BancBoston Investments, Inc.
c/o Xx. Xxxx Xxxxxxx
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Pyramid Ventures, Inc.
c/o Xx. Xxxxx Xxxxx
c/o Mr. Xxx Xxxx
Bankers Trust
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
