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EXHIBIT 10.1.4
[BENCHMARK COMMUNICATIONS LETTERHEAD]
April 8, 1997
Benchmark Acquisition, Inc.
BCR Holding, Inc.
Capstar Broadcasting Partners, Inc.
c/o Hicks, Muse, Xxxxx & Xxxx Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Re: Agreement and Plan of Merger by and among Benchmark Communications
Radio Limited Partnership, Benchmark Acquisition, Inc., Benchmark
Radio Acquisition Fund I Limited Partnership, Benchmark Radio
Acquisition Fund IV Limited Partnership, Benchmark Radio Acquisition
Fund VII Limited Partnership, Benchmark Radio Acquisition Fund VIII
Limited Partnership, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Capstar
Broadcasting Partners, Inc. and BCR Holding, Inc. dated as of
December 9, 1996 (the "Merger Agreement")
Ladies and Gentlemen:
This letter, when signed by each of us, will memorialize our agreement
with respect to the matters set forth herein.
Section 4.13 of the Merger Agreement requires Benchmark to file a Form
5500 for the Benchmark Communications Disability Income Plan under the
Department of Labor's Delinquent Filer Voluntary Compliance Program and to
incur all costs relating to such filing. Benchmark represents and warrants to
Mergeco that it is not required to file a Form 5500 with respect to its
Disability Income Plan because (1) less than 100 persons are covered by such
Plan (and less than 100 persons were covered by such Plan at the beginning of
the Plan year) and (2) such Plan is a fully insured welfare benefit plan. Based
upon this representation, Mergeco and its affiliates agree to waive the
provisions of Section 4.13 of the Merger Agreement.
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Benchmark Acquisition, Inc.
BCR Holding, Inc.
Capstar Broadcasting Partners, Inc.
April 8, 1997
Page 2
Please countersign this letter below to indicate your agreement with
respect to the matters set forth herein.
BENCHMARK COMMUNICATIONS RADIO
LIMITED PARTNERSHIP
/s/ XXXXX X. XXXXXXX
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By: XXXXX X. XXXXXXX
Its: General Partner
Agreed to and Accepted,
BENCHMARK ACQUISITION, INC.
/s/ XXXXX X. XXXXXXX
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By: XXXXX X. XXXXXXX
Its:
BCR HOLDING, INC.
/s/ XXXXX X. XXXXXXX
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By: XXXXX X. XXXXXXX
Its:
CAPSTAR BROADCASTING PARTNERS, INC.
/s/ XXXXX X. XXXXXXX
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By: XXXXX X. XXXXXXX
Its:
