Termination Agreement - Libra Investments Inc. and CD Radio Inc.
LIBRA INVESTMENTS, INC.
11766 Wilshire Boulevard
Suite 870
Los Angeles, CA 90025
August 6, 1997
CD RADIO, INC.
Sixth Floor
1001 22nd Street, N.W.
Washington, D.C. 20037
Attn: Mr. David Margolese
Dear David:
I understand from David Batchelder and John Sullivan that
Merrill Lynch has been selected to act as CD Radio's dealer manager in
connection with the proposed exchange of new preferred stock for the 5% Delayed
Convertible Preferred Stock placed by Libra.
As you may recall, Libra was previously engaged by CD Radio on
an exclusive basis pursuant to an agreement dated June 14, 1997 in respect of a
contemplated private placement of preferred stock of CD Radio. In order for CD
Radio to avoid any problems resulting from these potentially conflicting
engagements, we would be willing to terminate the June 14, 1997 engagement
agreement as explained below.
In view of the foregoing, we hereby confirm our agreement with
CD Radio that (i) the June 14, 1997 engagement agreement be terminated,
effective as of the date hereof, (ii) Sections 3, 5, 6 and 9 of the engagement
agreement shall survive such termination, and (iii) CD Radio shall be obligated
to pay Libra a fee of $1,237,500 (x) upon closing of any purchases of new
preferred stock (or other security proposed by CD Radio, such as convertible
debt) and/or exchanges of 5% Preferred Stock by Everest Capital International,
Ltd., Everest Capital Fund, L.P., other entities managed by Everest Capital
Limited and the Ravich Revocable Trust of 1989, whether on the terms described
in the Summary Term Sheet/Commitment pursuant to some modification thereof that
may be agreed to by CD Radio and such
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purchasers, or on some other basis, or (y) upon a negotiated termination of the
commitments of such purchasers under the June 15, 1997 Summary Term
Sheet/Commitment on terms agreed upon by the Company and the purchasers, and
(iv) CD Radio shall not be obligated to pay Libra any fees with respect to
purchases of new preferred stock by any other purchasers, whether or not such
other purchasers were contacted by Libra during the term of its engagement.
Please confirm your agreement to the foregoing by signing this
letter in the place indicated below.
Very truly yours,
LIBRA INVESTMENTS, INC.
By: /s/ Jess M. Ravich
--------------------------
Jess M. Ravich, Chairman
and Chief Executive Officer
Accepted and agreed:
CD RADIO, INC.
By: /s/ David Margolese
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David Margolese, Chairman
and Chief Executive Officer
cc: David Batchelder
John Sullivan