JACOR COMMUNICATIONS COMPANY
8 3/4% Senior Subordinated Notes Due 2007
Payment of Principal and Interest Unconditionally
Guaranteed by Jacor Communications, Inc.
and the other Guarantors named herein
PURCHASE AGREEMENT
June 11, 1997
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
CHASE SECURITIES INC.
▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
c/▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Securities Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Subject to the terms and conditions herein contained, Jacor
Communications Company, a Florida corporation ("JCC") and a wholly owned
subsidiary of Jacor Communications, Inc.(the "Company"), proposes to issue and
sell to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJ"), Chase
Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
(collectively, the "Initial Purchasers") an aggregate of $150,000,000 principal
amount of its 8 3/4% Senior Subordinated Notes due 2007 (the "Securities"),
which notes are irrevocably and unconditionally guaranteed by the Company;
Broadcast Finance, Inc.; Cine Films, Inc.; Cine Guarantors, Inc.; Cine
Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine Mobile Systems Int'l. N.V.;
Cine Movil S.A. de C.V.; Citicasters Co.; EFM Programming, Inc.; F.M.I.
Pennsylvania, Inc.; GACC-N26LB, Inc.; GACC-340, Inc.; Georgia Network Equipment,
Inc.; Great American Merchandising
Group, Inc.; Great American Television Productions, Inc.; Inmobilaria Radial,
S.A. de C.V.; Jacor Broadcasting Corporation; Jacor Broadcasting of Atlanta,
Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor Broadcasting of Florida, Inc.;
Jacor Broadcasting of Knoxville, Inc.; Jacor Broadcasting of St. Louis, Inc.;
Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.;
Jacor Broadcasting of Tampa Bay, Inc.; Jacor Cable, Inc.; Location Productions,
Inc.; Location Productions II, Inc.; Noble Broadcast Center, Inc.; Noble
Broadcast Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses,
Inc.; Noble Broadcast of Colorado, Inc.; Noble Broadcast of St. Louis, Inc.;
Noble Broadcast of San Diego, Inc.; Noble Broadcast of Toledo, Inc.; Nobro,
S.C.; Nova Marketing Group, Inc.; Regent Broadcasting of Charleston, Inc.;
Regent Broadcasting of Kansas City, Inc.; Regent Broadcasting of Las Vegas,
Inc.; Regent Broadcasting of Las Vegas II, Inc.; Regent Broadcasting of
Louisville, Inc.; Regent Broadcasting of Louisville II, Inc.; Regent
Broadcasting of Salt Lake City, Inc.; Regent Broadcasting of Salt Lake City II,
Inc.; Regent Licensee of Charleston, Inc.; Regent Licensee of Kansas City, Inc.;
Regent Licensee of Las Vegas, Inc.; Regent Licensee of Las Vegas II, Inc; Regent
Licensee of Louisville, Inc.; Regent Licensee of Louisville II, Inc.; Regent
Licensee of Salt Lake City, Inc.; Regent Licensee of Salt Lake City II, Inc.;
Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; ▇▇▇▇-TCI Satellite
Services, Inc.; The ▇▇ ▇▇▇▇▇▇▇ Company Agency, Inc.; WHOK, Inc.; and VTTV
Productions, each a direct or indirect subsidiary of the Company or any
successor entity, whether by merger, consolidation, change of name or otherwise
(collectively, the "Guarantors" and together with "JCC", the "Issuers".) The
Securities are to be issued pursuant to the provisions of an indenture to be
dated as of June 17, 1997 (the "Indenture") by and among the Guarantors, JCC and
The Bank of New York as trustee (the "Trustee").
For purposes of this Agreement, the term "Securities" means the
Securities together with the guarantee (the "Guarantee") thereof by the
Guarantors. The Securities and the Indenture are more fully described in the
Offering Memorandum (as hereinafter defined). Capitalized terms used herein
without definition have the respective meanings specified in the Offering
Memorandum.
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The Securities are being issued and sold to repay in part outstanding
indebtedness under the Credit Facility (defined below) and for general corporate
purposes.
The Securities will be offered and sold to you without being
registered under the Securities Act of 1933, as amended (the "Act"), in reliance
on an exemption therefrom. The Company has prepared an offering memorandum
dated June 11, 1997 (such offering memorandum including all documents
incorporated or deemed incorporated by reference therein and all financial
statements and exhibits contained or incorporated therein, in the form first
furnished to the Initial Purchasers for use in connection with the offering of
the Securities, being hereinafter referred to as the "Offering Memorandum"),
setting forth information regarding the Company, its Subsidiaries (as
hereinafter defined), including JCC, and the Securities. The Company hereby
confirms that it has authorized the use of the Offering Memorandum in connection
with the offering and resale of the Securities.
Holders (including subsequent transferees) of the Securities will have
the registration rights set forth in the Registration Rights Agreement (the
"Registration Rights Agreement"), to be dated the Closing Date (as hereinafter
defined), in substantially the form of Exhibit A hereto, for so long as such
Securities constitute "Registrable Securities" (as defined in the Registration
Rights Agreement). Pursuant to the Registration Rights Agreement, the Company
will agree to file with the Securities and Exchange Commission (the
"Commission") under the circumstances set forth therein, (i) a registration
statement under the Act (the "Exchange Offer Registration Statement")
registering an issue of senior subordinated notes and guarantees identical in
all material respects to the Securities (the "Exchange Securities") to be
offered in exchange for the Securities (the "Exchange Offer") and (ii) under
certain circumstances, a registration statement pursuant to Rule 415 under the
Act (the "Shelf Registration Statement").
The Pending Transactions include, among other things, the merger (the
"Premiere Merger") of PRN Holding Acquisition Corp. ("PRN Holding"), a
subsidiary of the Company with and into Premiere Radio Networks, Inc.
("Premiere") pursuant to an Agreement and Plan of Merger
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(the "Premiere Merger Agreement"), dated as of April 7, 1997 by and among the
Company, Jacor Communications Company and PRN Holding.
This Purchase Agreement, the Indenture, the Registration Rights
Agreement and all related agreements and documents executed in connection with
the Pending Transactions are collectively referred to herein as the "Transaction
Documents."
1. AGREEMENTS TO SELL AND PURCHASE. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Issuers agree to issue and sell to each of the Initial
Purchasers, and each of the Initial Purchasers agrees, severally and not
jointly, to purchase from the Issuers, the Securities in the respective
principal amounts set forth opposite their names on Schedule I hereto, plus such
amount as they may individually become obligated to purchase pursuant to Section
8 hereof, at a purchase price equal to 98% of the principal amount thereof (the
"Purchase Price").
2. DELIVERY AND PAYMENT. Delivery to you of and payment for the
Securities shall be made at 9:00 A.M., New York City time, on the fourth
business day (which may be varied by agreement among the Company and you) (such
time and date being referred to as the "Closing Date") following the date of
this Agreement, at such place as DLJ shall reasonably designate. The Closing
Date and the location of delivery of the Securities may be varied by agreement
between DLJ and the Company.
One or more of the Securities in definitive form, registered in the
name of Cede and Co., as nominee of The Depository Trust Company ("DTC"), or
such other name(s) as the Initial Purchasers may request in writing upon at
least two business days' notice to the Company, having an aggregate principal
amount corresponding to the aggregate principal amount of Securities sold
pursuant to Rule 144A under the Act, as such rule may be amended from time to
time ("Rule 144A"), to qualified institutional buyers within the meaning of Rule
144A ("QIBs") (collectively, the "Global Securities"), and one or more
Securities in definitive form, registered in such names and denominations as the
Initial Purchasers may so request, having an aggregate principal amount
corresponding to the
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aggregate principal amount of the Securities sold to institutional "accredited
investors", as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Act, that make certain representations and agreements to JCC (each, an
"Accredited Institution", and together with QIBs, the "Eligible Purchasers")
(collectively, the "Certificated Securities"), shall be delivered by the Company
to the Initial Purchasers on the Closing Date with any transfer taxes payable
upon initial issuance thereof duly paid by JCC, for your respective accounts
against payment by the Initial Purchasers of the purchase price thereof by wire
transfer of same day funds to such bank account as JCC shall designate at least
two business days prior to the Closing Date. The Global Securities and
Certificated Securities in definitive form shall be made available to you at the
offices of DLJ (or at such other place as shall be acceptable to you) for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date.
3. AGREEMENTS OF THE ISSUERS. The Issuers, as applicable, agree with
each of you that:
(a) They will advise you promptly and, if requested by any of you,
confirm such advice in writing, of the happening of any event during such
period as in your reasonable judgment you are required to deliver an
Offering Memorandum in connection with sales of the Securities by you which
makes any statement of a material fact made in the Offering Memorandum
untrue or which requires the making of any additions to or changes in the
Offering Memorandum (as amended or supplemented from time to time) in order
to make the statements therein, in light of the circumstances under which
they were made, not misleading. Each of the Issuers shall use its
reasonable best efforts to prevent the issuance of any order suspending the
qualification or exemption of the Securities under any state securities or
Blue Sky laws, and, if at any time, any state securities commission or
other regulatory authority shall issue an order suspending the
qualification or exemption of the Securities under any state securities or
Blue Sky laws, the Issuers shall use every reasonable effort to obtain the
withdrawal or lifting of such order at the earliest possible time.
5
(b) They will not make any amendment or supplement to the Offering
Memorandum, of which you shall not previously have been advised and
provided a copy within two business days or such shorter period of time as
may be reasonable under the circumstances prior to the delivery thereof or
to which you shall reasonably object. The Issuers shall promptly prepare,
upon your reasonable request, any amendment or supplement to the Offering
Memorandum that may be necessary or advisable in connection with resales.
(c) The Company will furnish to you and to those persons who you
identify to the Company, without charge, as many copies of the Offering
Memorandum (and of any amendments or supplements thereto) as you may
reasonably request. The Issuers consent to your use of the Offering
Memorandum, and any amendments and supplements thereto, in connection with
offers and resales of the Securities contemplated hereunder.
(d) If, during such period as in your reasonable judgment you are
required to deliver the Offering Memorandum in connection with sales of the
Securities by you, any event shall occur as a result of which it becomes
necessary to amend or supplement the Offering Memorandum in order to make
the statements therein, in light of the circumstances existing as of the
date the Offering Memorandum is delivered to a purchaser, not misleading,
or if it is necessary to amend or supplement the Offering Memorandum to
comply with any law, the Issuers will promptly prepare an appropriate
amendment or supplement to the Offering Memorandum so that the statements
in the Offering Memorandum, as so amended or supplemented, will not, in the
light of the circumstances existing as of the date the Offering Memorandum
is so delivered, be misleading, and will comply with applicable law, and
will furnish to you without charge such number of copies thereof as you may
reasonably request.
(e) The Issuers will cooperate with you and your counsel in
connection with the registration or qualification of the Securities for
offer and sale by you under the state securities or Blue Sky laws
6
of such jurisdictions as you may request (provided, that none of the
Issuers shall be obligated to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified or to take any action that
would subject it to general consent to service of process in any
jurisdiction in which it is not now so subject or to subject itself to
taxation in any such jurisdiction). The Issuers will continue such
qualification in effect so long as required by law for distribution of the
Securities.
(f) After the Securities have been exchanged, the Company will, so
long as the Securities are outstanding, file on a timely basis with the
Commission, to the extent such filings are accepted by the Commission, and
whether or not the Company has a class of securities registered under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the
annual reports, quarterly reports and other documents that the Company
would be required to file if it were subject to Section 13 or Section 15 of
the Exchange Act. For so long as you are making a market in the
Securities, but in no event more than five years from the date hereof, the
Company will furnish to you copies of all such reports and information,
together with such other documents, reports and information as shall be
furnished by the Company to the holders generally of the Securities, and
such other information concerning the Company and its Subsidiaries as you
reasonably may request.
(g) For so long as and at any time that it is not subject to Section
13 or 15(d) of the Exchange Act, JCC, upon request of any holder of the
Securities, will furnish to such holder, and to any prospective purchaser
or purchasers of the Securities designated by such holder, information
satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the
Act; PROVIDED, HOWEVER, that the Company's obligations under this Section
4(g) shall terminate upon the earlier of (i) the date the Exchange Offer is
concluded and the exchange of the Exchange Securities for the Securities
tendered therein is consummated or (ii) the date the Shelf Registration
Statement is declared effective by the Commission; provided further that,
notwithstanding the foregoing proviso, the Company shall be obligat-
7
ed to deliver, upon request, any information required by Rule 144A(d)(4)
under the Act to prospective purchasers of the Securities during any period
during which, pursuant to the Registration Rights Agreement, the Shelf
Registration Statement is required to be effective, but such effectiveness
has been suspended or revoked for any reason.
(h) During the period of five years hereafter, the Company will
furnish to you (i) as soon as available, a copy of each report of the
Company mailed to shareholders or filed with the Commission, and (ii) from
time to time such other information concerning the Company as you may
request.
(i) Whether or not the transactions contemplated hereby are
consummated or this Agreement is terminated, the Company and JCC will pay
and be responsible for all costs, expenses, fees and taxes in connection
with or incident to (i) the printing, processing, distribution and delivery
of each Offering Memorandum and all amendments or supplements thereto, (ii)
the printing processing, execution, distribution and delivery of this
Agreement, any memorandum describing state securities or Blue Sky laws and
all other agreements, memoranda, correspondence and other documents
printed, distributed and delivered in connection with the offering of the
Securities, (iii) the registration or qualification of the Securities for
offer and sale under the securities or Blue Sky laws of the jurisdictions
referred to in paragraph 3(e) above including, in each case, the fees and
disbursements of counsel relating to such registration or qualification and
memorandum relating thereto and any filing fees in connection therewith),
(v) furnishing such copies of the Offering Memorandum, and all amendments
and supplements to any of them, as may be reasonably requested by you, (vi)
filing, registration and clearance with the NASD(as defined herein) in
connection with the offering of the Securities (including any filing fees
in connection therewith and the fees and disbursements of counsel relating
thereto) and the designation of the Securities as PORTAL Securities, (vii)
the rating agencies, (viii) the printing, processing, execution,
distribution and delivery of the Transaction Documents and all other
8
agreements, memoranda, correspondence and other documents, printed,
distributed and delivered in connection with the Transaction Documents and
(ix) the performance by the Company and JCC of their other obligations
under this Agreement, the cost of their personnel and other internal costs,
the cost of printing and engraving the certificates representing the
Securities, and all expenses and taxes incident to the sale and delivery of
the Securities to you.
(j) The Company and JCC will use the proceeds from the sale of the
Securities in the manner described in the Offering Memorandum under the
caption "Use of Proceeds."
(k) The Company will use its reasonable best efforts to, and will use
its reasonable best efforts to cooperate with you to, cause the Securities
to be designated PORTAL securities in accordance with the rules and
regulations of the National Association of Securities Dealers (the "NASD").
(l) The Issuers will not voluntarily claim, and will actively resist
any attempts to claim, the benefit of any usury laws against the holders of
the Securities.
(m) The Issuers will use their best efforts to do and perform all
things required to be done and performed under this Agreement by them prior
to or after the Closing Date and to satisfy all conditions precedent on
their part to the delivery of the Securities.
(n) Except in connection with the Exchange Offer or the filing of the
Shelf Registration Statement, as the case may be, the Issuers will not, and
will not authorize or knowingly permit any person acting on their behalf
to, solicit any offer to buy or offer to sell the Securities by means of
any form of general solicitation or general advertising (including, without
limitation, as such terms are used in Regulation D under the Act) or in any
manner involving a public offering within the meaning of Section 4(2) of
the Act.
9
(o) Neither the Company nor any affiliate (as such term is defined in
Rule 501(b) under the Act) of the Company will offer, sell or solicit
offers to buy or otherwise negotiate in respect of any "security" (as
defined in the Act) which could reasonably be expected to be integrated
with the sale of the Securities in a manner that would require the
registration of the Securities under the Act.
(p) Each Security will bear the following legend until such legend
shall no longer be necessary or advisable because the Securities are no
longer subject to the restrictions on transfer described therein:
"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) (A "QIB"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF
RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE,
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR
ANY GUARANTOR, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS
A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES
ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
10
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI WHICH
PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND,
IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION",
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN THEM BY RULE
902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS
A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."
(q) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, except as described in the
Offering Memorandum with respect to the Pending Transactions, there will be
no transactions entered into by the Company or any of its subsidiaries
(each a "Subsidiary" and, collectively, the "Subsidiaries"), which are
material with respect to the Company or any of the Subsidiaries,
respectively, taken individually or as a whole, as determined in accordance
with the provisions and Rule 3-05 of Regulation S-X or other standards for
materiality as may be agreed upon by the Company and the Initial Purchasers
and there will be no dividend or distribution of any kind declared, paid or
made by the Company on any class of capital stock or other equity
interests.
4. ISSUERS' REPRESENTATIONS AND WARRANTIES. The Issuers represent
and warrant to each of you that:
11
(a) The Offering Memorandum, as of its date, contains all the
information that, if requested by a prospective purchaser, would be
required to be provided pursuant to Rule 144A(d)(4) under the Act. The
Offering Memorandum does not, and at the Closing Date, the Offering
Memorandum and any amendment or supplement thereto will not, contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
except that the representations and warranties contained in this paragraph
(a) shall not apply to statements in or omissions from the Offering
Memorandum (or any supplement or amendment thereto) based upon and
conforming with information relating to any Initial Purchaser furnished to
the Company by DLJ in writing by or on behalf of any Initial Purchaser,
expressly for use therein. The Issuers acknowledge for all purposes under
this Agreement that the statements with respect to price and discount and
the last paragraph on the cover page of the Offering Memorandum and the
information contained in the last two sentences of the third paragraph, the
fourth sentence of the fourth paragraph and the last three paragraphs under
the caption "Plan of Distribution" in the Offering Memorandum, the
information regarding stabilization on the inside front cover of the
Offering Memorandum (or any amendment or supplement thereto) constitute the
only written information furnished to the Company by DLJ or on behalf of
any Initial Purchaser expressly for use in the Offering Memorandum (or any
amendment or supplement thereto) and that the Initial Purchasers shall not
be deemed to have provided any other information (and therefore are not
responsible for any such statement or omission). No contract or document
that would be required to be described in the Offering Memorandum if the
Offering Memorandum were contained in a registration statement on Form S-1
under the Act is not so described.
(b) The Company and each of its Subsidiaries and Premiere has been
duly organized, is validly existing as a corporation in good standing under
the laws of its jurisdiction of organization and has the requisite
corporate power and authority to carry on
12
its business as it is currently being conducted, to own, lease and operate
its properties and, as applicable, to authorize the offering of the
Securities, to execute, deliver and perform this Agreement and the
Registration Rights Agreement, and to issue, sell and deliver the
Securities, and to execute, deliver and perform the Transaction Documents,
as applicable, and each is duly qualified and is in good standing as a
foreign corporation authorized to do business in each jurisdiction where
the operation, ownership or leasing of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified could not, singly or in the aggregate, reasonably be expected to
have a material adverse effect on the respective properties, business,
results of operations, condition (financial or otherwise), affairs or
prospects of each of the Company and the Subsidiaries taken as a whole (a
"Material Adverse Effect").
(c) All of the issued and outstanding shares of capital stock of, or
other ownership interests in, each Subsidiary have been duly and validly
authorized and issued, and all of the shares of capital stock of, or other
ownership interests in, each Subsidiary are owned, directly or through
Subsidiaries, by the Company and, upon completion of the transactions
contemplated by the Transaction Documents, all of the shares of capital
stock of, or other ownership interests in the assets of Premiere will be
owned directly or through Subsidiaries, by the Company. All such shares of
capital stock are fully paid and nonassessable, and are owned free and
clear of any security interest, mortgage, pledge, claim, lien or
encumbrance (each, a "Lien"), except for Liens arising under the Credit
Agreement, dated as of June 12, 1996, as amended and restated as of
February 14, 1997, by and among The Chase Manhattan Bank (as successor by
merger to Chemical Bank), as Administrative Agent, Banque Paribas, as
Documentation Agent, and Bank of America, Illinois, as Syndication Agent
(the "Credit Facility"). There are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale or
Liens related to or entitling any person to purchase or otherwise to
acquire any shares of the
13
capital stock of, or other ownership interest in, any Subsidiary and, with
respect to Premiere, except for the Premiere Merger and stock options
issued by Premiere which options will be cancelled in connection with the
Premiere Merger.
(d) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Offering Memorandum under "Capitalization";
all the shares of issued and outstanding Common Stock have been duly
authorized and validly issued and are fully paid, nonassessable and not
subject to any preemptive or similar rights.
(e) None of the Company, any of the Subsidiaries and Premiere is in
violation of their respective charters or bylaws or in default in the
performance of any bond, debenture, note or any other evidence of
indebtedness or any indenture, mortgage, deed of trust or other contract,
lease or other instrument to which the Company or any of the Subsidiaries
or Premiere is a party or by which any of them is bound, or to which any of
the property or assets of the Company or any of the Subsidiaries or
Premiere is subject, except, in the case of Premiere, as could not have a
Material Adverse Effect.
(f) The Transaction Documents have been duly authorized and validly
executed and delivered by the Issuers, as applicable, and constitute valid
and legally binding agreements of the Issuers, as applicable, enforceable
against the Issuers, as applicable, in accordance with their terms
(assuming, in the case of each of the Transaction Documents, the due
execution and delivery thereof by each party thereto, other than the
Issuers).
(g) The execution and delivery of this Agreement, the Registration
Rights Agreement, the Indenture and the Securities by the Issuers, the
issuance and sale of the Securities, the performance of this Agreement, the
Registration Rights Agreement and the Indenture and the consummation of the
transactions contemplated by this Agreement and the Indenture and the
execution and delivery of the Transaction Documents by each of the Issuers
and Premiere, as applicable, and the consummation of the Pending Transac-
14
tions will not (1) conflict with or result in a breach or violation of any
of the respective charters or bylaws of the Company or any of the
Subsidiaries or Premiere or any of the terms or provisions of, except, in
the case of Premiere, as could not have a Material Adverse Effect or (2)
constitute a default or cause an acceleration of any obligation under or
result in the imposition or creation of (or the obligation to create or
impose) a Lien with respect to, any bond, note, debenture or other evidence
of indebtedness or any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any of the Subsidiaries or
Premiere is a party or by which it or any of them is bound, or to which any
properties of the Company or any of the Subsidiaries or Premiere is or may
be subject, except, in the case of Premiere, as could not have a Material
Adverse Effect, or (3) contravene any order of any court or governmental
agency or body having jurisdiction over the Company or any of the
Subsidiaries or Premiere or any of their properties, or violate or conflict
with any statute, rule or regulation or administrative or court decree
applicable to the Company or any of the Subsidiaries or Premiere or any of
their respective properties, except, in the case of Premiere, as could not
have a Material Adverse Effect.
(h) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, pending against or
affecting the Company or any of the Subsidiaries or Premiere or any of
their respective properties, which would be required to be disclosed in the
Offering Memorandum if it were a prospectus that was part of a registration
statement filed under the Act, or which could reasonably be expected to
result, singly or in the aggregate, in a Material Adverse Effect or which
could reasonably be expected to materially and adversely affect the
consummation of this Agreement or the transactions contemplated hereby or
the consummation of the Transaction Documents or the Pending Transactions,
and to the best of the Company's knowledge, no such proceedings are
contemplated or threatened. No contract or document of a character that
would be required to be described in the Offering Memorandum if it were a
15
prospectus that was part of a registration statement filed under the Act is
not so described.
(i) To the best knowledge of the Company, no action has been taken
with respect to the Company or any of its Subsidiaries, and no statute,
rule or regulation or order has been enacted, adopted or issued by any
governmental agency which prevents the issuance of the Securities, prevents
or suspends the use of the Offering Memorandum or suspends the sale of the
Securities in any jurisdiction referred to in Section 3(e) hereof; no
injunction, restraining order or order of any nature by a Federal or state
court of competent jurisdiction has been issued with respect to the Company
or any of its Subsidiaries which would prevent the issuance of the
Securities, prevent or suspend the use of the Offering Memorandum or
suspend the sale of the Securities in any jurisdiction referred to in
Section 3(e) hereof; no action, suit or proceeding before any court or
arbitrator or any governmental body, agency or official (domestic or
foreign) is pending against or, to the knowledge of the Company, threatened
against, the Company or any of its Subsidiaries which, if adversely
determined, could reasonably be expected to (a) interfere with or adversely
affect the issuance of the Securities, or (b) in any manner invalidate this
Agreement, the Registration Rights Agreement or the Indenture; and every
request of any securities authority or agency of any jurisdiction for
additional information (to be included in the Offering Memorandum or
otherwise) has been complied with in all material respects or responded to
in a manner acceptable to such securities authority.
(j) (i) None of the Company, any of the Subsidiaries and Premiere is
in violation of any Federal, state or local laws and regulations relating
to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, ground water, land surface
or subsurface strata), including, without limitation, laws and regulations
relating to emissions, discharges, releases or threatened releases of toxic
or hazardous substances, materials or wastes, or petroleum and petroleum
products ("Materials of Environmental Concern"), or otherwise relating to
the
16
protection of human health and safety, or the storage, disposal, transport
or handling of Materials of Environmental Concern (collectively,
"Environmental Laws"), which violation includes, but is not limited to,
noncompliance with any permits or other governmental authorizations, except
to the extent that any such violation could not have a Material Adverse
Effect or otherwise would be required to be disclosed in the Offering
Memorandum if it were a prospectus that was part of a registration
statement filed under the Act; and (ii) to the best knowledge of the
Company and any of the Subsidiaries, after due inquiry, (A) none of the
Company, any of the Subsidiaries, Premiere and any of the other parties to
the Transaction Documents (the "Pending Transaction Parties") with respect
to the properties and radio stations to be purchased or sold pursuant to
the Transaction Documents (the "Pending Properties") has received any
communication (written or oral), whether from a governmental authority or
otherwise, alleging any such violation or noncompliance, and there are no
circumstances, either past, present or that are reasonably foreseeable,
that may lead to such violation in the future, (B) there is no pending or
threatened claim, action, investigation or notice (written or oral) by any
person or entity alleging potential liability for investigatory, cleanup,
or governmental responses costs, or natural resources or property damages,
or personal injuries, attorney's fees or penalties relating to (x) the
presence, or release into the environment, of any Material of Environmental
Concern at any location owned or operated by the Company, any of the
Subsidiaries, Premiere, and the Pending Transaction Parties with respect to
the Pending Properties, now or in the past, or (y) circumstances forming
the basis of any violation, or alleged violation, of any Environmental Law
(collectively, "Environmental Claims") that could have a Material Adverse
Effect or otherwise would be required to be disclosed in the Offering
Memorandum if it were a prospectus that was part of a registration
statement filed under the Act, and (C) there are no past or present
actions, activities, circumstances, conditions, events or incidents, that
could form the basis of any Environmental Claim against the Company, any of
the Subsidiaries, Premiere, and the Pending Transaction Par-
17
ties with respect to the Pending Properties, or against any person or
entity whose liability for any Environmental Claim the Company, any of the
Subsidiaries, Premiere, and the Pending Transaction Parties with respect to
the Pending Properties, have retained or assumed either contractually or by
operation of law. In the ordinary course of its business, each of the
Company and the Subsidiaries and Premiere conducts a periodic review of the
effect of Environmental Laws on the business, operations and properties of
the in the course of which it identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance
with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties); on the basis of such review, the Company and the Subsidiaries,
have reasonably concluded that such associated costs and liabilities could
not have a Material Adverse Effect.
(k) None of the Company, any of the Subsidiaries, Premiere, and to
the knowledge of the Company, the Pending Transaction Parties with respect
to the Pending Properties, has violated any Federal, state or local law
relating to discrimination in the hiring, promotion or pay of employees nor
any applicable wage or hour laws, nor any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") or the rules and
regulations promulgated thereunder, nor has the Company or any of the
Subsidiaries or Premiere or, to the knowledge of the Company, the Pending
Transaction Parties with respect to the Pending Properties, engaged in any
unfair labor practice, which in each case described in this sentence could
reasonably be expected to result, singly or in the aggregate, in a Material
Adverse Effect. There is (i) no significant unfair labor practice
complaint pending against the Company or any of the Subsidiaries or
Premiere or, to the knowledge of the Company, the Pending Transaction
Parties with respect to the Pending Properties, or, to the best knowledge
of the Company, threatened against any of them, before the National Labor
Relations Board or any state or local labor rela-
18
tions board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is
so pending against the Company or any of the Subsidiaries or Premiere or,
to the knowledge of the Company, the Pending Transaction Parties with
respect to the Pending Properties, or, to the best knowledge of the
Company, threatened against any of them, (ii) no significant strike, labor
dispute, slowdown or stoppage pending against the Company or any of its
Subsidiaries or Premiere or, to the knowledge of the Company, the Pending
Transaction Parties with respect to the Pending Properties, or, to the best
knowledge of the Company, threatened against the Company or any of the
Subsidiaries, Premiere, or the Pending Transaction Parties with respect to
the Pending Properties and (iii) to the best knowledge of the Company, no
union representation question existing with respect to the employees of the
Company or any of the Subsidiaries, or the Pending Transaction Parties with
respect to the Pending Properties, and, to the best knowledge of the
Company, no union organizing activities are taking place, except (with
respect to any matter specified in clause (i), (ii) or (iii) above, singly
or in the aggregate) such as could not have a Material Adverse Effect.
(l) Based on the "Notice to Investors" section of the Offering
Memorandum, the execution and delivery of this Agreement and the
Transaction Documents, and the sale of the Securities to be purchased by
the Initial Purchasers will not involve any non-exempt prohibited
transaction within the meaning of Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, or the rules and regulations
promulgated thereunder ("ERISA") or Section 4975 of the Internal Revenue
Code of 1986, as amended, or the rules, regulations and published
interpretations promulgated thereunder (the "Code"). No condition exists
or event or transaction has occurred in connection with any employee
benefit plan maintained by the Company or any of its ERISA Affiliates that
could result in the Company or any such ERISA Affiliate incurring any
liability, fine or penalty that could, singly or in the aggregate, have a
Material Adverse Effect. With respect to any employee pension benefit plan
that is subject to Title
19
IV of ERISA, except as adequately disclosed in the Offering Memorandum, (i)
the fair market value of the assets of such employee pension benefit plan
equals or exceeds the present value of the liabilities of such pension plan
(as determined in accordance with the actuarial methods and assumptions set
forth in the latest actuarial report for such employee pension benefit
plan), except where the failure to so equal or exceed would not, singly or
in the aggregate, have a Material Adverse Effect and (ii) there exists no
accumulated funding deficiency which would have, singly or in the
aggregate, a Material Adverse Effect. The terms "employee benefit plan,"
"employee pension benefit plan" and "party in interest" shall have the
meanings assigned to such terms in Section 3 of ERISA, the term "Affiliate"
shall have the meaning assigned to such term in Section 407(d)(7) of ERISA,
and the term "disqualified person" shall have the meaning assigned to such
term in Section 4975 of the Code.
(m) The Company, each of its Subsidiaries and Premiere each have
good and marketable title, free and clear of all Liens, to all property and
assets described in the Offering Memorandum as being owned by it, except
for (i) Liens pursuant to the Credit Facility and (ii) Liens on general
office equipment which are not material to the Company's operations. All
leases to which the Company, the Subsidiaries or Premiere are a party are
valid and binding and no default has occurred or is continuing thereunder
and the Company, each of its Subsidiaries and Premiere enjoy peaceful and
undisturbed possession under all such leases to which any of them is a
party as lessee with such exceptions as do not materially interfere with
the use made by the Company or any such Subsidiary or Premiere.
(n) The respective firm of accountants that has certified or shall
certify the applicable consolidated financial statements and supporting
schedules of the Company, E.F.M. Media Management, Inc., E.F.M. Publishing,
Inc. and ▇▇▇ Media, Inc. (the "Combined E.F.M. Companies"), and Premiere
filed, to be filed or incorporated by reference as part of the Offering
Memorandum are independent public accountants with respect to the Company,
the Subsidiaries
20
and the Combined E.F.M. Companies and Premiere, as required by the Act.
The consolidated historical and PRO FORMA financial statements, together
with related schedules and notes, set forth in the Offering Memorandum
comply as to form in all material respects with the requirements of the
Act. Such historical financial statements fairly present the consolidated
financial position of the Company, the Subsidiaries and the Combined E.F.M.
Companies and Premiere, at the respective dates indicated and the results
of their operations and their cash flows for the respective periods
indicated, in accordance with generally accepted accounting principles
("GAAP") consistently applied throughout such periods. Such PRO FORMA
financial statements have been prepared on a basis consistent with such
historical statements, except for the PRO FORMA adjustments specified
therein, and give effect to assumptions made on a reasonable basis and
present fairly the historical and proposed transactions contemplated by the
Offering Memorandum and the Transaction Documents. The other financial and
statistical information and data included in the Offering Memorandum,
historical and PRO FORMA, are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements
and the books and records of the Company and the Combined E.F.M. Companies
and Premiere.
(o) Subsequent to the respective dates as of which information is
given in the Offering Memorandum and up to the Closing Date, none of the
Company, any of the Subsidiaries or Premiere have incurred any liabilities
or obligations, direct or contingent, which are material to the Company and
the Subsidiaries taken as a whole, nor entered into any transaction not in
the ordinary course of business and there has not been, singly or in the
aggregate, any material adverse change, or any development which could
reasonably be expected to involve a material adverse change, in the
properties, business, results of operations, condition (financial or
otherwise), affairs or prospects of the Company and the Subsidiaries taken
as a whole (a "Material Adverse Change").
21
(p) All tax returns required to be filed by the Company, any of the
Subsidiaries and Premiere in any jurisdiction have been filed, other than
those filings being contested in good faith, and all material taxes,
including withholding taxes, penalties and interest, assessments, fees and
other charges due or claimed to be due from such entities have been paid,
other than those being contested in good faith and for which adequate
reserves have been provided or those currently payable without penalty or
interest.
(q) No authorization, approval or consent or order of, or filing
with, any court or governmental body or agency is necessary in connection
with the transactions contemplated by the Pending Transactions, except such
as may be required by the NASD or have been obtained and made under the
Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the
"TIA") or state securities or "Blue Sky" laws or regulations. Neither the
Company nor any of its affiliates is presently doing business with the
government of Cuba or with any person or affiliate located in Cuba.
(r) (i) Each of the Company, the Subsidiaries and Premiere and, to
the knowledge of the Company, any of the Pending Transaction Parties with
respect to the Pending Properties, has all certificates, consents,
exemptions, orders, permits, licenses, authorizations, or other approvals
(each, an "Authorization") of and from, and has made all declarations and
filings with, all Federal, state, local and other governmental authorities
(including the Federal Communications Commission ("FCC")), all self-
regulatory organizations and all courts and other tribunals, necessary or
required to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Offering Memorandum,
except to the extent that the failure to obtain or file could not, singly
or in the aggregate, reasonably be expected to have a Material Adverse
Effect, (ii) all such Authorizations are valid and in full force and
effect, (iii) each of the Company, the Subsidiaries and Premiere and, to
the knowledge of the Company, the Pending Transaction Parties with respect
to the Pending
22
Properties, is in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of
the regulatory authorities and governing bodies having jurisdiction with
respect thereto and (iv) each commercial radio broadcast station identified
in the Offering Memorandum as owned and operated by any of the Company, the
Subsidiaries or Premiere, or, to the knowledge of the Company, the Pending
Transaction Parties with respect to the Pending Properties, as applicable,
is operating with the maximum facilities specified by the Authorization
pertaining thereto.
(s) Neither the Company nor any of the Subsidiaries is (a) an
"investment company" or a company "controlled" by an investment company
within the meaning of the Investment Company Act of 1940, as amended, or
(b) a "holding company" or a "subsidiary company" of a holding company, or
an "affiliate" thereof within the meaning of the Public Utility Holding
Company Act of 1935, as amended.
(t) Except as disclosed in the Offering Memorandum, no holder of any
security of the Company has or will have any right to require the
registration of such security by virtue of any transaction contemplated by
this Agreement.
(u) Each of the Company, the Subsidiaries and Premiere and, to the
knowledge of the Company, the Pending Transaction Parties with respect to
the Pending Properties, possesses the patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names
(collectively, "Intellectual Property") presently employed by them in
connection with the businesses now operated by them, and none of the
Company, the Subsidiaries and Premiere, and, to the knowledge of the
Company, the Pending Transaction Parties with respect to the Pending
Properties, has received any notice of infringement of or conflict with
asserted rights of others with respect to the foregoing which, singly or in
the aggregate, could reasonably be expected to result in any Mate-
23
rial Adverse Change. The use of such Intellectual Property in connection
with the business and operations of each of the Company, the Subsidiaries
and Premiere, and, to the knowledge of the Company, the Pending Transaction
Parties with respect to the Pending Properties does not, to the Company's
knowledge, infringe on the rights of any person except where any such
infringement has not resulted in, or could not reasonably be expected to
result in any Material Adverse Change.
(v) Each certificate signed by any officer of any Issuer and
delivered to the Initial Purchasers or counsel for the Initial Purchasers
shall be deemed to be a representation and warranty by the applicable
Issuer to each Initial Purchaser as to the matters covered thereby.
(w) Each of the Company, the Subsidiaries and Premiere maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (1) transactions are executed in accordance with
management's general or specific authorizations; (2) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability; (3) access to
assets is permitted only in accordance with management's general or
specific authorization; and (4) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
(x) The Company has applied to have the Securities designated as
PORTAL securities in accordance with the rules and regulations of the NASD.
(y) Neither the Company nor any affiliate (as such term is defined in
Rule 501(b) under the Act) has, directly or through any agent, sold,
offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Act) which is or will be
integrated with the sale of the Securities in a manner that would require
the registration of the Securities under the Act.
24
(z) None of the Company, its Subsidiaries and any officer, director
or other person (other than you, as to whom the Company makes no
representation) acting on its behalf has engaged, in connection with the
offering of the Securities, in any form of general solicitation or general
advertising, including but not limited to the methods described in Rule
502(c) under the Act.
(aa) Assuming the accuracy of your representations contained Section
5 hereof and your compliance with your agreements therein set forth, it is
not necessary, in connection with the sale and delivery of the Securities
to you and the offer and resale of the Securities by you, in each case in
the manner contemplated by this Agreement and the Offering Memorandum, to
register the Securities under the Act or to qualify the Indenture under the
TIA.
(aa) Each of the Company, the Subsidiaries and Premiere and, to the
knowledge of the Company, the Pending Transaction Parties with respect to
the Pending Properties, maintains insurance covering their properties,
operations, personnel and businesses. Such insurance insures against such
losses and risks as are adequate in accordance with customary industry
practice to protect the Company and its Subsidiaries and their businesses.
None of the Company, any Subsidiary and Premiere, and, to the knowledge of
the Company, the Pending Transaction Parties with respect to the Pending
Properties, has received notice from any insurer or agent of such insurer
that substantial capital improvements or other expenditures will have to be
made in order to continue such insurance. All such insurance is
outstanding and duly in force on the date hereof and will be outstanding
and duly in force on the Closing Date.
(bb) Neither the Company nor Premiere has, directly or indirectly,
paid or delivered any fee, commission or other sum of money or item or
property, however characterized, to any finder, agent, government official
or other party, in the United States or any other country, which is in any
manner related to the business or operations of the Company or Premiere,
respectively, which the Company knows
25
or has reason to believe to have been illegal under any Federal, state or
local laws of the United States or any other country having jurisdiction;
and neither the Company nor Premiere has participated, directly or
indirectly, in any boycotts or other similar practices in contravention of
law affecting any of its actual or potential customers.
(cc) Neither the Company nor Premiere owns any "margin securities" as
that term is defined in Regulations G and U of the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board"), and, except as
disclosed in the Offering Memorandum, none of the proceeds of the sale of
the Securities will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security, for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or
carry any margin security or for any other purpose which might cause any of
the Securities to be considered a "purpose credit" within the meanings of
Regulation G, T, U or X of the Federal Reserve Board.
(dd) Each person described in the Offering Memorandum as a person to
whom the Company or any of the Subsidiaries provides programming pursuant
to a local marketing agreement or a joint sales agreement (a "Licensee")
has been issued by the FCC an FCC license (which is in full force and
effect) for the operation of the commercial radio broadcast station
identified in the Offering Memorandum as programmed by the Company or any
of its Subsidiaries, which licenses expire on the dates set forth in the
Offering Memorandum.
(ee) Each person described in the Offering Memorandum as a person to
whom the Company or any of the Subsidiaries provides programming pursuant
to an exclusive sales agency agreement (a "Mexican Licensee"), has been
issued by the Mexican government all necessary Mexican licenses (which are
in full force and effect) for the operation of the commercial radio
broadcast station identified in the Offering Memorandum as programmed by
the Company or any of its Subsidiaries. Each of the Company and its
26
Subsidiaries have all Authorizations necessary to deliver programming to
the Mexican Licensees.
(ff) Each of the Company, its Subsidiaries and Premiere and, to the
knowledge of the Company, the Pending Transaction Parties with respect to
the Pending Properties, has filed with the FCC all material reports,
documents, instruments, information and applications required to be filed
pursuant to the FCC's rules, regulations and requests. No notice has been
issued by the FCC which could permit, or after notice or lapse of time or
both could permit, revocation or termination of any FCC license of any of
the Subsidiaries, Premiere or, to the knowledge of the Company, the Pending
Transaction Parties with respect to the Pending Properties, or to the
knowledge of the Company, of any of the Licensees prior to the expiration
dates thereof or which could reasonably be expected to result in any other
material impairment of any of the Subsidiaries', or Premiere or its
subsidiaries, or, to the knowledge of the Company, the Pending Transaction
Parties or their subsidiaries with respect to the Pending Properties, or,
to the knowledge of the Company, of any of the Licensees' rights thereunder
and which could reasonably be expected to, singly or in the aggregate, have
a Material Adverse Effect.
(gg) Each of the Company's radio and television stations (the
"Stations")is now operating, and has operated, in compliance in all
material respects with the Communications Act of 1934, as amended (the
"Communications Act"), and the published rules and regulations of the FCC.
There is not issued, outstanding or pending any Notice of Violation, Notice
of Apparent Liability, Order to Show Cause, material complaint or
investigation by or before the FCC which could materially threaten or
materially adversely affect any of the Company's or any of its
Subsidiaries', Premiere or its subsidiaries', or, to the knowledge of the
Company, the Pending Transaction Parties or their subsidiaries' with
respect to the Pending Properties, or, to the knowledge of the Company, any
Licensees' FCC licenses or which could reasonably be expected to result in
any material adverse effect upon any of the Company's Subsidiaries,
Premiere or its subsidiaries, or, to the
27
knowledge of the Company, the Pending Transaction Parties or their
subsidiaries with respect to the Pending Properties, or, to the knowledge
of the Company, any Licensees' operation of its respective stations and
which could reasonably be expected to, singly or in the aggregate, have a
Material Adverse Effect, nor does the Company have reason to believe that
the FCC licenses with respect to the Stations will not be renewed for a
full eight year term when such FCC licenses are due for renewal.
(hh) The execution, delivery and performance of the obligations by
the Company under this Agreement are not and will not be contrary to the
Communications Act, as amended, will not result in any violation of the
FCC's published rules and regulations, will not cause any forfeiture or
impairment of any FCC license of any of the Stations by or before the FCC,
and will not require any consent, approval or authorization of the FCC.
(ii) The execution, delivery and performance of the obligations by
each of the Issuers, as applicable, PRN Holding and Premiere (each, a
"Premiere Transaction Party" and, collectively, the "Premiere Transaction
Parties") and, to the knowledge of the Company, by the Pending Transaction
Parties with respect to the Pending Properties to the extent each is a
party to the Transaction Documents are not and will not be contrary to the
Communications Act, will not result in any violation of the FCC's published
rules and regulations, will not cause any forfeiture or impairment of any
FCC license of any of the Stations by or before the FCC, and will not
require any consent, approval or authorization of the FCC. All necessary
applications, exhibits or other filings required by the FCC for transfer of
control of the Stations now controlled by the Pending Transaction Parties
with respect to the Pending Properties pursuant to the applicable
Transaction Documents have been filed with the FCC (the "Transfer
Applications"). To the best of the Company's knowledge, there are no
circumstances that would cause the FCC to reject the Transfer Applications.
(jj) The Premiere Transaction Parties and, to the knowledge of the
Company, the Pending Transac-
28
tion Parties, have, to the extent each is or will be a party thereto, all
requisite corporate power and authority to execute, deliver and perform
their respective obligations under each of the Transaction Documents; each
of the Transaction Documents has been duly and validly authorized, executed
and delivered by the Premiere Transaction Parties and, to the knowledge of
the Company, the Pending Transaction Parties, to the extent each is a party
thereto, and each constitutes a valid and legally binding agreement of the
Premiere Transaction Party and, to the knowledge of the Company, the
Pending Transaction Parties, enforceable against each Premiere Transaction
Party or Pending Transaction Party, as applicable, in accordance with its
terms; except as set forth in the Offering Memorandum, no consent,
approval, authorization or order of any court or governmental agency or
body is required for the performance of any of the Transaction Documents by
each of the Premiere Transaction Parties or, to the knowledge of the
Company, each Pending Transaction Party, to the extent each is a party
thereto, or the consummation by each of the Premiere Transaction Parties,
or to the knowledge of the Company, each of the Pending Transaction
Parties, of any of the transactions contemplated thereby, except such as
may be required and have been obtained under state securities or "Blue Sky"
laws or regulations or such as may be required by the NASD in connection
with the purchase and distribution of the Securities by the Initial
Purchasers; and none of the Premiere Transaction Parties, is (i) in
violation of its charter or bylaws, (ii) in violation of any statute,
judgment, decree, order, rule or regulation applicable to any of them or
any of their respective properties or assets, which violation would have a
Material Adverse Effect, or (iii) in default in the performance or
observance of any obligation, agreement, covenant or condition contained in
any of the Transaction Documents or any other contract, indenture,
mortgage, deed of trust, loan agreement, note, lease, license, franchise
agreement, permit, Authorizations, certificate or agreement or instrument
to which any of them is a party or to which any of them is subject, which
default would have a Material Adverse Effect.
29
(kk) The execution, delivery and performance by the Premiere
Transaction Parties, to the extent each is a party thereto, of each of the
Transaction Documents, and the consummation by the respective Premiere
Transaction Parties of the transactions contemplated thereby, will not
violate, conflict with or constitute or result in a breach of or a default
under (or an event which, with notice or lapse of time, or both, would
constitute a breach of or a default under) any of (i) the terms or
provisions of any of the Transaction Documents or any other indenture,
mortgage, deed of trust, loan agreement, note, lease, license, franchise
agreement, or agreement or instrument to which a Premiere Transaction
Party, is a party or to which any of their respective properties or assets
are subject, which violation, conflict, breach or default would have a
Material Adverse Effect, (ii) the charter or bylaws of the Premiere
Transaction Party, or (iii) any statute, judgment, decree, order, rule or
regulation of any court, governmental agency or other body or self
regulatory organization applicable to each Premiere Transaction Party, or
any of their respective properties or assets, which violation, conflict,
breach or default would have a Material Adverse Effect.
(ll) The Premiere Merger has been duly authorized by the Premiere
Transaction Parties and the transactions contemplated by the Transaction
Documents have been approved, to the extent required, by all appropriate
corporate action; approval of the transactions contemplated by the
Transaction Documents by the shareholders of the Company is not required.
(mm) The Company has delivered to the Initial Purchasers a true and
correct copy of each of the Transaction Documents that have been executed
and delivered prior to the date of this Agreement and each other
Transaction Document in the form substantially as it will be executed and
delivered, together with all related agreements and all schedules and
exhibits thereto, and there have been no amendments, alterations,
modifications or waivers of any of the provisions of any of the Transaction
Documents since their date of execution or from the form in which it
30
has been delivered to the Initial Purchasers; there exists as of the date
hereof (after giving effect to the transactions contemplated by the
Transaction Documents) no event or condition which would constitute a
default or an event of default (in each case as defined in the Credit
Facility) under the Credit Facility, and no event or condition which would
constitute a default or an event of default (in each case as defined in
each of the Transaction Documents) under any of the Transaction Documents
other than the Credit Facility, which would result in a Material Adverse
Effect or materially adversely effect the ability of each of the Company or
Premiere to consummate the transactions contemplated by the Transaction
Documents.
(nn) No director, officer or substantial shareholder of the Company
has a 5% or greater interest (or no such persons collectively have a 10% or
greater interest), directly or indirectly, in Premiere.
(oo) The shares of Common Stock to be issued pursuant to the Premiere
Merger Agreement and pursuant to the terms of the other Pending
Transactions, will not, in the aggregate, have upon issuance, voting power
equal to or in excess of 20% of the voting power outstanding before the
issuance of the Common Stock or securities convertible into or exercisable
for Common Stock.
(pp) The Company has filed with the Commission all filings that are
required to be filed as of the date hereof with respect to the financial
statements of each of the Premiere and each of the Pending Transaction
Parties in filings made under the Act and under the Exchange Act,
specifically as required by Rule 3-05 of Regulation S-X and General
Instructions and Item 7 of Form 8-K.
(qq) The Indenture, as of the date hereof and at the Closing Date,
will conform in all material respects to the requirements of the TIA
applicable to an indenture which is qualified under the TIA.
31
(ss) Each of the representations and warranties contained in each of
the Transaction Documents are true and correct on and as of the date
hereof, except as could not have a Material Adverse Effect.
5. INITIAL PURCHASERS' REPRESENTATIONS AND WARRANTIES. Each of the
Initial Purchasers, represents and warrants, severally and not jointly, to the
Company and the Guarantors and agrees that:
(a) Such Initial Purchaser is either a QIB or an Accredited
Institution, in either case, with such knowledge and experience in
financial and business matters as is necessary in order to evaluate the
merits and risks of an investment in the Series A Notes.
(b) Such Initial Purchaser (A) is not acquiring the Series A Notes
with a view to any distribution thereof or with any present intention of
offering or selling any of the Series A Notes in a transaction that would
violate the Act or the securities laws of any state of the United States or
any other applicable jurisdiction and (B) will be reoffering and reselling
the Securities only to (x) QIBs in reliance on the exemption from the
registration requirements of the Act provided by Rule 144A, and (y)
Accredited Institutions that execute and deliver a letter containing
certain representations and agreements in the form attached as ANNEX A to
the Offering Memorandum.
(c) Such Initial Purchaser agrees that no form of general
solicitation or general advertising (within the meaning of Regulation D
under the Act) has been or will be used by such Initial Purchaser or any of
its representatives in connection with the offer and sale of the Securities
pursuant hereto, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine or similar medium or
broadcast over television or radio, or any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.
(d) Such Initial Purchaser agrees that such Initial Purchaser will
solicit offers to buy the
32
Securities only from, and will offer to sell the Securities only to,
Eligible Purchasers. Each Initial Purchaser further agrees that it will
offer to sell the Securities only to, and will solicit offers to buy the
Securities only from (A) QIBs who, in purchasing the Securities, will be
deemed to have represented and agreed that (x) they are purchasing the
Securities for their own accounts or accounts with respect to which they
exercise sole investment discretion and that they or such accounts are QIBs
and (y) they acknowledge that any sale of such Securities will be made in
reliance of Rule 144A under the Act and (B) Accredited Institutions who
make the representations contained in, and execute and return to the
Initial Purchaser, a certificate in the form of Annex A attached to the
Offering Memorandum and (2) Eligible Purchasers that agree that (x)
Securities purchased by them may not be resold, pledged or otherwise
transferred except within the time period referred to under Rule 144(k)
(taking into account the provisions of Rule 144(d) under the Act, if
applicable) under the Act, as in effect on the date of the transfer of such
Securities, only (I) to JCC, (II) to a person whom the holder reasonably
believes is a QIB purchasing in a transaction meeting the requirements of
Rule 144A under the Act, (III) pursuant to the exemption from registration
provided by Rule 144 or Regulation S under the Act (if available), (IV) to
an Accredited Institution which prior to such transfer, furnishes to the
Trustee a signed letter containing certain representations and agreements
relating to the registration of transfer of this Security (the form of
which is substantially the same as Annex A of the Offering Memorandum) and,
if such transfer is in respect of an aggregate principal amount of
Securities at the time of transfer of less than $250,000, an opinion of
counsel acceptable to JCC that such transfer is in compliance with the Act
or (V) pursuant to an effective registration statement under the Act and,
in each case, in accordance with applicable state securities laws, and (y)
will inform each subsequent holder that such subsequent holder is required
to, notify any subsequent purchaser from it of the foregoing.
6. INDEMNIFICATION.
33
(a) The Issuers, jointly and severally, agree to indemnify and hold
harmless (i) each of the Initial Purchasers and (ii) each person, if any,
who controls (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) any of the Initial Purchasers (any of the persons
referred to in this clause (ii) being hereinafter referred to as a
"controlling person"), and (iii) the respective officers, directors,
partners, employees, representatives and agents of any of the Initial
Purchasers or any controlling person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Person") to
the fullest extent lawful, from and against any and all losses, claims,
damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced
or threatened, including the reasonable fees and expenses of counsel to any
Indemnified Person) directly or indirectly caused by, related to, based
upon, arising out of or in connection with any untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum
(including any amendment or supplement thereto) or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, PROVIDED, HOWEVER, that except
insofar as such losses, claims, damages, liabilities, judgments, actions or
expenses are caused by an untrue statement or omission or alleged untrue
statement or omission that is made in reliance upon and in conformity with
information relating to any of the Initial Purchasers furnished in writing
to the Issuers by DLJ expressly for use in the Offering Memorandum. The
Company shall notify you promptly of the institution, threat or assertion
of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement which
involves the Issuers or an Indemnified Person.
(b) In case any action or proceeding (including any governmental
investigation) shall be brought
34
or asserted against any of the Indemnified Persons with respect to which
indemnity may be sought against the Issuers, such Initial Purchaser (or the
Initial Purchaser controlled by such controlling person) shall promptly
notify the Company in writing (provided, that the failure to give such
notice shall not relieve the Issuers of their obligations pursuant to this
Agreement). Such Indemnified Person shall have the right to employ its own
counsel in any such action and the fees and expenses of such counsel shall
be paid, as incurred, by the Issuers (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder). The Issuers shall not, in connection with any
one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition
to any local counsel) at any time for such Indemnified Persons, which firm
shall be designated by DLJ. The Issuers shall be liable for any settlement
of any such action or proceeding effected with the Company's prior written
consent, which consent will not be unreasonably withheld, and the Issuers,
jointly and severally, agree to indemnify and hold harmless any Indemnified
Person from and against any loss, claim, damage, liability or expense by
reason of any settlement of any action effected with the written consent of
the Company. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested the Issuers to reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by the
second sentence of this paragraph, the Issuers, jointly and severally,
agree that they shall be liable for any settlement of any proceeding
effected without the Company's written consent if (i) such settlement is
entered into more than 10 business days after receipt by the Company of the
aforesaid request, and (ii) the Issuers shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of
such settlement. The Issuers shall not, without the prior written consent
of each Indemnified Person, settle or compromise or consent to the entry of
judgment in or
35
otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Person
is a party thereto), unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Person
from all liability arising out of such action, claim, litigation or
proceeding.
(c) Each of the Initial Purchasers agrees, severally and not jointly,
to indemnify and hold harmless the Issuers, their directors, any person
controlling (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Issuers, and the officers, directors, partners,
employees, representatives and agents of each such person, to the same
extent as the foregoing indemnity from the Issuers to each of the
Indemnified Persons, but only with respect to claims and actions based on
information relating to such Initial Purchaser furnished in writing by DLJ
expressly for use in the Offering Memorandum.
(d) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities, judgments, actions or expenses referred to herein,
then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities, judgments,
actions and expenses (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other hand from the offering of the
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying parties and the indemnified
party, as well as any other relevant equitable considerations. The
relative benefits received by the Issuers, on the one hand, and any of the
Initial Purchasers, on the other hand, shall be deemed to be in the same
pro-
36
portion as the total proceeds from the offering (net of discounts and
commissions but before deducting expenses) received by the Issuers bear to
the total discounts and commissions received by such Initial Purchaser, in
each case as set forth in the table on the cover page of the Offering
Memorandum. The relative fault of the Issuers and the Initial Purchasers
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact related to information supplied by the
Issuers or the Initial Purchasers and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The indemnity and contribution obligations of the
Issuers set forth herein shall be in addition to any liability or
obligation the Issuers may otherwise have to any Indemnified Person.
The Issuers and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were determined
by PRO RATA allocation (even if the Initial Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities,
judgments, actions or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 6, none of the
Initial Purchasers (and its related Indemnified Persons) shall be required
to contribute, in the aggregate, any amount in excess of the amount by
which the total discounts and commissions applicable to the Securities
purchased by such Initial Purchaser exceeds the amount of any damages which
such Initial Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation
37
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligations to contribute
pursuant to this Section 6(d) are several in proportion to the respective
number of Securities purchased by each of the Initial Purchasers hereunder
and not joint.
7. CONDITIONS OF THE INITIAL PURCHASERS' OBLIGATIONS. The several
obligations of the Initial Purchasers to purchase the Securities under this
Agreement are subject to the satisfaction of each of the following conditions:
(a) All the representations and warranties of the Issuers contained
in this Agreement shall be true and correct on the Closing Date with the
same force and effect as if made on and as of the Closing Date. The
Company shall have performed or complied with all of its obligations and
agreements herein contained and required to be performed or complied with
by it at or prior to the Closing Date.
(b) (i) The Offering Memorandum shall have been printed and copies
distributed to the Initial Purchasers as promptly as practicable following
the date of this Agreement or at such other date and time as to which you
may agree, (ii) and no stop order suspending the sale of the Securities by
the Commission or in any jurisdiction referred to in Section 3(e) of this
Agreement shall have been issued and no proceeding for that purpose shall
have been commenced or shall be pending or threatened.
(c) No action shall have been taken and no statute, rule, regulation
or order shall have been enacted, adopted or issued by any governmental
agency which would, as of the Closing Date, prevent the issuance of the
Securities; and no injunction, restraining order or order of any nature by
a Federal or state court of competent jurisdiction shall have been issued
as of the Closing Date which would prevent the issuance of the Securities
or the consummation of the Pending Transactions.
38
(d) (i) Since the date hereof or since the dates as of which
information is given in the Offering Memorandum, there shall not have been
any Material Adverse Change, (ii) since the date of the latest balance
sheet included, or incorporated by reference, in the Offering Memorandum,
there shall not have been any material change in the capital stock or long-
term debt, or material increase in short-term debt, of the Company or any
of the Subsidiaries taken as a whole and (iii) the Company and the
Subsidiaries taken as a whole, shall have no liability or obligation,
direct or contingent, that is material to the Company and the Subsidiaries
taken as a whole, respectively, and is required to be disclosed on a
balance sheet in accordance with GAAP and is not disclosed on the latest
applicable balance sheet included in the Offering Memorandum.
(e) The Securities shall have been designated PORTAL securities in
accordance with the rules and regulations adopted by the NASD relating to
trading in the PORTAL market.
(f) You shall have received a certificate of the Company, dated the
Closing Date, executed on behalf of the Company, by the President or any
Vice President and a principal financial or accounting officer of the
Company confirming, as of the Closing Date, the matters set forth in
paragraphs (a), (b), (c) and (d) of this Section 7.
(g) On the Closing Date, you shall have received:
(1) an opinion (satisfactory to you and your counsel), dated the
Closing Date, of ▇▇▇▇▇▇▇, Head & ▇▇▇▇▇▇▇, counsel for the Company, (which
opinion shall, in regards to any matters covered by the law of the States
of Colorado, Florida or Georgia, rely on the opinion of Colorado, Florida
or Georgia counsel, respectively, reasonably acceptable to the Initial
Purchasers), to the effect that:
(i) (A) the Company and each of the Subsidiaries is a
duly organized and validly existing corporation in good standing under
the laws of its jurisdiction of incorporation,
39
has the requisite corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Offering Memorandum, and is duly qualified as a foreign corporation
and in good standing in each jurisdiction where the ownership, leasing
or operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not
be reasonably expected to have, singly or in the aggregate, a Material
Adverse Effect; and (B) the Issuers have the requisite corporate power
and authority to execute, deliver and perform this Agreement and the
Registration Rights Agreement;
(ii) the Transaction Documents have been duly authorized,
executed and delivered by the Issuers, as applicable;
(iii) the authorized, issued and outstanding capital stock
of the Company is as set forth in the Offering Memorandum under
"Capitalization";
(iv) all of the issued and outstanding shares of capital
stock of, or other ownership interests in, each Subsidiary have been
duly and validly authorized and issued, and the shares of capital
stock of, or other ownership interests in, each Subsidiary are owned,
directly or through Subsidiaries, by the Company, are fully paid and
nonassessable, and are owned free and clear of any Lien, except for
Liens pursuant to the Credit Facility;
(v) to the knowledge of such counsel (after due inquiry)
there are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or Liens related to
or entitling any person to purchase or otherwise to acquire any shares
of the capital stock of, or other ownership interest in, any
Subsidiary except as disclosed in the Offering Memorandum;
40
(vi) neither the Company nor any of the Subsidiaries is
(A) an "investment company" or a company "controlled" by an investment
company within the meaning of the Investment Company Act of 1940, as
amended, or (B) a "holding company" or a "subsidiary company" of a
holding company, or an "affiliate" thereof within the meaning of the
Public Utility Holding Company Act of 1935, as amended;
(vii) neither the consummation of the transactions
contemplated by this Agreement nor the sale, issuance, execution or
delivery of the Securities, will violate Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System;
(viii) when authenticated in accordance with the terms of
the Indenture and delivered to and paid for in accordance with the
terms of this Agreement, the Guarantee and the Securities will
constitute valid and legally binding obligations of the Guarantors and
JCC, respectively, enforceable against the Guarantors and JCC,
respectively, in accordance with their respective terms and entitled
to the benefits of the Indenture, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and to
general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity) and except to the extent
that a waiver of rights under any usury laws may be unenforceable;
(ix) the Indenture, assuming due authorization, execution
and delivery thereof by the Trustee, constitutes a valid and legally
binding agreement of the Issuers, respectively, enforceable against
the Issuers, in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies
generally and to general principles of equity (regardless of whether
enforcement is sought in a proceed-
41
ing at law or in equity) and except to the extent that a waiver of
rights under any usury laws may be unenforceable;
(x) the Securities and the Indenture conform in all
material respects to the descriptions thereof contained in the
Offering Memorandum;
(xi) to the best knowledge of such counsel, there is no
current, pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any arbitrator
involving the Company or any Subsidiary or to which any of their
respective properties is subject of a character that would be required
to be disclosed in the Offering Memorandum if it were a prospectus
that was part of a registration statement filed under the Act which is
not adequately disclosed in the Offering Memorandum;
(xii) the descriptions in the Offering Memorandum of
statutes, legal and governmental proceedings and contracts and other
documents are accurate in all material respects and fairly present the
information that would be required to be shown if it were a prospectus
that was part of a registration statement filed under the Act; and
such counsel does not know of any legal or governmental proceedings
that would be required to be described in the Offering Memorandum if
it were a prospectus that was part of a registration statement filed
under the Act which are not described as required or of any contracts
or documents of a character that would be required to be described in
the Offering Memorandum if it were a prospectus that was part of a
registration statement filed under the Act which are not described as
required; it being understood that such counsel need express no
opinion as to the financial statements, notes or schedules or other
financial data included therein;
(xiii) assuming the accuracy of the representations and
warranties of the Company
42
contained in paragraphs (y) and (z) of Section 4, and your
representations and warranties contained in Section 5 of this
Agreement, and assuming compliance by the Company with the covenants
of the Company contained in Section 3 and by you with your agreements
contained in Section 5 of this Agreement, the issuance and sale of the
Securities to you and the offering, resale and delivery of the
Securities by you, in each case in the manner contemplated in the
Offering Memorandum, are exempt from the registration requirements of
the Act and it is not necessary to qualify the Indenture under the
TIA;
(xiv) no authorization, approval, consent or order of, or
filing with, any court or governmental body or agency is required for
the consummation by the Issuers of the transactions contemplated by
this Agreement, except such as have been obtained and made under state
securities or "Blue Sky" laws or regulations or such as may be
required by the NASD; no authorization, approval, consent or order of,
or filing with, any court or governmental body or agency is required
for the consummation by the Issuers, as applicable, or Premiere, of
the transactions contemplated by the applicable Transaction Documents,
except as disclosed in the Offering Memorandum; the execution and
delivery of this Agreement, the Registration Rights Agreement and the
Indenture, the issuance and sale of the Securities, the performance of
this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in a breach or violation of any of
(A) any of the respective charters or bylaws of the Company or any of
the Subsidiaries or (B) to the knowledge of such counsel (after due
inquiry), the terms or provisions of any agreement or instrument which
is filed as an exhibit to the Company's most recent annual report on
Form 10-K, each subsequently filed quarterly report on Form 10-Q and
current report on Form 8-K, to which the Company or any Subsidiaries
is a party or by which any of them is bound or to which any of the
properties of the Company
43
or any of the Subsidiaries is subject or (C) to the knowledge of such
counsel (after due inquiry) constitute a default under, any statute,
rule or regulation to which the Company or any Subsidiary is bound or
to which any of the properties of the Company or any Subsidiary is
subject or (D) any order of any court or governmental agency or body
having jurisdiction over the Company or any of the Subsidiaries or any
of their properties which conflict, breach or default in each of the
cases described in clauses (B) , (C) and (D) could reasonably be
expected to have a Material Adverse Effect;
(xv) to the knowledge of such counsel, neither the
Company nor the Subsidiaries has received any notice of infringement
of or conflict with asserted rights of others with respect to the
Intellectual Property which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, could
reasonably be expected to result in a Material Adverse Change. The
use of such Intellectual Property in connection with the business and
operations of the Company and the Subsidiaries does not, to the
knowledge of such counsel, infringe on the rights of any person;
(xvi) to the best knowledge of such counsel, (A) there are
no franchises, contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments to which the Company, any of the
Subsidiaries or Premiere are a party or by which any of them may be
bound that would be required to be described in the Offering
Memorandum if it were a prospectus that was part of a registration
statement filed under the Act other than those described therein and
(B) no default exists in the due performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument that would be required to be so described, or any agreement
identified on a schedule attached to the opinion, except for defaults
which could not rea-
44
sonably be expected to have a Material Adverse Effect;
(xvii) the Company, the Subsidiaries and Premiere, to the
extent each is a party thereto, have full corporate power and
authority to execute, deliver and perform its respective obligations
under the applicable Transaction Documents;
(xviii) the Transaction Documents, assuming the
authorization, execution and delivery thereof by the parties other
than the Issuers, as applicable, and Premiere constitute valid and
legally binding agreements of the respective parties thereto
enforceable against each of the parties, to the extent each is a party
thereto, in accordance with their respective terms subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights generally and to principles
of equity (regardless of whether enforcement is sought in a proceeding
at law or equity) and except to the extent that a waiver of rights
under usury laws may be unenforceable; and
(xix) the approval of the transactions contemplated by the
Transaction Documents by the shareholders of the Company is not
required.
(2) Such counsel shall additionally state that such counsel has
participated in conferences with officers and other representatives of the
Company, representatives of the independent public accountants for the
Company, your representatives and your counsel in connection with the
preparation of the Offering Memorandum and has considered the matters and
the statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such
statements (except as indicated above); and such counsel advises you that,
on the basis of the foregoing, no facts came to such counsel's attention
that caused such counsel to believe that the Offering Memorandum (as
amended or supplemented, if
45
applicable), as of the date thereof and as of the date hereof, contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein in light of the circumstances
under which they were made, not misleading. Without limiting the
foregoing, such counsel may further state that the firm assumes no
responsibility for, and the firm has not independently verified, the
accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial data included in the Offering Memorandum.
(3) An opinion (satisfactory to you and your counsel), dated the
Closing Date of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., counsel for the Company with
respect to FCC and related matters to the effect that:
(i) those statements in the Offering Memorandum
(including the statements incorporated by reference in the Offering
Memorandum, under the caption "Business -- Federal Regulation of Radio
Broadcasting" in the Company's Form 10-K filed for the year ended
December 31, 1996) that describe provisions of the Communications Act
of 1934, as amended (the "Communications Act"), and the FCC's
published rules or regulations (for purposes of this opinion only, the
"Rules") are accurate descriptions in all material respects.
(ii) Schedule A to this opinion sets forth a complete
list of the main station authorizations issued by the FCC to the
Company and its Subsidiaries (for purposes of this opinion only, the
"Licenses"). To such counsel's knowledge, the Licenses are the only
licenses, permits or authorizations required under the Communications
Act for the broadcast of signals on the main station frequency of each
of the radio stations listed on Schedule B (for purposes of this
opinion only, the "Jacor Stations"). Except for the pending
applications noted on Schedule A hereto, the Licenses are in full
force and effect (and the time within which any administrative or
judicial appeal, reconsideration, rehearing or other
46
review might be sought has lapsed with respect to the grant of the
authorizations for the currently effective terms, and no such appeal,
reconsideration, rehearing, or other review has been taken or
instituted), and are held by the relevant Subsidiary, and the
expiration date of each License is set forth in Schedule A hereto.
Except as indicated on Schedule C to this opinion, the Licenses are
not subject to any conditions imposed by the FCC other than those that
appear on the Licenses or are customarily imposed by the FCC on radio
stations of the same class and type.
(iii) Except as listed in Schedule D hereto, there is no
proceeding or other administrative action pending or, to such
counsel's knowledge, threatened, before the FCC against the Company or
any Subsidiary, which, if adversely determined, would materially and
adversely affect the business or financial condition of the Company
and its Subsidiaries, taken as a whole. To such counsel's knowledge,
except as listed on Schedule E to this opinion, the Company and the
Subsidiaries have filed with the FCC during the current license term
of each License all material reports and forms required to be filed by
the Company and the Subsidiaries with the FCC with respect to the
Jacor Stations.
(iv) The execution and delivery by the Company and any
Subsidiary of the Transaction Documents, and the performance of the
obligations as of the date hereof by the Company under the Purchase
Agreement, the Registration Rights Agreement and the Indenture, (i) do
not violate the Communications Act, (ii) do not violate any of the
Rules, (iii) do not violate the terms of any of the Licenses, (iv) do
not cause any forfeiture or impairment of any License and (v) do not
require any consent, approval or authorization of the FCC that has not
been obtained. Except as indicated on Schedule F, all necessary
applications required by the FCC as of the date hereof for the
transfer of control or assignment of the licenses of the
47
stations described in the Offering Memorandum under "Pending Radio
Station Transactions" have been filed with the FCC.
(4) An opinion (satisfactory to you and your counsel),
dated the Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel
for the Company, to the effect that:
(i) when authenticated in accordance with the terms of
the Indenture and delivered to and paid for in accordance with the
terms of this Agreement, the Guarantee and the Securities will
constitute valid and legally binding obligations of the Guarantors and
JCC, respectively, enforceable against the Guarantors and JCC, in
accordance with their respective terms and entitled to the benefits of
the Indenture, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except to the extent that a waiver
of rights under any usury laws may be unenforceable; and
(ii) the Indenture, assuming due authorization,
execution and delivery thereof by the Trustee, constitutes a valid and
legally binding agreement of the Issuers, enforceable against each of
the Issuers, in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies
generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except
to the extent that a waiver of rights. under any usury laws may be
unenforceable
(h) You shall have received an opinion, dated the Closing Date, of
▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ("▇▇▇▇▇▇▇ ▇▇▇▇"), counsel for the
Initial
48
Purchasers, in form and substance reasonably satisfactory to you.
(i) You shall have received letters on and as of the date hereof as
well as on and as of the Closing Date (in the latter case constituting an
affirmation of the statements set forth in the former), in form and
substance satisfactory to you, from Coopers & ▇▇▇▇▇▇▇ L.L.P., and ▇▇▇▇▇ &
Young LLP, independent public accountants, with respect to the financial
statements and certain financial information contained in the Offering
Memorandum for each of (i) the Company and the Combined E.F.M. Companies
and (ii) Premier, respectively.
(j) Prior to or concurrently with the purchase and sale of the
Securities hereunder, the Company shall have obtained the approval of the
Agents under the Credit Facility approving JCC's issuance of the Notes and
the Guarantors' guarantee thereof.
(k) ▇▇▇▇▇▇▇ ▇▇▇▇ shall have been furnished with such documents and
opinions, in addition to those set forth above, as they may reasonably
require for the purpose of enabling them to review or pass upon the matters
referred to in this Section 7 and in order to evidence the accuracy,
completeness or satisfaction in all material respects of any of the
representations, warranties or conditions herein contained.
(l) Prior to the Closing Date, the Company shall have furnished to
you such further information, certificates and documents as you may
reasonably request.
(m) There shall have been no amendments, alterations, modifications,
or waivers of any provisions of the Transaction Documents since the date of
the execution and delivery thereof by the parties thereto other than those
which under the Act are not required to be disclosed in the Offering
Memorandum or any supplement thereto and which have been disclosed to the
Initial Purchasers prior to the date hereof.
49
(n) Each of the Issuers, as applicable, and Premiere, shall, to the
extent each is a party thereto, have complied in all respects with all
agreements and covenants in the Transaction Documents and performed all
conditions specified therein that the terms thereof require to be complied
with or performed at or prior to the date hereof.
(o) Except as is disclosed to the Initial Purchasers in writing, the
representations and warranties of the Issuers, as applicable, and Premiere
set forth in the Transaction Documents shall be true, accurate and complete
in all respects.
8. DEFAULTS. If on the Closing Date any of the Initial Purchasers
shall fail or refuse to purchase Securities, which it has agreed to purchase
hereunder on such date, and the aggregate amount of Securities that such
defaulting Initial Purchaser(s) agreed but failed or refused to purchase does
not exceed 10% of the total aggregate principal amount of Securities to be
purchased on such date by all of the Initial Purchasers, each non-defaulting
Initial Purchaser shall be obligated severally, in the proportion which the
amount of such Securities set forth opposite its name in Schedule I hereto bears
to the aggregate principal amount of Securities which all the non-defaulting
Initial Purchasers, as the case may be, have agreed to purchase, or in such
other proportion as you may specify, to purchase the Securities that such
defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed
but failed or refused to purchase on such date; PROVIDED that in no event shall
the aggregate principal amount of Securities that any Initial Purchaser has
agreed to purchase pursuant to Section 2 hereof be increased pursuant to this
Section 8 by an amount in excess of one-ninth of such principal amount of
Securities without the written consent of such Initial Purchaser. If, on the
Closing Date any of the Initial Purchasers shall fail or refuse to purchase the
Securities with respect to which such default exceeds 10% of the total aggregate
principal amount of Securities to be purchased on such date by all Initial
Purchaser(s) and arrangements satisfactory to the other Initial Purchaser(s) and
the Issue-
50
rs for the purchase of such Securities are not made within 48 hours after such
default, this Agreement shall terminate without liability on the part of the
non-defaulting Initial Purchaser(s) or the Issuers, except as otherwise provided
in this Section 8. In any such case that does not result in termination of this
Agreement, the Initial Purchasers or the Issuers may postpone the Closing Date
for not longer than seven (7) days, in order that the required changes, if any,
in the Offering Memorandum or any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve a defaulting
Initial Purchaser from liability in respect of any default by any such Initial
Purchaser under this Agreement.
9. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement shall
become effective upon the execution and delivery of this Agreement by the
parties hereto.
This Agreement may be terminated at any time on or prior to the
Closing Date by you by notice to the Company if any of the following has
occurred: (i) subsequent to the date of this Agreement, any Material Adverse
Change occurs which, in the judgment of any Initial Purchaser, make it
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, (ii) any outbreak or escalation of hostilities
or other national or international calamity or crisis or material adverse change
in the financial markets of the United States or elsewhere, or any other
substantial national or international calamity or emergency if the effect of
such outbreak, escalation, calamity, crisis or emergency would, in the judgment
of any Initial Purchaser, make it impracticable or inadvisable to market the
Securities or to enforce contracts for the sale of the Securities, (iii) any
suspension or limitation of trading generally in securities on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the
over-the-counter markets or any setting of minimum prices for trading on such
exchanges or markets, (iv) any declaration of a general banking moratorium by
Federal, New York or Kentucky authorities, (v) the taking of any action by any
Federal, state or local government or agency in respect of its monetary or
fiscal affairs that in your judgment has a material adverse effect on the
financial markets in the United States, and would, in your judgment, make it
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, (vi) the enactment, publication, decree, or
other promulgation of any
51
Federal or state statute, regulation, rule or order of any court or other
governmental authority which, in your judgment, materially and adversely affects
or will materially and adversely affect the business or operations of the
Company or any Subsidiary, or (vii) any securities of the Company or any of the
Subsidiaries shall have been downgraded or placed on any "watch list" for
possible downgrading by any nationally recognized statistical rating
organization, PROVIDED, that in the case of such "watch list" placement,
termination shall be permitted only if such placement would, in the judgment of
any Initial Purchaser, make it impracticable or inadvisable to market the
Securities or to enforce contracts for the sale of the Securities or materially
impair the investment quality of the Securities.
The indemnities and contribution provisions and the other agreements,
representations and warranties of the Company, its officers and directors and of
the Initial Purchasers set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of and
payment for the Securities, regardless of (i) any investigation, or statement as
to the results thereof, made by or on behalf of any of the Initial Purchasers or
by or on behalf of the Company, the officers or directors of the Company or any
controlling person of the Company, (ii) acceptance of the Securities and payment
for them hereunder and (iii) termination of this Agreement.
If this Agreement shall be terminated by the Initial Purchasers
pursuant to clauses (i) or (vii) of the second paragraph of this Section 9 or
because of the failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, the Company agrees
to reimburse you for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by you. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 3(i) hereof.
10. NOTICES. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to it at Jacor
Communications, Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
52
President, fax (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to ▇▇▇▇▇▇▇, Head & ▇▇▇▇▇▇▇, 1900
Fifth Third Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., and (b) if to any Initial Purchaser, to ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ Attention: Syndicate Department, and, in each case, with a copy to
▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq., or in any case
to such other address as the person to be notified may have requested in
writing.
11. SEVERABILITY. Any determination that any provision of this
Agreement may be, or is, unenforceable shall not affect the enforceability of
the remainder of this Agreement.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, ON BEHALF OF ITSELF AND
ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY
OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF
PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE
COMPANY, ON BEHALF OF ITSELF AND THE SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
13. SUCCESSORS. Except as otherwise provided, this Agreement has
been and is made solely for the bene-
53
fit of and shall be binding upon the Company, the Initial Purchasers, any
Indemnified Person referred to herein and their respective successors and
assigns, all as and to the extent provided in this Agreement, and no other
person shall acquire or have any right under or by virtue of this Agreement.
The terms "successors and assigns" shall not include a purchaser of any of the
Securities from any of the Initial Purchasers merely because of such purchase.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and, if executed in one or more counterpart, the executed
counterparts shall each be deemed to be an original, not all such counterparts
shall together constitute one and the same instrument.
15. HEADINGS. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to effect the meaning or
interpretation of, this Agreement.
16. SURVIVAL. The indemnities and contribution provisions and the
other agreements, representations and warranties of the Company, its officers
and directors and of the Initial Purchaser set forth in or made pursuant to this
Agreement shall remain operative and in full force and effect, and will survive
delivery of and payment for the Securities, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Initial
Purchaser or by or on behalf of the Company, the officers or directors of the
Company or any controlling person of the Company, (ii) acceptance of the
Securities and payment for them hereunder and (iii) termination of this
Agreement.
This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument. Please confirm that the foregoing
correctly sets forth the agreement among the Company and you.
54
Very truly yours,
JACOR COMMUNICATIONS, INC.
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
and Chief Financial Officer
JACOR COMMUNICATIONS COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
and Secretary
BROADCAST FINANCE, INC.; CINE FILMS, INC.; CINE GUARANTORS, INC.; CINE
GUARANTORS II, INC.; CINE GUARANTORS II, LTD.; CINE MOBILE SYSTEMS INT'L N.V.;
CINE MOVIL S.A. DE C.V.; CITICASTERS CO.; EFM PROGRAMMING, INC.; F.M.I.
PENNSYLVANIA, INC.; GACC- N26LB, INC.; GACC-340, INC.; GEORGIA NETWORK
EQUIPMENT, INC.; GREAT AMERICAN MERCHANDISING GROUP, INC.; GREAT AMERICAN
TELEVISION PRODUCTIONS, INC.; INMOBILARIA RADIAL, S.A. DE C.V.*; JACOR
BROADCASTING CORPORATION; JACOR BROADCASTING OF ATLANTA, INC.; JACOR
BROADCASTING OF COLORADO, INC.; JACOR BROADCASTING OF FLORIDA, INC.; JACOR
BROADCASTING OF KNOXVILLE, INC.; JACOR BROADCASTING OF ST. LOUIS, INC.; JACOR
BROADCASTING OF SAN DIEGO, INC.; JACOR BROADCASTING OF SARASOTA, INC.; JACOR
BROADCASTING OF TAMPA BAY, INC.; JACOR CABLE, INC.; LOCATION PRODUCTIONS, INC.;
LOCATION PRODUC-
55
TIONS II, INC.; NOBLE BROADCAST CENTER, INC.; NOBLE BROADCAST GROUP, INC.; NOBLE
BROADCAST HOLDINGS, INC.; NOBLE BROADCAST LICENSES, INC.; NOBLE BROADCAST OF
COLORADO, INC.; NOBLE BROADCAST OF ST. LOUIS, INC.; NOBLE BROADCAST OF SAN
DIEGO, INC.; NOBLE BROADCAST OF TOLEDO, INC.; NOBRO, S.C.*; NOVA MARKETING
GROUP, INC.; REGENT BROADCASTING OF CHARLESTON, INC.; REGENT BROADCASTING OF
KANSAS CITY, INC.; REGENT BROADCASTING OF LAS VEGAS, INC.; REGENT BROADCASTING
OF LAS VEGAS II, INC.; REGENT BROADCASTING OF LOUISVILLE, INC., REGENT
BROADCASTING OF LOUISVILLE II, INC.; REGENT BROADCASTING OF SALT LAKE CITY,
INC.; REGENT BROADCASTING OF SALT LAKE CITY II, INC.; REGENT LICENSEE OF
CHARLESTON, INC.; REGENT LICENSEE OF KANSAS CITY, INC.; REGENT LICENSEE OF LAS
VEGAS, INC.; REGENT LICENSEE OF LAS VEGAS II, INC; REGENT LICENSEE OF
LOUISVILLE, INC.; REGENT LICENSEE OF LOUISVILLE II, INC.; REGENT LICENSEE OF
SALT LAKE CITY, INC.; REGENT LICENSEE OF SALT LAKE CITY, INC.; SPORTS RADIO
BROADCASTING, INC.; SPORTS RADIO, INC.; ▇▇▇▇-TCI SATELLITE SERVICES, INC.; THE
▇▇ ▇▇▇▇▇▇▇ COMPANY AGENCY, INC.; WHOK, INC.; AND VTTV PRODUCTIONS
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
and Assistant Secretary
for all above companies
except those marked with an *, of which he is
Treasurer
56
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
CHASE SECURITIES INC.
MERRILL, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ INCORPORATED
Acting on behalf of themselves
By: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
57
SCHEDULE I
Amount of
Securities
Initial Purchasers
-------------------
be Purchased
-------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . $50,000,000
Chase Securities Inc.. . . . . . . . . . . . . . . . . . . . . . . . $50,000,000
▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated . . . . . . . . . . . . . . . . . . . . . . . . $50,000,000
-----------
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$150,000,000