REGISTRATION RIGHTS AGREEMENT
Dated as of June 17, 1997
by and among
JACOR COMMUNICATIONS COMPANY
as Issuer,
JACOR COMMUNICATIONS, INC.,
as Parent Guarantor,
the Subsidiary Guarantors named on the signature pages hereof,
and
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION,
CHASE SECURITIES INC.,
and
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
as Purchasers
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of June 17, 1997 by and among Jacor Communications
Company, a Florida corporation (the "ISSUER"), Jacor Communications, Inc., a
Delaware corporation and the parent company of the Issuer ("JACOR"), the
Subsidiary Guarantors named on the signature pages hereof, and ▇▇▇▇▇▇▇▇▇,
Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation, Chase Securities Inc. and ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the "PURCHASERS").
This Agreement is made pursuant to the Purchase Agreement dated
June 11, 1997 among the Issuer, Jacor, the Subsidiary Guarantors named on the
signatures pages hereof and the Purchasers (the "PURCHASE AGREEMENT"), which
provides for the sale by the Issuer to the Purchasers of $150,000,000
aggregate principal amount of the Issuer's 8 3/4% Senior Subordinated Notes
due 2007 (the "NOTES") which Notes are guaranteed (the "Guarantees") by the
Guarantors (as defined herein) (the Guarantees and the Notes are collectively
referred to herein as the "Securities"). In order to induce the Purchasers
to enter into the Purchase Agreement, the Issuer, Jacor and the Subsidiary
Guarantors named on the signature pages hereof have agreed to provide to the
Purchasers and their respective direct and indirect transferees, among other
things, the registration rights for the Securities set forth in this
Agreement. The execution of this Agreement is a condition to the closing of
the transactions contemplated by the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual agreements set
forth herein and in the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
SECTIONS 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings (and, unless otherwise indicated, capitalized terms used
herein without definition shall have the meanings ascribed to them by the
Purchase Agreement):
ADVICE: See Section 5 hereof.
APPLICABLE PERIOD: See Section 2 hereof.
BENEFICIAL OWNER: In the case of Securities held by The Depository
Trust Company or another similar depositary, a beneficial owner of such
Securities.
BLACKOUT PERIOD: See Section 5 hereof.
BUSINESS COMBINATION BLACKOUT PERIOD: See Section 5 hereof.
EFFECTIVENESS PERIOD: See Section 3 hereof.
EFFECTIVENESS TARGET DATE: See Section 4 hereof.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.
EXCHANGE OFFER: See Section 2 hereof.
EXCHANGE OFFER REGISTRATION STATEMENT: See Section 2 hereof.
EXCHANGE SECURITIES: See Section 2 hereof.
GUARANTORS: The Guarantors, as defined in the Indenture, and
including, without limitation, Jacor and the Subsidiary Guarantors named on
the signature pages hereof.
HOLDER: Any registered holder of Transfer Restricted Securities.
INDENTURE: The Indenture dated as June 17, 1997 among the Issuer,
Jacor, the Subsidiary Guarantors and The Bank of New York, as trustee,
pursuant to which the Securities are being issued, as amended or supplemented
from time to time in accordance with the terms thereof.
INSPECTORS: See Section 5 hereof.
ISSUE DATE: The date of first issuance of Securities under the Indenture.
ISSUER: Jacor Communications Company, a Florida corporation, until
a successor replaces it as the "Company" as defined in, and in accordance
with the provisions, of the Indenture, and thereafter means such successor.
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LIQUIDATED DAMAGES: See Section 4 hereof.
MATERIAL BUSINESS COMBINATION: See Section 5 hereof.
PARTICIPATING BROKER-DEALER: See Section 2 hereof.
PERSON or PERSON: An individual, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
business association, firm or other legal entity.
PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and any
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule
430A promulgated under the Securities Act) with respect to the offering of
any portion of the Exchange Securities and/or the Transfer Restricted
Securities (as applicable) covered by such Registration Statement, and all
amendments and supplements to such prospectus (including, without limitation,
by the filing of post-effective amendments to any such Registration
Statement), and all material incorporated or deemed to be incorporated by
reference in such prospectus.
PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.
PURCHASERS: See the introductory paragraph to this Agreement.
REGISTRATION DEFAULT: See Section 4 hereof.
REGISTRATION STATEMENT: Any registration statement of the Issuer and the
persons who at the time are the Guarantors, including, but not limited to,
the Exchange Offer Registration Statement and the Shelf Registration (if
any), or that otherwise covers any of the Transfer Restricted Securities or
Exchange Securities pursuant to the provisions of this Agreement, including
the Prospectus, all information (if any) deemed to be part of such
registration statement pursuant to Rule 430A promulgated under the Securities
Act, all amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.
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RULE 144: Rule 144 promulgated pursuant to the Securities Act, as
currently in effect, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.
RULE 144A: Rule 144A promulgated pursuant to the Securities Act, as
currently in effect, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.
RULE 415: Rule 415 promulgated pursuant to the Securities Act, as
currently in effect, as such rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC.
SEC: The Securities and Exchange Commission.
SECURITIES: See the introductory paragraphs to this Agreement.
SECURITIES ACT: The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.
SHELF DATE: See Section 2 hereof.
SHELF NOTICE: See Section 2 hereof.
SHELF REGISTRATION: See Section 3 hereof.
TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the SEC promulgated thereunder.
TRANSFER RESTRICTED SECURITIES: The Securities upon original issuance
thereof and at all times subsequent thereto, until in the case of any such
Securities, the earliest of (i) the time at which a Registration Statement
covering such Securities has been declared effective by the SEC and such
Securities have been disposed of in accordance with and pursuant to such
effective Registration Statements, (ii) the time at which such Securities are
sold or distributed in compliance with Rule 144, or (iii) the time at which
such Securities cease to be outstanding (including, without limitation, upon
an exchange of such Securities for Exchange Securities in the Exchange Offer).
TRUSTEE: The trustee under the Indenture and, if applicable, the trustee
under the indenture governing the Exchange Securities.
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UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of the Issuer or a Guarantor are sold to an underwriter for
reoffering to the public.
For purposes of this agreement, all references to information
which is "included" or "contained" in a Registration Statement, Prospectus or
preliminary Prospectus, and all references of like import, shall be deemed to
mean and include the information incorporated or deemed to be incorporated by
reference therein, and all references to any amendment or supplement to a
Registration Statement, the Prospectus or any preliminary Prospectus, and all
references of like import, shall be deemed to mean and include the filing of
any document under the Exchange Act which is incorporated or deemed to be
incorporated by reference therein.
SECTION 2. EXCHANGE OFFER.
(a)The Issuer and the Guarantors agree to use their
reasonable best efforts to file with the SEC within 90 days after the Issue
Date a registration statement related to an offer to exchange (the "EXCHANGE
OFFER") any and all of the Transfer Restricted Securities for a like
aggregate principal amount of notes of the Issuer guaranteed on a like basis
by the Guarantors (such notes and guarantees, collectively the "EXCHANGE
SECURITIES") which Exchange Securities will be (i) substantially identical to
(and will carry the same rights to accrued and unpaid interest as) the
Securities, except that such Exchange Securities will not contain terms with
respect to transfer restrictions and the identity of the Guarantors may be
different from the Guarantors that initially guaranteed the Securities
pursuant to the Indenture so long as the Securities are at all times
guaranteed in compliance with the Indenture, (ii) entitled to the benefits of
the Indenture or a trust indenture which is substantially identical to the
Indenture (other than such changes to the Indenture or any such identical
trust indenture as are necessary to comply with any requirements of the SEC
to effect or maintain the qualification thereof under the TIA and except that
any provisions with respect to transfer restrictions may be appropriately
changed or removed) and which, in either case, has been qualified under the
TIA, and (iii) registered pursuant to an effective Registration Statement in
compliance with the Securities Act. The Exchange Offer will be registered
pursuant to the Securities Act on an appropriate form of Registration
Statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") and will comply with
all applicable tender offer rules and regulations promulgated pursuant to the
Exchange Act and shall be duly registered or qualified pursuant to all
applicable state securities or Blue Sky laws; provided that the Issuer and
the Guarantors shall not be required to (A) qualify generally to do business
in any jurisdiction where they are not
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then so qualified or (B) subject themselves to general taxation in any
jurisdiction where they are not then so subject to taxation. The Exchange
Offer shall not be subject to any condition, other than that the Exchange
Offer does not violate any applicable law or interpretation of the staff of
the SEC. No securities shall be included in the Exchange Offer Registration
Statement other than the Transfer Restricted Securities and the Exchange
Securities. The Issuer and the Guarantors agree to (x) use their reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective pursuant to the Securities Act within 180 days after the Issue
Date; (y) keep the Exchange Offer open for not less than 30 days (or such
longer period required by applicable law) after the date that the notice of
the Exchange Offer referred to below is mailed to Holders; and (z) use their
reasonable best efforts to consummate the Exchange Offer within 45 days after
the Effectiveness Target Date. Each Holder who participates in the Exchange
Offer will be required to represent that any Exchange Securities received by
it will be acquired in the ordinary course of its business, that at the time
of the consummation of the Exchange Offer such Holder will have no
arrangement or understanding with any person to participate in the
distribution of the Exchange Securities, and that such Holder is not an
"affiliate" of the Issuer or the Guarantors within the meaning of Rule 405 of
the Securities Act (or that if it is such an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act
to the extent applicable). Each Holder that is not a Participating
Broker-Dealer will be required to represent that it is not engaged in, and
does not intend to engage in, the distribution of the Exchange Securities.
Each Holder that (i) is a Participating Broker-Dealer and (ii) will receive
Exchange Securities for its own account in exchange for the Transfer
Restricted Securities that it acquired as the result of market-making or
other trading activities will be required to acknowledge that it will deliver
a prospectus as required by law in connection with any resale of such
Exchange Securities. Upon consummation of the Exchange Offer in accordance
with this Agreement, the Issuer and the Guarantors shall have no further
obligation to register Transfer Restricted Securities pursuant to Section 3
of this Agreement.
(b)The Issuer and the Guarantors shall include within the
Prospectus contained in the Exchange Offer Registration Statement a section
entitled "Plan of Distribution," reasonably acceptable to the Purchasers,
which shall contain a summary statement of the positions taken or policies
made by the staff of the SEC with respect to the potential "underwriter"
status of any broker-dealer that is the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act) of Exchange Securities received by such
broker-dealer in the Exchange Offer (a "PARTICIPATING BROKER-DEALER"). Such
"Plan of Distribution" section shall also allow the use of the
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Prospectus by all persons subject to the prospectus delivery requirements of
the Securities Act, including all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may
resell the Exchange Securities.
The Issuer and the Guarantors shall use their reasonable best
efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the Prospectus contained therein in order to permit such
Prospectus to be lawfully delivered by all persons subject to the prospectus
delivery requirements of the Securities Act for a period commencing on the
date on which Exchange Offer Registration Statement is declared effective and
ending on the earlier of (i) 180 days after the date on which the Exchange
Offer is consummated (or such longer period if extended pursuant to the last
paragraph of Section 5 hereof) and (ii) the date on which all Participating
Broker-Dealers have sold their Exchange Securities (the "APPLICABLE PERIOD").
In connection with the Exchange Offer, the Issuer shall:
(a) mail as promptly as practicable to each Holder a copy of
the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;
(b) utilize the services of a depositary for the Exchange
Offer with an address in the Borough of Manhattan, The City of New York; and
(c) permit Holders to withdraw tendered Securities at any time
prior to the close of business, New York time, on the last business day on
which the Exchange Offer shall remain open.
As soon as practicable after the close of the Exchange Offer,
the Issuer and the Guarantors shall:
(i) accept for exchange all Securities validly tendered and not
withdrawn pursuant to the Exchange Offer;
(ii) deliver to the Trustee for cancellation all Securities so
accepted for exchange; and
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(iii) cause the Trustee to authenticate and deliver promptly to each
Holder of Securities so accepted for exchange, Exchange Securities
equal in principal amount to the Securities of such Holder so
accepted for exchange.
(c) If (l) prior to the consummation of the Exchange
Offer, applicable interpretations of the staff of the SEC do not permit the
Issuer and the Guarantors to effect the Exchange Offer, or (2) if for any
other reason the Exchange Offer is not consummated by the date (the "SHELF
DATE") that is the earlier of (x) 60 days after the effective date of the
Exchange Offer Registration Statement and (y) 240 days after the Issue Date,
then the Issuer shall promptly deliver to the Holders and the Trustee written
notice thereof (the "SHELF NOTICE") and the Issuer and the Guarantors shall
use their reasonable best efforts to file a Registration Statement pursuant
to Section 3 hereof. Following the delivery of a Shelf Notice to the Holders
of Transfer Restricted Securities, the Issuer and the Guarantors shall not
have any further obligation to conduct the Exchange Offer pursuant to this
Section 2 provided that the Issuer and the Guarantors shall have the right,
at their option, to proceed to consummate the Exchange Offer so long as they
shall also comply with their obligations under Section 3 and, to the extent
that they shall consummate the Exchange Offer, their obligation to consummate
a Shelf Registration shall terminate.
SECTION 3. SHELF REGISTRATION.
If the Issuer is required to deliver a Shelf Notice as contemplated by
Section 2(c) hereof, then:
(a)SHELF REGISTRATION. The Issuer and the Guarantors
shall prepare and use their reasonable best efforts to file with the SEC,
within 45 days after the Shelf Date, a Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 covering all of the
Transfer Restricted Securities (the "SHELF REGISTRATION"). The Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of the Transfer Restricted Securities for resale by the Holders
in the manner or manners designated by them (including, without limitation,
one or more underwritten offerings). The Issuer and the Guarantors shall not
permit any securities other than the Transfer Restricted Securities to be
included in the Shelf Registration. The Issuer and the Guarantors shall use
their reasonable best efforts, as described in Section 5(b) hereof, to cause
the Shelf Registration to be declared effective pursuant to the Securities
Act on or prior to the 135th day after the Shelf Date and to keep the Shelf
Registration continuously effective under the
8
Securities Act until the date which is 24 months after the Issue Date (or
such longer period if extended pursuant to the last paragraph of Section 5
hereof) or such shorter period ending when either (l) all Transfer Restricted
Securities covered by the Shelf Registration have been sold in the manner set
forth and as contemplated in the Shelf Registration or (2) there cease to be
outstanding any Transfer Restricted Securities (the "EFFECTIVENESS PERIOD").
The Issuer shall notify each Holder when such Shelf Registration becomes
effective.
(b) SUPPLEMENTS AND AMENDMENTS. The Issuer and the Guarantors
shall promptly supplement and amend the Shelf Registration if required by the
rules, regulations or instructions applicable to the registration form used
for such Shelf Registration, if required by the Securities Act or the SEC, or
if reasonably requested by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities covered by such Registration
Statement or by any managing underwriter of such Transfer Restricted
Securities.
(c) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION
WITH THE SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration pursuant to this Agreement unless and until such Holder
furnishes to the Issuer, but only to the extent requested in writing by the
Issuer, such information specified in Item 507 or 508, as applicable, of
Regulation S-K under the Securities Act relating to such Holder which is
required to be included in any Shelf Registration or related Prospectus or
preliminary Prospectus. Each Holder of any Transfer Restricted Securities
registered pursuant to any Shelf Registration agrees to furnish promptly to
the Issuer all information required to be disclosed in order to make the
information previously furnished to the Issuer by such Holder not materially
misleading.
SECTION 4. LIQUIDATED DAMAGES.
(a) The Issuer, the Guarantors and the Purchasers agree that
the Holders of Transfer Restricted Securities will suffer damages if the
Issuer or the Guarantors fail to fulfill their obligations pursuant to
Section 2 or Section 3 hereof and that it would not be possible to ascertain
the extent of such damages. Accordingly, in the event of such failure by the
Issuer or the Guarantors to fulfill such obligations, the Issuer and the
Guarantors hereby agree to pay liquidated damages ("LIQUIDATED DAMAGES") to
each Holder of Transfer Restricted Securities under the circumstances and to
the extent set forth below:
9
(i) if neither the Exchange Offer Registration Statement nor the Shelf
Registration has been filed with the SEC on or prior to the date
specified for such filing; or
(ii) if neither the Exchange Offer Registration Statement nor the Shelf
Registration is declared effective by the SEC on or prior to the
date specified herein for such effectiveness (the "EFFECTIVENESS
TARGET DATE"); or
(iii) if an Exchange Offer Registration Statement is declared effective
by the SEC and, on or prior to 45 days following the earlier of
(i) the effectiveness thereof and (ii) the Effectiveness Target
Date, the Issuer and the Guarantors have not exchanged Exchange
Securities for all Securities validly tendered and not withdrawn
in accordance with the terms of the Exchange Offer; or
(iv) the Shelf Registration has been declared effective by the SEC and
such Shelf Registration ceases to be effective or such Shelf
Registration Statement or the related Prospectus ceases to be
usable in connection with the resale of Transfer Restricted
Securities at any time during the Effectiveness Period (other
than because of a Business Combination Blackout Period); or
(v) the Prospectus which is a part of the Exchange Offer Registration
Statement ceases to be usable during the Applicable Period (other
than because of a Business Combination Blackout Period) in
connection with the resale of Exchange Securities by
Participating Broker-Dealers; or
(vi) there shall have occurred a Business Combination Blackout Period
in the 60-day period preceding the end of the Effectiveness Period
or the aggregate number of days in all Business Combination
Blackout Periods during any 12-month period shall have exceeded
45 days;
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(any of the foregoing, a "REGISTRATION DEFAULT") then, with respect to the
first 90-day period or portion thereof following such Registration Default,
the Issuer and the Guarantors shall pay to each Holder of Transfer Restricted
Securities (or, in the case of Registration Defaults referred to in clause
(v) above, to Participating Broker-Dealers holding Transfer Restricted
Securities) Liquidated Damages in an amount equal to $.05 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder or
such Participating Broker-Dealer, as applicable, for each week or portion
thereof that the Registration Default continues. The amount of such
Liquidated Damages will increase by an additional $.05 per week per $1,000
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period or portion thereof until all Registration Defaults
have been cured; PROVIDED, HOWEVER, that Liquidated Damages shall not at any
time exceed $.25 per week per $1,000 principal amount of Transfer Restricted
Securities (regardless of whether one or more than one Registration Default
is outstanding). Following the cure of all Registration Defaults relating to
any Transfer Restricted Securities, the accrual of Liquidated Damages with
respect to such Transfer Restricted Securities will cease, provided that
Liquidated Damages may thereafter again begin to accrue upon the occurrence
of any further Registration Default. A Registration Default under clause (i)
above shall be cured on the date that either the Exchange Offer Registration
Statement or the Shelf Registration is filed with the SEC; a Registration
Default under clause (ii) above shall be cured on the date that either the
Exchange Offer Registration Statement or the Shelf Registration is declared
effective by the SEC; a Registration Default under clause (iii) above shall
be cured on the earlier of the date (A) the Exchange Offer is consummated or
(B) the Issuer delivers a Shelf Notice to the Holders of Transfer Restricted
Securities; a Registration Default under clause (iv) above shall be cured on
the earlier of the date (A) the Shelf Registration again become effective,
the Shelf Registration Statement and the related Prospectus are useable in
connection with the resale of Transfer Restricted Securities and the Issuer
shall have notified Holders that use of such Prospectus may be resumed and
shall have delivered to Holders any required amendments or supplements
thereto or (B) the Effectiveness Period expires; a Registration Default under
clause (v) above shall be cured on the date the Prospectus which is part of
the Exchange Offer Registration Statement is useable in connection with the
resale of Exchange Securities by Participating Broker-Dealers and the Issuer
shall have notified Participating Broker-Dealers that use of such Prospectus
may be resumed and shall have delivered to them any required amendments or
supplements thereto; and a Registration Default under clause (vi) above
resulting from the occurrence of a Business Combination Blackout Period in
the 60 day period preceding the end of the Effectiveness Period, or resulting
from the
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aggregate number of days in all Business Combination Blackout Periods in any
12-month period exceeding 45 days, shall be deemed to have been cured when
such Business Combination Blackout Period or the then most recent Business
Combination Blackout Period, as the case may be, shall have terminated.
(b) The Issuer shall notify the Trustee within one business day
after each and every date on which a Registration Default occurs. Accrued
Liquidated Damages shall be paid by the Issuer and the Guarantors to the
Holders on the semi-annual interest payment dates provided in the Indenture
to the Holders on the related interest payment record dates or by wire
transfer of immediately available funds to the accounts specified by them or
by mailing checks to their registered addresses if no such accounts have been
specified on or before the fifth business day preceding the semi-annual
interest payment date provided in the Indenture (whether or not any interest
is then payable on the Securities); provided that, in the case of Securities
held in global book-entry form, the payment of Liquidated Damages shall be
made in accordance with the Depositary's (as defined in the Indenture)
customary procedures; and provided, further, that if any Security is redeemed
by the Issuer or purchased by the Issuer pursuant to an Asset Sale Offer or
Change of Control Offer (as such terms are defined in the Indenture), then
Liquidated Damages payable in respect of the Securities (or portions thereof)
to be so redeemed or purchased shall be paid to the person entitled to
receive the accrued and unpaid interest on such Securities (or portions
thereof) on the relevant redemption date or purchase date; and provided,
further, that if the principal of the Securities is declared or becomes due
and payable prior to its Stated Maturity (as defined in the Indenture)
pursuant to the Indenture, then all accrued and unpaid Liquidated Damages
shall also be and become due and payable immediately and, in the event that
any such acceleration of the Securities is rescinded or annulled in
accordance with the provisions of the Indenture, the acceleration of such
Liquidated Damages shall likewise be rescinded and annulled. Liquidated
Damages shall accrue from and including the date of the applicable
Registration Default to but excluding the date when all Registration Defaults
have been cured.
SECTION 5. REGISTRATION PROCEDURES.
In connection with the registration of any Exchange Securities or
Transfer Restricted Securities pursuant to Section 2 or 3 hereof, the Issuer
and the Guarantors shall effect such registration to permit the sale of such
Exchange Securities or Transfer Restricted Securities (as applicable) in
accordance with the intended
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method or methods of disposition thereof, and pursuant thereto the Issuer and
the Guarantors shall:
(a) Prepare and use their reasonable best efforts to file with
the SEC, a Registration Statement or Registration Statements as prescribed by
Section 2 or Section 3 hereof, and use their reasonable best efforts to cause
such Registration Statement to become effective and remain effective as
provided herein; PROVIDED that if (l) such filing is pursuant to Section 3
hereof or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, before filing any
Registration Statement or Prospectus or any amendments or supplements
thereto, the Issuer shall furnish to the Holders and afford the Holders (and,
if applicable, the beneficial owners) of the Transfer Restricted Securities
and each such Participating Broker-Dealer, as the case may be, covered by
such Registration Statement, their counsel and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein
and all exhibits thereto) proposed to be filed (at least 7 business days
prior to such filing, or such later date as is reasonable under the
circumstances). The Issuer and the Guarantors shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto
(including, without limitation, any documents which would, upon filing
thereof, be incorporated by reference therein) in respect of which the
Holders, pursuant to this Agreement, must be afforded an opportunity to
review prior to the filing of such document, if the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities covered by
such Registration Statement, or any such Participating Broker-Dealer, as the
case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.
(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration and Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be (or, if earlier, until such time as
no Transfer Restricted Securities are outstanding); use their reasonable best
efforts to cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) under the Securities Act; and
comply with the provisions of the Securities Act, the Exchange Act and the
rules and regulations of the SEC promulgated thereunder applicable to them
with respect to the disposition of all securities covered by such Registration
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Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any Securities being sold by a
Participating Broker-Dealer covered by any such Prospectus; the Issuer and
the Guarantors shall be deemed not to have used their reasonable best efforts
to keep a Registration Statement effective during the Effectiveness Period or
the Applicable Period, as applicable, if they voluntarily take any action
that would result in selling Holders of the Transfer Restricted Securities
covered thereby or Participating Broker-Dealers seeking to sell Exchange
Securities not being able to sell such Transfer Restricted Securities or such
Exchange Securities during that period, unless (i) such action is required by
applicable law or (ii) such action is taken by them in good faith and for
valid business reasons (not including avoidance of their obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets (it being understood and agreed that the provisions of this sentence
shall not affect the Issuer's and the Guarantors' joint and several
obligations to pay Liquidated Damages in the event that a Registration
Statement or Prospectus is not effective or useable in connection with the
resale of Transfer Restricted Securities or Exchange Securities, as
applicable, under the circumstances set forth in Section 4 of this Agreement).
(c) If (l) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, notify the selling Holders
of Transfer Restricted Securities, or each known Participating Broker-Dealer,
as the case may be, their counsel (to the extent previously identified to the
Issuer) and the managing underwriters, if any, promptly (but in any event
within two business days) and confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective (including in such notice a
written statement that any Holder may, upon request, obtain from the Issuer,
without charge, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary Prospectus or Prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
Prospectus is required by the Securities Act to be delivered in connection
with sales of the Transfer Restricted Securities the representations and
warranties of the Issuer or any Guarantor contained in any agreement
(including any underwriting agreement) contemplated by Section
14
5(m) hereof cease to be true and correct, (iv) of the receipt by the Issuer
or any Guarantor of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Transfer Restricted Securities or Exchange Securities to be sold
by any Participating Broker-Dealer for offer or sale in any jurisdiction, or
initiation of any proceeding for such purpose, (v) of the happening of any
event or any information becoming known that makes any statement made in a
Registration Statement, any preliminary Prospectus or Prospectus or any
document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in
a Registration Statement, any preliminary Prospectus or Prospectus or any
such documents so that, in the case of the Registration Statement, it 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 not misleading or so that, in the case of a preliminary
Prospectus or Prospectus, it 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, and (vi) of the
Issuer's reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.
(d) If (l) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in an Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Securities during the Applicable Period, use their
best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Transfer Restricted Securities or
the Exchange Securities (as applicable) to be sold by any Participating
Broker-Dealer for sale in any jurisdiction, and, if any such order is issued,
to use their best efforts to obtain the withdrawal of any such order at the
earliest possible moment.
(e) If a Shelf Registration is filed pursuant to Section 3
hereof and if requested by the managing underwriters, if any, or the Holders
of a majority in aggregate principal amount of the Transfer Restricted
Securities being sold in connection with an underwritten offering, (i) use
their reasonable best efforts to promptly incorporate in a Prospectus
supplement or post-effective amendment such information as the managing
underwriters, if any, or such Holders or their respective counsel reasonably
request to be included therein, (ii) use their reasonable best efforts
15
to make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuer has received notification
of the matters to be incorporated in such Prospectus supplement or
post-effective amendment, and use their reasonable best efforts to (iii)
supplement or make amendments to such Registration Statement with such
information as the managing underwriters, if any, or such Holders or counsel
reasonably requests to be included therein.
(f) if (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, furnish to each selling
Holder of Transfer Restricted Securities and to each such Participating
Broker-Dealer who so requests, to counsel identified by any Holder or
Participating Broker-Dealer, and to each managing underwriter, if any,
without charge, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements, schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all
exhibits.
(g) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, deliver to each selling
Holder and, if applicable, beneficial owner of Transfer Restricted
Securities, or each such Participating Broker-Dealer, as the case may be, and
to their respective counsel and to the underwriters, if any, and their
counsel without charge, as many copies of the Prospectus or Prospectuses
(including each form of preliminary Prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as
such persons may reasonably request; and, subject to the last paragraph of
this Section 5 hereof, the Issuer and the Guarantors hereby consent to the
use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders and beneficial owners of Transfer Restricted Securities
and each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Transfer Restricted Securities covered by or the
sale by Participating Broker-Dealers of the Exchange Securities pursuant to
such Prospectus and any amendment or supplement thereto.
16
(h) If an Exchange Offer Registration Statement is filed
pursuant to Section 2 hereof, furnish to the Trustee, an opinion, dated the
date of consummation of the Exchange Offer, of counsel to the Issuer, to the
effect that the Exchange Securities have been duly authorized by the Issuer
and, when authenticated and delivered in exchange for the Securities, will be
valid and binding obligations of the Issuer, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
transfer or other similar laws relating to or affecting creditors' rights
generally or by general principles of equity, and will be entitled to the
benefits of the Indenture and to the further effect that such opinion may be
relied upon by each Holder of Exchange Securities.
(i) Prior to any public offering of Transfer Restricted
Securities or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, to use their reasonable
best efforts to register or qualify, and to cooperate with the selling
Holders of Transfer Restricted Securities or each such Participating
Broker-Dealer, as the case may be, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Transfer
Restricted Securities for offer and sale under the securities or Blue Sky
laws of such jurisdictions as any selling Holder, any selling beneficial
owner, any Participating Broker-Dealer, or the managing underwriters
reasonably request, PROVIDED that where Exchange Securities held by
Participating Broker-Dealers or Transfer Restricted Securities are offered
other than through an underwritten offering, the Issuer and the Guarantors
agree to cause their counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this
Section 5(i) as so requested by the selling Holders (or, if applicable,
beneficial owners) or Participating Broker-Dealers; keep each such
registration or qualification (or exemption there from) effective during the
period such Registration Statement is required to be kept effective and do
any and all other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of the Exchange Securities held by
Participating Broker-Dealers or the Transfer Restricted Securities covered by
the applicable Registration Statement; PROVIDED that the Issuer and the
Guarantors shall not be required to (A) qualify generally to do business in
any jurisdiction where they are not then so qualified or (B) subject
themselves to general taxation in any such jurisdiction where they are not
then so subject to taxation.
17
(j) If a Shelf Registration is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Transfer Restricted Securities
and the managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Transfer Restricted Securities to
be sold, which certificates shall not bear any restrictive legends and shall
be in a form eligible for deposit with The Depository Trust Company, and
enable such Transfer Restricted Securities to be in such denominations and
registered in such names as the managing underwriters, if any, or Holders may
reasonably request.
(k) If (l) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, upon the occurrence of any
event contemplated by paragraph 5(c)(v) or 5(c)(vi) above, as promptly as
practicable prepare and use their reasonable best efforts to (subject to
Section 5(a) hereof) file with the SEC, at the expense of the Issuer and the
Guarantors, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Transfer Restricted Securities being sold thereunder or to the purchasers
of the Exchange Securities to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state 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. Notwithstanding
the foregoing, the Issuer and the Guarantors shall not be required to comply
with this Section 5(k) if, and only for so long as (A) either (I) Jacor or
any of its subsidiaries shall be engaged in a material acquisition or
disposition (a "MATERIAL BUSINESS COMBINATION") and (II) (aa) such Material
Business Combination is required to be disclosed in a Registration Statement,
the related Prospectus, or any amendment or supplement thereto, or failure by
Jacor to disclose such transaction in such Registration Statement, the
related Prospectus, or any amendment or supplement thereto, as then amended
or supplemented, would cause such Registration Statement to contain an 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 not misleading,
or would cause such related Prospectus to contain an untrue statement of a
material fact or omit to state 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, (bb) information regarding the
existence of such Material
18
Business Combination has not been made publicly disclosed by or on behalf of
Jacor and its subsidiaries and (cc) a majority of the members of the Board of
Directors of Jacor determines in the exercise of their good faith judgment
that disclosure of such Material Business Combination would not be in the
best interest of Jacor and its subsidiaries or would have a material adverse
effect on the consummation of such Material Business Combination and (B)
Jacor notifies the Holders to suspend use of the relevant Prospectus within
two business days after such Board of Directors makes the relevant
determination set forth in clause (A); PROVIDED, HOWEVER, that in each such
case each of the Applicable Period and the Effectiveness Period shall be
extended by the number of days during which the use of the applicable
Prospectus in connection with the resale of Transfer Restricted Securities or
Exchange Securities, as applicable, was suspended pursuant to the foregoing.
(l) Prior to the effective date of the first Registration
Statement relating to the Transfer Restricted Securities, (i) provide the
Trustee with certificates for the Transfer Restricted Securities in a form
eligible for deposit with The Depository Trust Company and (ii) provide a
CUSIP number for the Transfer Restricted Securities.
(m) In connection with an underwritten offering of Transfer
Restricted Securities pursuant to a Shelf Registration enter into an
underwriting agreement as is customary in underwritten offerings and take all
such other actions as are reasonably requested by the managing underwriters
in order to expedite or facilitate the registration or the disposition of
such Transfer Restricted Securities, and in such connection, (i) make such
representations and warranties to the underwriters, with respect to the
business of the Issuer, the Guarantors and their respective subsidiaries and
the Registration Statement, any preliminary Prospectus, the Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (ii)
obtain opinions of counsel to the Issuer and Guarantors to such other persons
or businesses which have been or are to be acquired by the Issuer, any
Guarantor or any of their respective subsidiaries and updates thereof in form
and substance reasonably satisfactory to the managing underwriters, addressed
to the underwriters covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be
reasonably requested by underwriters; (iii) obtain "cold comfort" letters and
updates thereof in form and substance reasonably satisfactory to the managing
underwriters from the independent certified public accountants of the Issuer
and the Guarantors (and, if necessary, any other independent certified public
accountants
19
of any subsidiary of the Issuer or any of the Guarantors or of any person or
business acquired or to be acquired by any of them for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each of the underwriters, such letters
to be in customary form and covering matters of the type customarily covered
in "cold comfort" letters in connection with underwritten offerings and such
other matters as are reasonably requested by underwriters as permitted by
Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement
is entered into, the same shall contain indemnification and contribution
provisions and procedures no less favorable than those set forth in Section 7
hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Transfer Restricted Securities
covered by such Registration Statement and the managing underwriters or
agents) with respect to all parties to be indemnified pursuant to said
Section. The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.
(n) If (l) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in an Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Securities during the Applicable Period, make available for
inspection by each selling Holder and each beneficial owner of such Transfer
Restricted Securities being sold, or each such Participating Broker-Dealer,
as the case may be, any underwriter participating in any such disposition of
Transfer Restricted Securities, if any, and any attorney, accountant or other
agent retained by any such selling Holder or beneficial owner or any such
Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the "INSPECTORS"), at the offices where normally kept, during
reasonable business hours, all financial and other records, pertinent
corporate documents and properties of the Issuer, the Guarantors and their
subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary
to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Issuer and the Guarantors
and their respective subsidiaries (and, if applicable, of any person or
business acquired or to be acquired by any of them) and their respective
counsel and independent accountants to supply all information, and to make
themselves available for customary due diligence discussions, in each case as
reasonably requested by any such Inspector in connection with such
Registration Statement. If requested by the Issuer, each of the Inspectors
will agree with the Issuer that Records which the Issuer determines, in good
faith to be confidential and which the Issuer notifies the Inspectors in
writing are confidential shall not be disclosed by the Inspectors unless
20
(i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in such Registration Statement or the Prospectus,
(ii) the disclosure of such Records is required pursuant to any applicable
law or regulation, (iii) the disclosure of such Records is made pursuant to a
subpoena or other order of, or request (whether formal or informal) from, any
governmental or regulatory body or official or any court or tribunal in
connection with any legal, governmental or regulatory proceeding or
investigation or the preparation therefor, or (iv) the information in such
Records has been made available to the public.
(o) Provide an indenture trustee for the Transfer Restricted
Securities or the Exchange Securities, as the case may be, and cause the
indenture for such Securities to be qualified under the TIA not later than
the effective date of the Exchange Offer or the first Registration Statement
relating to the Transfer Restricted Securities; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the
Transfer Restricted Securities, to effect such changes to such indenture as
may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its reasonable best efforts to cause
such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC
to enable such indenture to be so qualified in a timely manner.
(p) Comply with all applicable rules and regulations of the SEC
and, as soon as reasonably practicable, make generally available to its
securityholders consolidated earnings statements of Jacor (including a
condensed consolidating footnote if required under SEC rules) and, if
required by the SEC, earnings statements for the Guarantors or any of their
respective subsidiaries (which need not be certified by an independent public
accountant) that satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder.
(q) If an Exchange Offer is to be consummated, upon delivery of
the Transfer Restricted Securities by Holders to the Issuer (or to such other
Person as directed by the Issuer) in exchange for the Exchange Securities,
the Issuer and the Guarantors shall ▇▇▇▇, or cause to be marked, on such
Transfer Restricted Securities that such Transfer Restricted Securities are
being cancelled in exchange for the Exchange Securities; in no event shall
such Transfer Restricted Securities be marked as paid or otherwise satisfied.
(r) Cooperate with each seller of Transfer Restricted
Securities covered by any Registration Statement and each underwriter, if
any, participating in
21
the disposition of such Transfer Restricted Securities and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. (the "NASD").
(s) Use their reasonable best efforts to take all other steps
necessary to effect the registration of the Transfer Restricted Securities
covered by a Registration Statement contemplated hereby.
(t) Use their reasonable best efforts to cause the Transfer
Restricted Securities or the Exchange Securities, as applicable, covered by
an effective registration statement required by Section 2 or Section 3 hereof
to be rated with appropriate rating agencies, if so requested by the Holders
of a majority in aggregate principal amount of Transfer Restricted Securities
relating to such registration statement or the managing underwriters in
connection therewith, if any.
The Issuer may require each seller of Transfer Restricted Securities
or Participating Broker-Dealer as to which any registration is being effected
to furnish to the Issuer such information regarding such seller or
Participating Broker-Dealer and the distribution of such Transfer Restricted
Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, as the Issuer may, from time to time,
reasonably request. The Issuer may exclude from such registration the
Transfer Restricted Securities or Exchange Securities of any seller or
Participating Broker-Dealer, as the case may be, who fails to furnish such
information within a reasonable time after receiving such request.
The Issuer may, by notice to Holders, require the Holders to suspend
use of the Prospectus which is part of the Shelf Registration Statement (and,
in the case of Participating Broker-Dealers, to suspend use of the Prospectus
which is part of the Exchange Offer Registration Statement) (i) for any
number of periods not to exceed 45 days in the aggregate in any 12-month
period (other than the 60-day period preceding the end of the Effectiveness
Period) if Jacor or any of its subsidiaries shall be engaged in a Material
Business Combination and the condition set forth in the last sentence of
Section 5(k) shall have been satisfied or (ii) if any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof shall
have occurred (in each case other than as a result of a Material Business
Combination or matters relating thereto) (any period during which the use of
such Prospectus is suspended as provided in clause (i) or (ii) above being
hereinafter called a "BLACKOUT PERIOD," and any period during which the use
of such Prospectus is suspended as provided in clause (i) being hereinafter
called a "BUSINESS COMBINATION BLACKOUT PERIOD"). Each Holder
22
of Transfer Restricted Securities and each Participating Broker-Dealer agrees
by acquisition of such Transfer Restricted Securities or Exchange Securities
to be sold by such Participating Broker-Dealer, as the case may be, that,
upon receipt of any notice from the Issuer to suspend the use of the relevant
Prospectus because an event or circumstance described in clause (i) or (ii)
of the preceding sentence has occurred, such Holder shall forthwith
discontinue disposition of such Transfer Restricted Securities covered by
such Prospectus or Exchange Securities to be sold by such Participating
Broker-Dealer covered by such Prospectus, as the case may be, until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, or until it is advised in writing (the
"ADVICE") by the Issuer that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto.
In the event the Issuer shall give any such notice, each of the Effectiveness
Period and the Applicable Period shall be extended by the number of days
during periods from and including the date of the giving of such notice to
and including the date when each seller of Transfer Restricted Securities
covered by such Registration Statement or Exchange Securities to be sold by
such Participating Broker-Dealer, as the case may be shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
5(k) or (y) the Advice.
SECTION 6. REGISTRATION EXPENSES.
(a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuer and the Guarantors shall be
borne by the Issuer and the Guarantors, whether or not the Exchange Offer or
a Shelf Registration is filed or becomes effective, including, without
limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the
NASD in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
Blue Sky qualifications of the Transfer Restricted Securities or Exchange
Securities and determination of the eligibility of the Transfer Restricted
Securities or Exchange Securities for investment under the laws of such
jurisdictions (x) where the Holders or beneficial owners of Transfer
Restricted Securities are located, in the case of the Exchange Securities, or
(y) as provided in Section 5(i) hereof, in the case of Transfer Restricted
Securities or Exchange Securities to be sold by a Participating Broker-Dealer
during the Applicable Period)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Transfer Restricted
Securities or Exchange Securities in a form eligible for deposit with The
Depository Trust Company
23
and of printing Prospectuses if the printing of Prospectuses is requested by
the managing underwriters, if any, or, in respect of Transfer Restricted
Securities or Exchange Securities to be sold by any Participating
Broker-Dealer during the Applicable Period, by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
any Registration Statement or of such Exchange Securities, as the case may
be), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuer, the Guarantors and their
subsidiaries and affiliates and, if applicable, counsel for any person or
business acquired or to be acquired by the Issuer, any of the Guarantors or
any of their respective subsidiaries, (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(m)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi) the
fees and expenses of any "qualified independent underwriter" or other
independent appraiser participating in an offering pursuant to Section 3 as
contemplated by Rule 2720 of the Conduct Rules of the NASD, (vii) rating
agency fees, (viii) Securities Act liability insurance, if the Issuer and the
Guarantors desire such insurance, (ix) fees and expenses of all other Persons
retained by the Issuer and any of the Guarantors, (x) internal expenses of
the Issuer and the Guarantors (including, without limitation, all salaries
and expenses of officers and employees of the Issuer and the Guarantors
performing legal or accounting duties), (xi) the expense of any audit, (xii)
the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange and (xiii) the
expenses relating to printing, word processing and distributing all
Registration Statements, Prospectuses, preliminary Prospectuses, amendments
or supplements to any of the foregoing, underwriting agreements, securities
sales agreements and indentures. Nothing contained in this Section 6 shall
require the Issuer or any Guarantor to pay or reimburse any Holder for any
underwriting discounts or commissions attributable to the sale of any
Transfer Restricted Securities of such Holder in an underwritten offering
pursuant to a Registration Statement filed pursuant to Section 3 of this
Agreement.
(b) In connection with any Shelf Registration hereunder, the
Issuer and the Guarantors shall reimburse the Holders and beneficial owners
of the Transfer Restricted Securities being registered in such registration
for the reasonable fees and disbursements of not more than one counsel chosen
by the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities to be included in such Registration Statement and other
reasonable out-of-pocket expenses of the Holders and beneficial owners of
Transfer Restricted Securities reasonably incurred in connection with the
registration of the Transfer Restricted Securities.
24
SECTION 7. INDEMNIFICATION.
The Issuer and the Guarantors agree to indemnify and hold harmless
(i) each of the Purchasers, each Holder of Transfer Restricted Securities,
each beneficial owner of Transfer Restricted Securities, each Holder of
Exchange Securities, each beneficial owner of Exchange Securities and each
Participating Broker-Dealer, (ii) each person, if any, who controls (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) any Person referred to in clause (i) (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 such Person referred to in clause (i) 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, or arising
out of or in connection with any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement, preliminary
Prospectus or Prospectus (in each case as amended or supplemented if the
Issuer shall have furnished any amendments or supplements thereto), or caused
by, related to, based upon, or arising out of or in connection with 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, except insofar as
such losses, claims, damages or liabilities are caused by any untrue
statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Indemnified
Person furnished to the Issuer in writing by such Indemnified Person
expressly for use therein. The Issuer and the Guarantors shall notify the
Holders promptly upon becoming aware thereof of the institution, threat or
assertion of any claim, proceeding (including any governmental investigation)
or litigation of which any of them shall have become aware relating to this
Agreement which involves the Issuer, any Guarantor, or an Indemnified Person.
In connection with any Registration Statement in which a Holder of
Transfer Restricted Securities is participating, such Holder of Transfer
Restricted
25
Securities agrees, severally and not jointly, to indemnify and hold harmless
the Issuer and each Guarantor, their respective directors, their respective
officers who signed such Registration Statement and each person who controls
the Issuer or any Guarantor within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuer and the Guarantor to each Indemnified
Person, but only with reference to information relating to such Indemnified
Person furnished to the Issuer in writing by such Indemnified Person
expressly for use in any Registration Statement, preliminary Prospectus or
Prospectus, (in each case including any amendment or supplement thereto).
The liability of any Indemnified Person pursuant to this paragraph shall in
no event exceed the net proceeds received by such Indemnified Person from
sales of Transfer Restricted Securities giving rise to such obligations.
If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted
against any person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought
(the "INDEMNIFYING PERSON") in writing, and the indemnifying person shall be
entitled to retain counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the indemnifying person may
reasonably designate in such proceeding and shall pay the reasonable fees and
expenses actually incurred by such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party, unless (i) the indemnifying person and the
indemnified party shall have mutually agreed in writing to the contrary, (ii)
the indemnifying person failed promptly to assume the defense and employ
counsel reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both
such indemnified party and the indemnifying person, or any affiliate of the
indemnifying person, and such indemnified party shall have been advised by
counsel that either (x) there may be one or more legal defenses available to
it which are different from or additional to those available to the
indemnifying person or such affiliate of the indemnifying person or (y) a
conflict may exist between such indemnified party and the indemnifying person
or such affiliate of the indemnifying person (in which case the indemnifying
person shall not have the right to assume the defense of such action on
behalf of such indemnified party, it being understood, however, that the
indemnifying person shall not, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for
26
the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all such indemnified parties, which firm
(together with any such local counsel) shall be designated in writing by
those indemnified parties who sold a majority in aggregate principal amount
of Transfer Restricted Securities sold by all such indemnified parties, and
any such separate firm for the Issuer and the Guarantors, their directors,
their officers who signed the Registration Statement and such control persons
of the Issuer and the Guarantors shall be designated in writing by the
Issuer. The indemnifying person shall not be liable for any settlement of
any proceeding effected without its prior written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying person agrees to indemnify each indemnified party from and
against any and all loss or liability by reason of such settlement or
judgment. No indemnifying person shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.
If the indemnification provided for in the first and second
paragraphs of this Section 7 is unavailable to an indemnified party in
respect of any losses, claims, damages, liabilities or expenses referred to
therein (other than by reason of the exceptions provided therein), then each
indemnifying person under such paragraphs, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages,
liabilities, or expenses, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnified
party on the one hand and the indemnifying person(s) on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities, or expenses 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 person(s)
and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of the Issuer and the Guarantors on the
one hand and any Indemnified Persons on the other 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 relates to information supplied by the Issuer and the
Guarantors or by such Indemnified Person and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
27
The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by PRO RATA
allocation (even if such indemnified parties were treated as one entity for
such purpose) or by any other method of allocation that 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 and liabilities referred to in the immediately
preceding paragraph shall be deemed to include any reasonable legal or other
expenses actually incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, in no event shall an Indemnified Person be
required to contribute any amount in excess of the amount by which net
proceeds received by such Indemnified Person from sales of Transfer
Restricted Securities or Exchange Securities exceeds the amount of any
damages that such Indemnified Person 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 (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
The indemnity and contribution agreements contained in this Section
7 will be in addition to any liability which the indemnifying parties may
otherwise have to the indemnified parties referred to above. The Indemnified
Persons' obligations to contribute pursuant to this Section 7 are several in
proportion to the respective principal amount of Securities sold by each
Indemnified Persons hereunder and not joint.
SECTION 8. RULES 144 AND 144A
The Issuer and the Guarantors covenant that they will file the
annual, quarterly and other reports and information required to be filed by
the Issuer and the Guarantors pursuant to the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner (unless such entity is otherwise exempt from filing thereunder) and,
upon the request of any Holder or beneficial owner of Transfer Restricted
Securities, they will make available to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and to any
prospective purchaser of such Transfer Restricted Securities from such Holder
or beneficial owner, all such other information (if any), required by Rule
144 and Rule 144A under the Securities Act in order to permit sales of such
Transfer Restricted Securities pursuant to Rule 144 and Rule 144A.
28
The Issuer and the Guarantors further covenant that they will file
the annual, quarterly and other reports and information necessary to satisfy
the requirements of Rule 144(d) or any successor provision thereto.
The Issuer and the Guarantors further covenant that they will take
such further action as any Holder or beneficial owner of Transfer Restricted
Securities may reasonably request from time (including, without limitation,
providing such information, if any as may be required pursuant to Rule
l44A(d)(iv) in order to permit resales of Transfer Restricted Securities
pursuant to Rule 144A) to time to enable such Holder or beneficial owner, as
applicable, to sell Transfer Restricted Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a)
Rule 144 and Rule 144A under the Securities Act, as such rules may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the SEC.
SECTION 9. UNDERWRITTEN REGISTRATIONS.
If any of the Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment
banker or investment bankers and manager or managers that will manage the
offering will be selected by the Holders of a majority in aggregate principal
amount of such Transfer Restricted Securities included in such offering and
reasonably acceptable to the Issuer.
No Holder or beneficial owner of Transfer Restricted Securities may
participate in any underwritten registration hereunder, unless such Holder or
beneficial owner (a) agrees to sell its Transfer Restricted Securities on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.
SECTION 10. MISCELLANEOUS.
(a) REMEDIES. In the event of a breach by the Issuer or any
Guarantor of any of its obligations under this Agreement, each Holder or
beneficial owner of Transfer Restricted Securities, in addition to being
entitled to exercise all rights provided herein, in the Indenture or, in the
case of the Purchasers, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Issuer and
29
the Guarantors agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by any of them of any of the
provisions of this Agreement and hereby further agree that, in the event of
any action for specific performance in respect of such breach, they shall
waive the defense that a remedy at law would be adequate.
(b) NO INCONSISTENT AGREEMENTS. The Issuer and the Guarantors
have not, as of the date hereof, and they shall not, after the date of this
Agreement, enter into any agreement with respect to any of their respective
securities that is inconsistent with or conflicts with the rights granted to
the Holders of Transfer Restricted Securities in this Agreement or otherwise
conflicts with the provisions hereof. The Issuer and the Guarantors have not
entered, and will not enter, into any agreement with respect to any of their
respective securities which grants or will grant to any Person piggyback
registration rights with respect to a Registration Statement.
(c) AMENDMENTS AND WAIVERS. Except as provided in Section
10(d) below, the provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given, unless
the Issuer has obtained the written consent of Holders of at least a majority
of the then outstanding aggregate principal amount of Transfer Restricted
Securities. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions with respect to a matter that relates exclusively to the
rights of Holders of Transfer Restricted Securities whose securities are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of
Transfer Restricted Securities may be given by Holders of at least a majority
in aggregate principal amount of the Transfer Restricted Securities being
sold by such Holders pursuant to such Registration Statement; PROVIDED that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding
sentence.
(d) AMENDMENTS WITHOUT CONSENT OF HOLDERS. The Issuer shall
not enter into any transaction pursuant to Section 5.1 of the Indenture as a
result of which another corporation would succeed to and be substituted for
the Issuer under the Indenture unless such successor corporation and the
Guarantors shall have delivered a written instrument to the Purchasers to the
effect that such successor corporation agrees to be bound by and comply with
all of the covenants and agreements of, and to make all of the
representations and warranties of, the Issuer in this Agreement, and to the
further effect that the Guarantors confirm that their
30
respective covenants, agreements, representations and warranties under this
Agreement remain in full force and effect. Concurrently with the addition of
any person as a Guarantor under the Indenture, such person shall enter into
and deliver to the other parties hereto a written instrument whereby such
person shall agree to comply with the covenants and agreements of, and to
make the representations and warranties of, and otherwise to become, a
Guarantor under this Agreement. Upon the release of any Guarantor from its
obligations under the Indenture in accordance with the provisions of the
Indenture, such Guarantor shall be released from all of its obligations under
this Agreement. Any amendments or modifications to this Agreement entered
into to reflect any of the transactions referred to in this Section 10(d) may
be entered into without the consent of any Holders.
(e) NOTICES. All notices and other communications (including,
without limitation any notices or other communications to the Trustee)
provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or
telecopier:
(i) if to a Holder of Transfer Restricted Securities, at the most current
address given by the Trustee to the Issuer; and
(ii) if to the Issuer or the Guarantors, Jacor Communications, Inc., ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: General Counsel, with a copy to ▇▇▇▇▇▇▇, Head & ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day
after being timely delivered to a next-day air courier, if made by next-day
air courier: and when receipt is acknowledged by the addressee, if telecopied.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties
31
hereto, including, without limitation and without the need for an express
assignment, subsequent Holders and beneficial owners of Transfer Restricted
Securities. The Issuer and the Guarantors agree that the Holders and
beneficial owners of the Securities shall be third party creditor
beneficiaries of the agreements made hereunder by the Purchasers, the Issuer
and the Guarantors, and each Holder and beneficial owner shall have the right
to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.
(g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNMENT LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES, TO THE
EXTENT PERMITTED BY LAW, TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
(j) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties hereto that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
32
(k) ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement is intended by the parties hereto as a final expression of
their agreement, and is intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein.
(l) SECURITIES HELD BY THE ISSUER THE GUARANTORS OR THEIR
AFFILIATES. Whenever the consent or approval of Holders of a specified
percentage of Transfer Restricted Securities is required hereunder, Transfer
Restricted Securities held by the Issuer, the Guarantors or any of their
respective affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.
(m) JOINT AND SEVERAL OBLIGATIONS OF THE ISSUER AND GUARANTORS.
Anything herein to the contrary notwithstanding, the obligations of the
Issuer and the Guarantors hereunder are joint and several.
33
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
JACOR COMMUNICATIONS, INC.
By: /s/ R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
and Chief Financial Officer
JACOR COMMUNICATIONS COMPANY
By: /s/ R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
and Secretary
Subsidiary Guarantors:
JACOR COMMUNICATIONS 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.;
34
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.; VTTV PRODUCTIONS;
JACOR/PREMIERE HOLDING, INC.; PREMIERE RADIO
NETWORKS, INC.; AND AFTER MIDNITE ENTERTAINMENT,
INC.
By: /s/ R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and Assistant
Secretary for all above companies
except those marked with an *, of
which he is Treasurer, and those italicized,
of which he is Senior Vice President
35
The foregoing Registration Rights
Agreement is hereby confirmed and accepted
as of the date first above written.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
CHASE SECURITIES INC.
MERRILL, LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ INCORPORATED
Acting on behalf of themselves
By: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SECURITIES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
36