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EXHIBIT 10.2
REVOLVING CREDIT NOTE
$1,400,000,000 New York, New York May 29,1998
CAPSTAR COMMUNICATIONS, INC., a Delaware corporation formerly known as SFX
Broadcasting, Inc. (hereinafter called "Maker"), for value received, promises
and agrees to pay on the earlier of demand or May 31, 2005 unto the order of
CAPSTAR RADIO BROADCASTING PARTNERS, INC., a Delaware corporation (hereinafter
called "Lender"), at such location in the United States of America as the Lender
shall from time to time designate, in lawful money of the United States of
America in immediately All available funds, such sums as the holder hereof may
loan or advance to or for the benefit of Maker on or after the date hereof in
accordance with the terms hereof, together with interest on the unpaid principal
balance outstanding from time to time hereon computed from the date of each
advance until maturity at a per annum rate equal to the Floating Rate (as herein
after defined) in effect from time to time. All past due principal and interest
shall bear interest until paid at an interest rate which is two percent (2%) per
annum in excess of the prematurity rate specified in the immediately preceding
sentence (but in no event to exceed the maximum rate CD of nonusurious interest
allowed by law as of the date hereof). Interest shall be calculated on the basis
of a year of 360 days unless such calculation would result in a usurious rate,
in which case interest shall be co calculated on the basis of a year of 365 or
366 days, as the case may be. Capitalized terms used but not defined C) herein
shall have the meaning assigned in the Credit Agreement (the "Credit Agreement")
dated as of May 29, 1998, by and among Capstar Broadcasting Corporation, a
Delaware corporation, Capstar Broadcasting Partners, Inc., a Delaware
corporation, Lender (as borrower thereunder), NationsBank, N.A., as Syndication
Agent, Salomon Brothers Holding Company Inc and Goldman Sachs Credit Partners,
L.P., as Documentation Agents, Bankers Trust Company, as Administrative Agent,
and each financial institution listed on Schedule I thereto. As used herein, the
term "Floating Rate" shall mean the per annum rate available to the Lender under
the Credit Agreement on the date of determination for Revolving Loans that are
Eurodollar Loans with a three month Interest Period applicable thereto as if
such Interest Period began on the applicable date of determination. The Floating
Rate shall be determined on the first day of June, September, December, and
March during the term hereof and shall be effective for the quarterly period
beginning on each such date to and including the last day of such period;
provided that the Floating Rate for the period beginning May 29, 1998, through
and including August 31, 1998, shall be determined and shall begin on May 29,
1998.
THE UNPAID principal balance hereof shall at no time exceed the sum of ONE
BILLION FOUR HUNDRED MILLION DOLLARS ($1,400,000,000).
INTEREST on this note is payable quarterly commencing on August 31, 1998,
and thereafter on the last day of each November, February, May and August during
the term hereof and at maturity.
IF ANY PAYMENT of principal or interest on this note shall become due on a
Saturday, Sunday, or public holiday under the laws of the State of New York on
which Bankers Trust Company is not open for business, such payment shall be made
on the next succeeding business day of Lender, unless the effect of such
extension would be to carry the payment over to the next calendar month, in
which event such payment shall be due on the preceding business day of Lender,
and any such extension or reduction of time shall in such case be included in
computing interest in connection with such payment.
PAYMENT of this note before maturity may be made at any time or from time
to time, in whole or in part, without penalty or premium. Any such payment shall
be applied first to accrued interest and secondly to principal.
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$1,400,000,000 New York, New York May 29, 1998
THE UNPAID PRINCIPAL BALANCE of this note at any time shall be the total
amounts loaned or advanced hereunder, less the amount of payments or prepayments
of principal made hereon by or for the account of Maker. It is contemplated that
by reason of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrences, this note shall remain valid
and shall be in full force and effect as to loans or advances made pursuant to
and under the terms of this note subsequent to each occurrence. All loans or
advances and all payments or prepayments made hereunder on account of principal
or interest may be endorsed by the holder hereof on the Schedule attached hereto
and made a part hereof for all purposes. Additional Schedule pages may be
attached hereto from time to time by the holder hereof if more space is
necessary. In the event that the unpaid principal amount hereof at any time, for
any reason, exceeds the maximum amount hereinabove specified, Maker covenants
and agrees to pay the excess principal amount forthwith upon demand; such excess
principal amount shall in all respects be deemed to be included among the loans
or advances made pursuant to the other terms of this note and shall bear
interest at the rates hereinabove stated. Prior to demand for payment hereunder,
the occurrence and continuance of an Event of Default, or the maturity hereof
(whether by acceleration or otherwise), amounts prepaid may be reborrowed,
subject to the terms hereof.
ADVANCES hereunder may be made by the holder hereof (i) only if at the time
such advance is made (both before and after giving effect thereto) such
additional indebtedness is permitted pursuant to (a) Section 4.09 of the SFX
Broadcasting, Inc. 10-3/4% Senior Subordinated Notes Indenture dated as of
October 7, 1993 (the "CCI Existing 10-3/4% Senior Subordinated Note Indenture")
and (b) Section 8(b) of the Certificate of Designations, Preferences, and
Relative, Participation, Optional and Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions thereof of SFX Broadcasting, Inc.
12-5/8% Series E Cumulative Exchangeable Preferred Stock Due October 31, 2006,
(ii) pursuant to the terms of any written agreement executed in connection
herewith between Maker and Lender, or (iii) at the oral or written request of
any of the undersigned or of any officer or agent of Maker designated by or
acting under the authority of resolutions of the Board of Directors of Maker.
Maker covenants and agrees to furnish to the holder hereof written confirmation
of any such oral request within five (5) days of the resulting loan or advance,
but any such loan or advance shall be deemed to be made under and entitled to
the benefits of this note irrespective of any failure by Maker to furnish such
written confirmation.
AN "EVENT OF DEFAULT" occurs if
(a) the Maker shall fail to pay when due principal, or any interest on the
Note or any other amount payable hereunder and such failure to pay shall
continue unremedied for a period of five days; or
(b) the Maker or any of its subsidiaries shall commence a voluntary case
concerning itself under Title II of the United States Code entitled
"Bankruptcy" as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code"); or an involuntary case is commenced against the Maker
or any of its subsidiaries and the petition is not controverted within 10
days, or is not stayed or dismissed within 60 days, after commencement of
the case; or a custodian (as defined in the Bankruptcy Code) is appointed
for, or takes charge of, all or any substantial part of the property of the
Maker or any of its subsidiaries; or the Maker or any of its subsidiaries
commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Maker or such subsidiary or there is commenced
against the Maker or any of its subsidiaries any such proceeding which
remains unstayed or undismissed for a period of 60 days; or the Maker or
any of its subsidiaries is adjudicated insolvent or bankrupt; or any order
of relief or other order approving any such case or proceeding is entered;
or the Maker or any of its subsidiaries suffers any appointment of any
custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or the
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$1,400,000,000 New York, New York May 29, 1998
Maker or any of its subsidiaries makes a general assignment for the benefit
of creditors; or the Maker or any of its subsidiaries shall fail to pay, or
shall state in writing that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Maker or any of its
subsidiaries shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or any corporate
action is taken by the Maker or any of its subsidiaries for the purpose of
effecting any of the foregoing;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Lender may by written notice to the Maker, declare
the entire unpaid principal amount hereof as of such date and all accrued
interest owing hereunder then outstanding to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest, notice
of protest or dishonor, notice of acceleration, notice of intent to accelerate
or other notice of any kind, all of which are hereby expressly waived by the
Maker, and thereupon take such action as it may deem desirable hereunder and
pursuant to applicable law; provided, that, if an Event of Default specified in
clause (b) of this paragraph shall occur, the result which would occur upon the
giving of written notice by the Lender to the Maker, as specified above, shall
occur automatically without the giving of any such notice.
IT IS the intention of Maker and Lender to conform strictly to applicable
usury laws. Accordingly, if the transactions contemplated hereby would be
usurious under applicable law, then, in that event, notwithstanding anything to
the contrary herein or in any agreement entered into in connection with or as
security for this note, it is agreed as follows: (i) the aggregate of all
consideration which constitutes interest under applicable law that is taken,
reserved, contracted for, charged or received under this note or under any of
the other aforesaid agreements or otherwise in connection with this note shall
under no circumstances exceed the maximum amount of interest allowed by
applicable law, and any excess shall be cancelled automatically and, if
theretofore paid, shall be credited on the note by the holder hereof (or, to the
extent that this note shall have been or would thereby be paid in full, refunded
to the Maker); and (ii) in the event that demand for payment is made or the
maturity of this note is otherwise accelerated, or in the event of any required
or permitted prepayment, then such consideration that constitutes interest may
never include more than the maximum amount allowed by applicable law, and excess
interest, if any, provided for in this note or otherwise shall be cancelled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on this note (or, to the extent that this
note shall have been or would thereby be paid in full, refunded to the Maker).
THIS NOTE and all guarantees, security interests and liens securing it may
be pledged to Bankers Trust Company, as Administrative Agent, for the ratable
benefit of the Banks as defined in (and as security for the Lender's
indebtedness and obligations owing pursuant to) the Credit Agreement (the
"Capstar Credit Agreement") dated as of May 29, 1998, among Capstar Broadcasting
Corporation, a Delaware corporation, Capstar Broadcasting Partners, Inc., a
Delaware corporation, Capstar Radio Broadcasting Partners, Inc., a Delaware
corporation, the Banks party hereto from time to time, NationsBank, N.A., as
Syndication Agent, Salomon Brothers Holding Company Inc. and Goldman Sachs
Credit Partners L.P., as Documentation Agents, and Bankers Trust Company, as
Administrative Agent. Maker agrees and acknowledges that if the maturity of the
indebtedness owing pursuant to the Capstar Credit Agreement is accelerated prior
its stated maturity based upon the occurrence of an Event of Default thereunder,
then the entire unpaid principal amount hereof as of such date and all accrued
interest owing hereunder then outstanding shall be due and payable without
presentment, demand, protest, notice of protest or dishonor, notice of
acceleration, notice of intent to accelerate or other notice of any kind, all of
which are hereby expressly waived by the Maker.
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$1,400,000,000 New York, New York May 29, 1998
ALL OBLIGATIONS of Maker hereunder is hereby designated as and shall
constitute "Designated Senior Debt" under and as defined in the CCI Existing
10-3/4% Senior Subordinated Note Indenture.
THIS NOTE HAS BEEN EXECUTED AND DELIVERED IN AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, MAKER HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
CAPSTAR COMMUNICATIONS, INC.
By: /s/ Kevin Mischnick
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Name: Kevin Mischnick
Title: Vice President
Pay to the order of
BANKERS TRUST COMPANY,
as Administrative Agent
CAPSTAR RADIO BROADCASTING
PARTNERS, INC.
By: /s/ Kevin Mischnick
-------------------------------
Name: Kevin Mischnick
Title: Vice President
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$1,400,000,000 New York, New York May 29, 1998
SCHEDULE
OF
ADVANCES AND PAYMENTS OF PRINCIPAL AND INTEREST
Amount of Unpaid
Principal Amount of Principal
Amount of Paid or Interest Balance Notation
Date Advance Prepaid Paid of Loan Made By
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