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EXHIBIT 4.42
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
$750,000,000
9% Senior Subordinated Notes due October 1, 2008
PURCHASE AGREEMENT
September 25, 1998
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Chancellor Media Corporation of Los Angeles (the "COMPANY"), a
Delaware corporation, and each subsidiary guarantor named on the signature page
hereto (the "GUARANTORS" and together with the Company, the "ISSUERS"), hereby
confirm their agreement with you (the "INITIAL PURCHASERS"), as set forth below.
1. The Securities. Subject to the terms and conditions
herein contained, the Company proposes to issue and sell to the Initial
Purchasers $750,000,000 in aggregate principal amount of its 9% Senior
Subordinated Notes due 2008, Series A (the "NOTES" and, together with the
guarantee of each Guarantor (the "GUARANTEE"), the "SECURITIES"). The Notes are
to be issued under an indenture (the "INDENTURE") to be dated as of September
30, 1998 by and among the Company, the Guarantors and The Bank of New York, as
trustee (the "Trustee").
The Notes will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"ACT"), in reliance on exemptions therefrom.
In connection with the sale of the Notes, the Company has
prepared an offering circular dated September 25, 1998 (the "OFFERING CIRCULAR")
setting forth or including a description of the terms of the Notes, the terms of
the offering of the Notes, a description of the Company and any material
developments relating to the Company occurring after the date of the most recent
historical financial statements included therein.
The Initial Purchasers and their direct and indirect
transferees of the Notes will be entitled to the benefits of the Registration
Rights Agreement, substantially in the form attached hereto as Exhibit A (the
"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed,
among other things, to file with the Securities and Exchange Commission (the
"COMMISSION") under the circumstances set forth therein (i) a registration
statement (the "REGISTRATION STATEMENT") under the Act relating to the Company's
9% Senior Subordinated Notes due 2008, Series B (the "EXCHANGE NOTES"), to be
offered in exchange for the Notes or (ii) a shelf registration statement
pursuant to Rule 415 under the Act relating to the resale of the Notes by
holders thereof or, if applicable, relating to the resale of debt securities of
the Company substantially identical to the Exchange Notes (the "PRIVATE EXCHANGE
NOTES") by the Initial Purchasers pursuant to an exchange of the Notes for
Private Exchange Notes.
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2. Representations and Warranties of each of the Issuers.
Each of the Issuers represents and warrants to and agrees with the Initial
Purchasers that:
(a) The Offering Circular and any amendment or
supplement thereto as of the date thereof does not and as of the Closing Date
(as defined in Section 3 below) will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this
Section 2(a) do not apply to statements or omissions made in reliance upon and
in conformity with information relating to the Initial Purchasers furnished to
the Company in writing by or on behalf of such Initial Purchasers expressly for
use in the Offering Circular or any amendment or supplement thereto.
(b) Each of the Issuers has been duly organized, is
validly existing and is in good standing under the laws of its jurisdiction of
organization, with all requisite power and authority to own its properties and
conduct its businesses as now conducted as described in the Offering Circular,
and is duly qualified to do business and is in good standing in all other
jurisdictions where the ownership or leasing of its properties or the conduct of
its businesses requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the business, prospects,
condition (financial or other) or results of operations of the Issuers, taken as
a whole (a "MATERIAL ADVERSE EFFECT"). As of the Closing Date, the Company will
have the authorized, issued and outstanding capitalization set forth in the
Offering Circular under the caption "Description of Capital Stock;" the
outstanding shares of capital stock of each of the Issuers have been duly
authorized and validly issued, are fully paid and nonassessable and were not
issued in violation of any preemptive or similar rights; and except as disclosed
in the Offering Circular under the caption "Description of Certain
Indebtedness--Senior Credit Facility," all of the outstanding shares of capital
stock of each of the Guarantors are owned (directly or indirectly) by the
Company, free and clear of all liens, encumbrances, equities and claims or
restrictions on transferability (other than those imposed by the Act and the
securities or blue sky laws of certain jurisdictions) or voting. The Company
does not own, directly or indirectly, any shares of stock or any other equity or
long-term debt securities or have any equity interest in any firm, partnership,
joint venture or other entity other than interests in its subsidiaries or as
described in the Offering Circular.
(c) No holder of securities of the Issuers will be
entitled to have such securities registered under the registration statements
required to be filed by any of the Issuers pursuant to the Registration Rights
Agreement, other than as expressly permitted thereby.
(d) The Company has all requisite corporate power and
authority to execute, deliver and perform each of its obligations under the
Notes, the Exchange Notes and the Private Exchange Notes. The Notes, when
issued, will be in the form contemplated by the Indenture and conform in all
material respects to the description thereof in the Offering Circular. The
Notes, the Exchange Notes and the Private Exchange Notes have each been duly
authorized by the Company and, when executed by the Company and authenticated by
the Trustee in accordance with the provisions of the Indenture and, in the case
of the Notes, delivered to and paid for by the Initial Purchasers in accordance
with the terms of this Agreement, will be entitled to the benefits of the
Indenture and will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
that the enforcement thereof may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors, rights generally, and (ii) general
principles of equity and the discretion of the court before which any proceeding
therefor may be brought (regardless of whether such enforcement is considered in
a proceeding in equity or at law), and except insofar as the usury waiver
contained therein may be unenforceable. Each of the
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Issuers has all requisite power and authority to execute, deliver and perform
its respective obligations under the Indenture; the Indenture has been duly
authorized by the Issuers and, when executed and delivered by the Issuers
(assuming the due authorization, execution and delivery by the Trustee), will
constitute a valid and legally binding obligation of the Issuers, enforceable
against the Issuers in accordance with its terms, except that the enforcement
thereof may be subject to (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors, rights generally and (ii) general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought (regardless of whether such enforcement is considered in a proceeding in
equity or at law), and except insofar as the usury waiver contained therein may
be unenforceable.
(e) The Guarantees have been duly authorized by each
Guarantor and, when executed by the Guarantors and authenticated by the Trustee
in accordance with the provisions of the Indenture will, upon the execution,
authentication and delivery of the Notes and payment therefor in accordance with
the terms of this Agreement, be entitled to the benefits of the Indenture and
will constitute a valid and legally binding obligation of the Guarantors
enforceable in accordance with its terms, except that the enforcement thereof
may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating
to creditor's rights and remedies generally and (ii) general principles of
equity and the discretion of the court before which any proceeding therefor may
be brought (regardless of whether such enforcement is considered in a proceeding
in equity or at law), and except insofar as the usury waiver contained therein
may be unenforceable.
(f) Each of the Issuers has all requisite corporate
power and authority to execute and deliver this Agreement, to issue and deliver
the Securities and to consummate the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by each of the
Issuers. No consent, approval, authorization or order of any court or
governmental agency or body (including, without limitation, the Federal
Communications Commission (the "FCC")) is required for the performance of this
Agreement, the Notes, the Guarantees, the Indenture or any of the transactions
contemplated hereby by any of the Issuers, to the extent a party thereto, except
such as have been obtained and such as may be required under state securities or
blue sky laws in connection with the purchase and initial resale of the
Securities by the Initial Purchasers and except as contemplated by the
Registration Rights Agreement. None of the Issuers is (i) in violation of its
certificate of incorporation or bylaws (or similar organizational document),
(ii) in violation of any statute, judgment, decree, order, rule or regulation
applicable to any of the Issuers, which violation would have a Material Adverse
Effect, or (iii) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, note, lease, license, franchise agreement, permit,
certificate, contract or other agreement or instrument to which any of the
Issuers is a party or to which the Company or the Guarantors is subject, which
violation or default would have a Material Adverse Effect.
(g) Each of the Issuers has all requisite corporate
power and authority to enter into the Registration Rights Agreement. The
Registration Rights Agreement has been duly authorized by each of the Issuers
and, when executed and delivered by the Issuers, will constitute a valid and
legally binding obligation of the Issuers, enforceable against each of the
Issuers in accordance with its terms, except that (A) the enforcement thereof
may be subject to (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors, rights generally and (ii) general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and (B) any rights to indemnity or contribution thereunder may
be limited by federal and state securities laws and public policy
considerations.
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(h) The execution, delivery and performance by the
Company and the Guarantors of this Agreement, the Notes, the Guarantees, the
Indenture and the Registration Rights Agreement and the consummation by the
Issuers of the transactions contemplated hereby and thereby will not conflict
with or constitute or result in a breach or violation by the Company of any of
(i) the terms or provisions of, or constitute a default by any Issuer under, any
contract, indenture, mortgage, deed of trust, loan agreement, note, lease,
license, franchise agreement or other agreement or instrument to which any
Issuer is a party or to which any of them or their respective properties is
subject (each a "CONTRACT" or collectively, the "CONTRACTS"), which conflict,
breach, violation or default would have a Material Adverse Effect, (ii) the
certificate of incorporation or bylaws (or similar organizational document) of
any Issuer, as the same will be in effect on the Closing Date, or (iii)
(assuming compliance with all applicable state securities and blue sky laws and
assuming the accuracy of the representations and warranties of the Initial
Purchasers in Section 8 hereof) any statute, judgment, decree, order, rule or
regulation of any court or governmental agency or other body applicable to any
Issuer or any of their properties, which conflict, breach, violation or default
would have a Material Adverse Effect.
(i) The audited consolidated financial statements of
the Company and its consolidated subsidiaries included in the Offering Circular
present fairly, in all material respects, the consolidated financial position,
results of operations and cash flows of the Company and its consolidated
subsidiaries at the dates and for the periods to which they relate and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis, except as otherwise stated therein. The unaudited
consolidated financial statements and the related notes included in the Offering
Circular present fairly, in all material respects, the consolidated financial
position, results of operations and cash flows of the Company and its
consolidated subsidiaries at the dates and for the periods to which they relate,
subject to year-end audit adjustments and the more detailed note requirements
for audited statements, and have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis, except as
otherwise stated therein. To the Company's knowledge, PricewaterhouseCoopers,
LLP, KPMG Peat Marwick LLP and Arthur Andersen LLP which have examined certain
of such consolidated financial statements as set forth in its reports included
in the Offering Circular are independent public accountants under Rule 101 of
the AICPA's Code of Professional Conduct, and its rulings and interpretations.
(j) The pro forma consolidated financial information
(including the notes thereto) included in the Offering Circular (A) presents the
information shown therein under the applicable requirements of Regulation S-X
promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"); (B) has been prepared in accordance with the applicable requirements of
Regulation S-X promulgated under the Exchange Act; (C) has been prepared in
accordance with the Commission's rules and guidelines with respect to pro forma
financial statements; and (D)has been properly computed on the bases described
therein. The assumptions used in the preparation of the pro forma financial
statements and other pro forma condensed consolidated financial information
included in the Offering Circular are reasonable and the adjustments used
therein are reasonably appropriate to give effect to the transactions or
circumstances referred to therein.
(k) Except as described in the Offering Circular,
there is not pending or, to the knowledge of any Issuer, threatened, any action,
suit, proceeding, inquiry or investigation to which any Issuer is a party, or to
which the property of any Issuer or any Guarantor is subject, before or brought
by any court or governmental agency or body (including, without limitation, the
FCC), that would have a Material Adverse Effect.
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(l) Each of the Issuers owns or possesses licenses or
other rights to use all material patents, trademarks, service marks, trade
names, copyrights and know-how necessary to conduct the businesses now or
proposed to be operated by it as described in the Offering Circular, and none of
the Issuers has received any notice of infringement of or conflict with (or
knows of any such infringement of or conflict with) asserted rights of others
with respect to any patents, trademarks, service marks, trade names, copyrights
or know-how which, if such assertion of infringement or conflict were sustained,
would have a Material Adverse Effect.
(m) Each of the Issuers has obtained, or has applied
for, all licenses, permits, franchises and other governmental authorizations
necessary to conduct the businesses now or proposed to be operated by it as
described in the Offering Circular, the lack of which would have a Material
Adverse Effect.
(n) Subsequent to the respective dates as of which
information is given in the Offering Circular and except as described therein or
contemplated thereby, (i) none of the Issuers has incurred any material
liabilities or obligations, direct or contingent, or entered into any material
transactions, not in the ordinary course of business and (ii) the Company has
not purchased any of its outstanding capital stock, nor declared, paid or
otherwise made any dividend or distribution of any kind on its capital stock.
(o) Except as described in the Offering Circular, none
of the Issuers is in default under any Contract, has received a notice or claim
of any such default or has knowledge of any breach of any Contract by the other
party or parties thereto, except such defaults or breaches as would not have a
Material Adverse Effect.
(p) Each of the Issuers has filed all necessary
federal, state and foreign income and franchise tax returns, except where the
failure to so file such returns would not have a Material Adverse Effect, and
each has paid all taxes shown as due thereon; and other than tax deficiencies
which any Issuer is contesting in good faith and for which adequate reserves
have been provided, there is no tax deficiency that has been asserted against
any Issuer that would have a Material Adverse Effect.
(q) None of the Issuers nor any agent acting on their
behalf has taken or will take any action that might cause this Agreement or the
issuance and sale of the Securities to violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System, in each case as in effect, or as the
same may hereafter be in effect, on the Closing Date.
(r) Each of the Issuers has good and marketable title
to all real property and good title to all personal property described in the
Offering Circular as being owned by it and good and marketable title to a
leasehold estate in the real and personal property described in the Offering
Circular as being leased by it (except for those leases of real property in
which the Company has good title and that would be marketable but for the
requirement that the landlord consent to an assignment or sublease of the
lease), free and clear of all liens, charges, encumbrances or restrictions,
except, in each case, as described in the Offering Circular or to the extent the
failure to have such title or the existence of such liens, charges, encumbrances
or restrictions would not have a Material Adverse Effect.
(s) Except for the Company's existing credit agreement
and except as described in the Offering Circular, there are no consensual
encumbrances or restrictions on the ability of the Guarantors (i) to pay
dividends or make any other distributions on its capital stock or to pay any
indebtedness owed to the Company; (ii) to make any loans or advances to, or
investments in, the Company;
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or (iii) to transfer any of its property or assets to the Company or the
Guarantors or any other subsidiary of the Company or the Guarantors.
(t) None of the Issuers is an "investment company" or
"promoter" or "principal underwriter" for an "investment company," as such terms
are defined in the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
(u) None of the Issuers nor, to their knowledge, any
of their directors, officers or controlling persons has taken, directly or
indirectly, any action designed, or that might reasonably be expected, to cause
or result, under the Act or otherwise, in, or that has constituted,
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Notes.
(v) Each of the Issuers is in compliance with all
provisions of Section 517.075 of Florida Statutes, as amended, relating to
issuers doing business with Cuba.
(w) The Notes, the Guarantees, the Exchange Notes, the
Private Exchange Notes, the Indenture and the Registration Rights Agreement
conform in all material respects to the descriptions thereof in the Offering
Circular.
(x) None of the Issuers nor any of their respective
Affiliates (as defined in Rule 501(b) of Regulation D under the Act) has
directly, or through any agent, (i) sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any "security" (as defined in the
Act) that is or could be integrated with the sale of the Notes in a manner that
would require the registration under the Act of the Notes or (ii) engaged in any
form of general solicitation or general advertising (as those terms are used in
Regulation D under the Act) in connection with the offering of the Notes or in
any manner involving a public offering within the meaning of Section 4(2) of the
Act. Assuming the accuracy of the representations and warranties of the Initial
Purchasers in Section 8 hereof, the Company has not been informed by counsel
that it is necessary in connection with the offer, sale and delivery of the
Notes to the Initial Purchasers in the manner contemplated by this Agreement to
register any of the Notes under the Act or to qualify the Indenture under the
Trust Indenture Act of 1939, as amended (the "TIA").
(y) No securities of the Company or any subsidiary are
of the same class (within the meaning of Rule 144A under the Act) as the Notes
and listed on a national securities exchange registered under Section 6 of the
Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.
(z) The statistical and market-related data included
in the Offering Circular are based on or derived from sources that the Company
believes to be reliable and accurate in all material respects.
Any certificate signed by any officer of the Company or any
subsidiary and delivered to the Initial Purchasers or to counsel for the Initial
Purchasers shall be deemed a representation and warranty by the Company to the
Initial Purchasers as to the matters covered thereby.
3. Purchase, Sale and Delivery of the Securities. On the
basis of the representations, warranties, agreements and covenants herein
contained and subject to the terms and conditions herein set forth, the Issuers
agree to issue and sell to the Initial Purchasers, and the Initial Purchasers
agree to purchase from the Issuers, all of the Notes at 97.50% of their
principal amount. One or more certificates in definitive form for the Notes that
the Initial Purchasers have agreed to purchase hereunder, and in such
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denomination or denominations and registered in such name or names as the
Initial Purchasers request upon notice to the Company at least 24 hours prior to
the Closing Date, shall be delivered by or on behalf of the Issuers to the
Initial Purchasers, against payment by or on behalf of the Initial Purchasers of
the purchase price therefore by wire transfer (same day funds) to such account
or accounts as the Company shall specify prior to the Closing Date, or by such
means as the parties hereto shall agree prior to the Closing Date. Such delivery
of and payment for the Notes shall be made at the offices of Weil, Gotshal &
Manges LLP, 100 Crescent Court, Suite 1300, Dallas, Texas 75201, at 9:00 A.M.,
New York time, on September 30, 1998, or at such other place, time or date as
the Initial Purchasers, on the one hand, and the Company, on the other hand, may
agree upon, such time and date of delivery against payment being herein referred
to as the "CLOSING DATE." The Company will make such certificate or certificates
for the Notes available for checking and packaging by the Initial Purchasers at
the offices of Goldman, Sachs & Co. in New York, New York, or at such other
place as Goldman, Sachs & Co. may designate, prior to or on the Closing Date.
4. Offering by the Initial Purchasers. The Initial
Purchasers propose to make an offering of the Notes at the price and upon the
terms set forth in the Offering Circular, as soon as practicable after this
Agreement is entered into and as in the judgment of the Initial Purchasers is
advisable.
5. Covenants of the Issuers. Each of the Issuers, jointly
and severally, covenants and agrees with the Initial Purchasers that:
(a) None of the Issuers will amend or supplement the
Offering Circular or any amendment or supplement thereto of which the Initial
Purchasers shall not previously have been advised and furnished a copy for a
reasonable period of time prior to the proposed amendment or supplement and as
to which the Initial Purchasers shall not have given their consent, which will
not be unreasonably withheld. The Issuers will promptly, upon the reasonable
request of the Initial Purchasers or counsel for the Initial Purchasers, make
any amendments or supplements to the Offering Circular that may be necessary or
advisable in connection with the resale of the Notes by the Initial Purchasers.
(b) Each of the Issuers will cooperate with the
Initial Purchasers in arranging for the qualification of the Notes for offering
and sale under the securities or blue sky laws of which jurisdictions as the
Initial Purchasers may designate and will continue such qualifications in effect
for as long as may be reasonably necessary to complete the resale of the Notes;
provided, however, that in connection therewith, none of the Issuers shall be
required to qualify as a foreign corporation or to execute a general consent to
service of process in any jurisdiction or subject itself to taxation in any such
jurisdiction where it is not so subject.
(c) If, at any time prior to the completion of the
distribution by the Initial Purchasers of the Securities, any event occurs or
information becomes known as a result of which the Offering Circular as then
amended or supplemented would include any untrue statement of a material fact,
or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or if
for any other reason it is necessary at any time to amend or supplement the
Offering Circular to comply with applicable law, the Issuers will promptly
notify the Initial Purchasers thereof and will prepare, at the expense of the
Issuers, an amendment or supplement to the Offering Circular that corrects such
statement or omission or effects such compliance.
(d) Each of the Issuers will, without charge, provide
to the Initial Purchasers and to counsel for the Initial Purchasers as many
copies of the Offering Circular or any amendment or supplement thereto as the
Initial Purchasers may reasonably request.
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(e) The Company will apply the net proceeds from the
sale of the Notes substantially as set forth under "Use of Proceeds" in the
Offering Circular.
(f) For so long as the Securities remain outstanding
(but in no event longer than five years), the Issuers will furnish to the
Initial Purchasers copies of all reports and other communications (financial or
otherwise) furnished by the Issuers to the Trustee or to the holders of the
Securities and, as soon as available, copies of any reports or financial
statements furnished to or filed by the Company with the Commission or any
national securities exchange on which any class of securities of the Company may
be listed.
(g) Prior to the Closing Date, the Issuers will
furnish to the Initial Purchasers, as soon as they have been prepared, a copy of
any unaudited interim financial statements of the Company for any period
subsequent to the period covered by the most recent financial statements
appearing in the Offering Circular.
(h) None of the Issuers nor any of their respective
Affiliates will sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any "security" (as defined in the Act) that could be
integrated with the sale of the Notes in a manner which would require the
registration under the Act of the Notes.
(i) The Issuers will not engage in any form of general
solicitation or general advertising (as those terms are used in Regulation D
under the Act) in connection with the offering of the Notes or in any manner
involving a public offering within the meaning of Section 4(2) of the Act.
(j) The Issuers will use their reasonable best efforts
to (i) assist the Initial Purchasers in permitting the Notes to be designated
PORTAL securities in accordance with the rules and regulations adopted by the
NASD relating to trading in the Private Offerings, Resales and Trading through
Automated Linkages system (the "PORTAL System") and (ii) permit the Notes to be
eligible for clearance and settlement through The Depository Trust Company.
6. Expenses. The Issuers, jointly and severally, agree to pay the following
costs and expenses and all other costs and expenses incident to the performance
of their respective obligations under this Agreement, whether or not the
transactions contemplated herein are consummated or this Agreement is terminated
pursuant to Section 11 hereof, including all costs and expenses incident to (i)
the printing, word processing or other production of documents with respect to
the transactions contemplated hereby, including any costs of printing the
Offering Circular and any amendment or supplement thereto, and any blue sky
memoranda, (ii) all arrangements relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Issuers, (iv) preparation (including printing), issuance and
delivery to the Initial Purchasers of the Securities (including Trustee's fees),
(v) the qualification of the Notes under state securities and blue sky laws,
including filing fees and reasonable fees and disbursements of counsel for the
Initial Purchasers relating thereto, (vi) fees and expenses of the Trustee,
including reasonable fees and expenses of counsel for the Trustee, and (vii) all
expenses and listing fees incurred in connection with the application for
quotation of the Notes on the PORTAL System. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 7 hereof is not satisfied,
because this Agreement is terminated or because of any failure, refusal or
inability on the part of the Issuers to perform all obligations and satisfy all
conditions on their part to be performed or satisfied hereunder (other than
solely by reason of a default by the Initial Purchasers of its obligations
hereunder after all conditions hereunder have been satisfied in accordance
herewith), the Issuers agree to promptly reimburse the Initial
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Purchasers upon demand for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of Latham & Watkins, counsel for the Initial
Purchasers) that shall have been incurred by the Initial Purchasers in
connection with the proposed purchase and sale of the Notes.
7. Conditions of the Initial Purchasers' Obligations. The
obligation of the Initial Purchasers to purchase and pay for the Securities
shall, in its sole discretion, be subject to the following conditions on or
prior to the Closing Date:
(a) The Initial Purchasers shall have received the
opinion in form and substance satisfactory to the Initial Purchasers, dated the
Closing Date, of Weil, Gotshal & Manges LLP, counsel for the Issuers,
substantially in the form of Exhibit B hereto. In rendering such opinion, Weil,
Gotshal & Manges LLP shall have received and may rely upon such certificates and
other documents and information as it may reasonably request to pass upon such
matters.
(b) The Initial Purchasers shall have received an
opinion or opinions, dated the Closing Date, of Latham & Watkins, counsel for
the Initial Purchasers, with respect to certain legal matters relating to this
Agreement and certain FCC regulatory matters, and such other related matters as
the Initial Purchasers may require. In rendering such opinion or opinions,
Latham & Watkins shall have received and may rely upon such certificates and
other documents and information as they may reasonably request to pass upon such
matters. In addition, in rendering their opinion or opinions, Latham & Watkins
may state that their opinion or opinions is limited to matters of New York,
California, Delaware corporate and federal law.
(c) The Initial Purchasers shall have received
customary comfort letters from PricewaterhouseCoopers, LLP and KPMG Peat Marwick
LLP, dated September 30, 1998 and shall have received a customary comfort letter
dated September 29, 1998, and a customary bring-down comfort letter from Arthur
Anderson LLP, in each case addressed to the Initial Purchasers, in form and
substance reasonably satisfactory to the Initial Purchasers and counsel for the
Initial Purchasers.
(d) The representations and warranties of the Issuers
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and as of the Closing Date; the Issuers shall have
complied in all material respects with all covenants and agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date; and subsequent to the date of the most recent
financial statements in the Offering Circular, there shall have been no material
adverse change in the business, condition (financial or other), results of
operations or prospects of the Issuers, taken as a whole, except as set forth
in, or contemplated by, the Offering Circular.
(e) The issuance and sale of the Securities by the
Issuers hereunder shall not be enjoined (temporarily or permanently) on the
Closing Date and no restraining order or other injunctive order shall have been
issued or any action, suit or proceeding shall have been commenced with respect
to this Agreement or any other transactions hereby, before any court or
governmental authority (including, without limitation, the FCC).
(f) Subsequent to the date as of which information is
given in the Offering Circular, except as described in or as contemplated by the
Offering Circular, none of the Issuers shall have incurred any liabilities or
obligations, direct or contingent (other than in the ordinary course of
business) that are material to the Issuers, taken as a whole, or entered into
any transactions not in the ordinary course of business that are material to the
business, condition (financial or other), results of operations or prospects of
the Issuers, taken as a whole, and, other than as contemplated by the Offering
Circular, there shall not have been any change in the capital stock or long-term
indebtedness of any Issuer that is material
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to the business, condition (financial or other), results of operations or
prospects of the Issuers, taken as a whole.
(g) Subsequent to the date as of which information is
given in the Offering Circular, the conduct of the business and operations of
the Company or any of its subsidiaries has not been interfered with by strike,
fire, flood, hurricane, accident or other calamity (whether or not insured) or
by any court or governmental action, order or decree, and, except as otherwise
stated therein, the properties of the Company or any of its subsidiaries have
not sustained any loss or damage (whether or not insured) as a result of any
such occurrence, except any such interference, loss or damage which would not
have a Material Adverse Effect.
(h) The Initial Purchasers shall have received a
certificate of the Company, dated the Closing Date, signed on behalf of the
Company by its Vice President and Assistant Secretary of the Company, to the
effect that:
(i) The representations and warranties of the Issuers
in this Agreement are true and correct in all material
respects as if made on and as of the Closing Date (other than
to the extent any such representation or warranty is expressly
made to a certain date), and each Issuer has performed in all
material respects all covenants and agreements and satisfied,
in all material respects, all conditions on their part to be
performed or satisfied hereunder, to the extent a party
thereto, at or prior to the Closing Date;
(ii) At the Closing Date, since the date hereof or
since the date of the most recent financial statements in the
Offering Circular, except as described in the Offering
Circular, no event or events have occurred, nor has any
information become known that, individually or in the
aggregate, would have a Material Adverse Effect;
(iii) The issuance and sale of the Securities by the
Issuers hereunder has not been enjoined (temporarily or
permanently) by any court or governmental agency or body
(including without limitation, the FCC); and
(iv) Subsequent to the respective dates as of which
information is given in the Offering Circular, except in each
case as described in or as contemplated by the Offering
Circular, none of the Issuers has incurred any liabilities or
obligations, direct or contingent, that are material to the
Issuers, taken as a whole, or entered into any transactions
that, individually or in the aggregate, would have a Material
Adverse Effect; and there has been no change in the capital
stock or long-term indebtedness of the Issuers that
individually or in the aggregate would have a Material Adverse
Effect.
(i) On the Closing Date, the Initial Purchasers shall
have received the Registration Rights Agreement executed by the Issuers and such
agreement shall be in full force and effect on the Closing Date.
(j) On or before the Closing Date, the Initial
Purchasers and counsel for the Initial Purchasers shall have received such
further documents, opinions, certificates and schedules or instruments relating
to the business, corporate, legal and financial affairs of the Issuers as they
shall have heretofore reasonably requested from the Issuers.
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All such opinions, certificates, letters, schedules, documents
or instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Initial Purchasers and counsel for the Initial Purchasers. The
Company shall furnish to the Initial Purchasers such conformed copies of such
opinions, certificates, letters, schedules, documents and instruments in such
quantities as the Initial Purchasers shall reasonably request.
8. Offering of Notes; Restrictions on Transfer.
(a) The Initial Purchasers represents and warrants
that it is a "qualified institutional buyer" as defined in Rule 144A promulgated
under the Act ("QIB"). The Initial Purchasers agrees with the Issuers that (i)
it has not and will not solicit offers for, or offer or sell, the Securities by
any form of general solicitation or general advertising (as those terms are used
in Regulation D under the Act) or in any manner involving a public offering
within the meaning of Section 4(2) of the Act; and (ii) it has and will solicit
offers for the Securities only from, and will offer the Securities only to (A)
in the case of offers inside the United States, persons whom it reasonably
believes to be QIBs or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to it that each such account is a QIB, to
whom notice has been given that such sale or delivery is being made in reliance
on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the
case of offers outside the United States, to persons other than U.S. persons
("FOREIGN PURCHASERS," which term shall include dealers or other professional
fiduciaries in the United States acting on a discretionary basis for foreign
beneficial owners (other than an estate or trust)); provided, however, that, in
the case of this clause (B), in purchasing such Securities such persons are
deemed to have represented and agreed as provided under the caption "Notice to
Investors" contained in the Offering Circular (each such entity referenced in
this clause (ii), an "ELIGIBLE PURCHASER").
(b) The Initial Purchasers represents and warrants (as
to itself only) with respect to offers and sales outside the United States that
(i) it has complied and will comply with all applicable laws and regulations in
each jurisdiction in which it acquires, offers, sells or delivers Securities or
has in its possession or distributes the Offering Circular or any such other
material, in all cases at its own expense; (ii) the Securities have not been and
will not be offered or sold within the United States or to, or for the account
or benefit of, U.S. persons except in accordance with Regulation S under the Act
or pursuant to an exemption from the registration requirements of the Act; (iii)
it has offered the Securities and will offer and sell the Securities (A) as part
of its distribution at any time and (B) otherwise until 40 days after the later
of the commencement of the offering and the Closing Date, only in accordance
with Rule 903 of Regulation S and, accordingly, neither it nor any persons
acting on its behalf have engaged or will engage in any directed selling efforts
(within the meaning of Regulation S) with respect to the Securities, and any
such persons have complied and will comply with the offering restrictions
requirement of Regulation S; and (iv) it agrees that, at or prior to
confirmation of sales of the Securities, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or other remuneration that
purchases Notes from it during the restricted period a confirmation or notice to
substantially the following effect:
"The Securities covered hereby have not been registered under
the United States Securities Act of 1933 (the "SECURITIES
ACT") and may not be offered and sold within the United
States or to, or for the account or benefit of, U.S. persons
(i) as part of the distribution of the Securities at any time
or (ii) otherwise until 40 days after the later of the
commencement of the offering and the closing date of the
offering, except in either case in accordance with Regulation
S (or Rule 144A if available) under the Securities Act. Terms
used above have the meaning given to them in Regulation S."
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Terms used in this Section 8(b) and not defined in this Agreement have
the meanings given to them in Regulation S.
(c) The Initial Purchasers represent and warrant that
the source of funds being used by it to acquire the Securities does not include
the assets of any "employee benefit plan" (within the meaning of Section 3 of
the Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder ("ERISA")) or any "plan"
(within the meaning of Section 4975 of the Internal Revenue Code of 1986, as
amended, including the regulations and published interpretations thereunder (the
"Code")).
9. Indemnification and Contribution.
(a) The Issuers, jointly and severally, will indemnify
and hold harmless the Initial Purchasers and each person or persons who control
the Initial Purchasers within the meaning of the Act or Exchange Act against any
losses, claims, damages or liabilities, joint or several, to which the Initial
Purchasers may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Circular, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein not
misleading, and will reimburse the Initial Purchasers and any control person for
any legal or other expenses reasonably incurred by the Initial Purchasers or
such control person in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Issuers shall not be liable in any such case (and shall be entitled to
reimbursement of advanced expenses, if applicable) to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Offering Circular or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by the Initial
Purchasers expressly for use therein.
(b) The Initial Purchasers will indemnify and hold
harmless each of the Issuers, their respective directors, officers and each
person, if any, who controls any Issuer within the meaning of the Act or
Exchange Act against any losses, claims, damages or liabilities to which any of
the Issuers or their respective directors, officers or controlling persons may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Offering Circular, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Offering Circular or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchasers expressly for use therein; and will reimburse the Issuers or any such
director, officer or control person for any legal or other expenses reasonably
incurred by such Issuer or director, officer or control person in connection
with investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying
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party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.
(d) If the indemnification provided for in this
Section 9 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Issuers on the one hand and the Initial
Purchasers on the other from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Issuers on the one hand and the Initial Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Issuers on the one hand and the Initial Purchasers on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Initial Purchasers. The relative fault
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 Issuers on the
one hand or the Initial Purchasers on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Issuers and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), the Initial Purchasers
shall not be required to contribute any amount in excess of the amount by which
the total price at which the Securities underwritten by it and distributed to
investors were offered to investors exceeds the amount of any damages which the
Initial Purchasers have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.
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(e) The obligations of the Issuers under this Section
9 shall be in addition to any liability which the Issuers may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Initial Purchasers within the meaning of the Act; and the
obligations of the Initial Purchasers under this Section 9 shall be in addition
to any liability which the Initial Purchasers may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Issuers and to each person, if any, who controls any Issuer within the meaning
of the Act.
10. Survival Clause. The respective representations,
warranties, agreements, covenants, indemnities and other statements of the
Issuers, their respective officers and the Initial Purchasers set forth in this
Agreement or made by or on behalf of it pursuant to this Agreement shall remain
in full force and effect, regardless of (a) any investigation made by or on
behalf of the Issuers, any of their respective officers or directors, the
Initial Purchasers or any controlling person referred to in Section 9 hereof and
(b) delivery of and payment for the Securities. The respective agreements,
covenants, indemnities and other statements set forth in Sections 6 and 9 shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement.
11. Termination. (a) This Agreement may be terminated in
the sole discretion of the Initial Purchasers by notice to the Issuers given on
or prior to the Closing Date in the event that the Issuers shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
their part to be performed or satisfied hereunder at or prior thereto or, if at
or prior to the Closing Date:
(i) A downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under
the Act, and no such organization shall have publicly
announced that it has under surveillance or review, with
possible negative implications, its rating of any of the
Company's debt securities;
(ii) A suspension or material limitation in trading in
securities generally on the New York Stock Exchange, the
American Stock Exchange or on the NASDAQ Stock Market's
National Market;
(iii)A suspension or material limitation in trading in
the Chancellor Media Corporation's Common Stock on the NASDAQ
Stock Market's National Market;
(iv) A general moratorium on commercial banking
activities declared by either Federal or New York or Texas
state authorities; or
(v) the outbreak or escalation of hostilities
involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any
such event specified in this clause (v) in the judgment of the
Initial Purchasers makes it impracticable or inadvisable to
proceed with the offering or the delivery of the Securities on
the terms and in the manner contemplated in the Offering
Circular.
(b) Termination of this Agreement pursuant to this
Section 11 shall be without liability of any party to any other party except as
provided in Section 10 hereof.
12. Information Supplied by the Initial Purchasers. The
statements set forth in the first sentence of the last paragraph of text on the
cover pages of the Offering Circular, concerning the terms of the offering by
the Initial Purchasers, the last paragraph on page ii of the Offering Circular,
concerning
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stabilization and over-allotment by the Initial Purchasers, the second paragraph
of text under the caption "Underwriting" in the Offering Circular, concerning
the terms of the offering by the Initial Purchasers, the second sentence of the
fifth paragraph of text under the caption "Underwriting" in the Offering
Circular, concerning market making by the Initial Purchasers, and the eighth
paragraph of text under the caption "Underwriting" in the Offering Circular,
concerning over-allotment and stabilizing transactions by the Initial
Purchasers. constitute the only information furnished on behalf of the Initial
Purchasers to the Issuers for the purposes of Sections 2(a) and 9 hereof.
13. Notices. All communications hereunder shall be in
writing and, if sent to the Initial Purchasers, shall be mailed, delivered or
telecopied to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
Attention: Corporate Finance Department; if sent to the Issuers, shall be
mailed, delivered or telecopied to the Issuers at Chancellor Media Corporation
of Los Angeles, 300 Crescent Court, Suite 600, Dallas, Texas 75201, Attention:
President.
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; and one
business day after being timely delivered to a next-day air courier; and when
receipt is acknowledged by addressee, if telecopied.
14. Successors. This Agreement shall inure to the benefit
of and be binding upon the Initial Purchasers, each of the Issuers and their
respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained; this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Issuers contained in Section 9 of this Agreement shall
also be for the benefit of any person or persons who control the Initial
Purchasers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchasers contained in
Section 9 of this Agreement shall also be for the benefit of the directors of
the Issuers, their respective officers and any person or persons who control the
Issuers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act. No purchaser of Notes from the Initial Purchasers will be deemed a
successor because of such purchase.
15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY
PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.
16. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between the
Company, the Guarantors and the Initial Purchasers.
Very truly yours,
The Company
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ OMAR CHOUCAIR
-------------------------------------
Name: Omar Choucair
Title: Vice President
The Guarantors:
On behalf of the Subsidiary Guarantors
listed on Schedule A hereto:
By: /s/ OMAR CHOUCAIR
-------------------------------------
Name: Omar Choucair
Title: Vice President
The Initial Purchasers:
GOLDMAN, SACHS & CO.
By: /s/ GOLDMAN, SACHS & CO.
-------------------------------
Name:
Title:
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SCHEDULE A
CERTAIN SUBSIDIARIES OF
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
(all subsidiaries are Delaware corporations except as expressly indicated)
1. Chancellor Media Corporation Of The Lone Star State
2. KZPS/KDGE License Corp.
3. Chancellor Media Corporation of California
4. KIOI License Corp.
5. Chancellor Media Corporation of Illinois
6. Chancellor Media Illinois License Corp.
7. Chancellor Media Corporation of Dade County
8. WVCG License Corp.
9. Chancellor Media Corporation of Massachusetts
10. Chancellor Media Pennsylvania License Corp.
11. Chancellor Media Corporation of Miami
12. WEDR License Corp.
13. Chancellor Media of Houston Limited Partnership
14. Chancellor Media Corporation of Houston
15. Chancellor Media Corporation of the Keystone State
16. Chancellor Media Corporation of New York
17. Chancellor Media Corporation of Charlotte
18. WIOQ License Corp.
19. Chancellor Media Corporation of Washington, D.C.
20. Chancellor Media Corporation of St. Louis
21. Chancellor Media Corporation of Michigan
22. Chancellor Media / WAXQ Inc.
23. WAXQ License Corp.
24. Chancellor Media / KCMG Inc.
25. Chancellor Media / Riverside Broadcasting Co., Inc.
26. WLTW License Corp.
27. Chancellor Media Corporation of the Capital City
28. Chancellor Media D.C. License Corp.
29. Chancellor Media Licensee Company
30. Chancellor Media/Trefoil Communications, Inc.
31. Chancellor Media/Shamrock Broadcasting, Inc.
32. Chancellor Media/Shamrock Radio Licenses, Inc.
33. Chancellor Media/Shamrock Broadcasting Licenses of Denver, Inc.
34. Chancellor Media/Shamrock Broadcasting of Texas, Inc (a Texas corporation)
35. Chancellor Media/Shamrock Radio Licenses, LLC
36. Chancellor Media Outdoor Corporation
37. Chancellor Media Nevada Sign Corporation
38. Chancellor Media MW Sign Corporation
39. Chancellor Media Martin Corporation
40. Western Poster Service, Inc. (a Texas corporation)
41. The AMFM Radio Networks, Inc.
42. Chancellor Media Air Services Corporation
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43. Chancellor Media Whiteco Outdoor Corporation
44. Chancellor Merger Corp.
45. Broadcast Architecture, Inc. (a Massachusetts corporation)
46. Martin Media (a California limited partnership)
47. Dowling Company Incorporated (a Virginia corporation)
48. Nevada Outdoor Systems, Inc. (a Nevada corporation)
49. MW Sign Corp. (a California corporation)
50. Martin & MacFarlane, Inc. (a California corporation)
51. Katz Media Corporation
52. Katz Communications, Inc.
53. Katz Millennium Marketing, Inc.
54. Amcast Radio Sales, Inc.
55. Christal Radio Sales, Inc.
56. Eastman Radio Sales, Inc.
57. Seltel Inc.
58. Katz Cable Corporation
59. The National Payroll Company, Inc.
60. Chancellor Media Radio Licenses, LLC
61. KLOL License Limited Partnership
62. WTOP License Limited Partnership
63. Radio 100, L.L.C.
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