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EXHIBIT 4.46
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
$750,000,000
8% Senior Notes due 2008
PURCHASE AGREEMENT
November 12, 1998
BT ALEX. BROWN INCORPORATED
CHASE SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
c/o BT Alex. Brown Incorporation
130 Liberty Street
New York, New York 10005
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 8% Senior 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 November 17, 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 memorandum dated November 12, 1998 (the "OFFERING
MEMORANDUM") 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
8% Senior 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
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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.
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 Memorandum 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 Memorandum 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 Memorandum,
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 Memorandum 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 (i) as
disclosed in the Offering Memorandum under the caption "Description of Certain
Indebtedness--Senior Credit Facility" and (ii) for Western Poster Service, Inc.,
a Texas corporation, approximately 73.4% of whose capital stock is owned by the
Company, 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
Memorandum.
(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 Memorandum. 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,
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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 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
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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.
(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
Memorandum 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 Memorandum 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, Arthur Andersen LLP and BDO
Seidman LLP which have examined certain of such consolidated financial
statements as set forth in its reports included in the Offering Memorandum 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 Memorandum
(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 Memorandum 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 Memorandum,
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
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brought by any court or governmental agency or body (including, without
limitation, the FCC), that would have a Material Adverse Effect.
(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 Memorandum, 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 Memorandum, 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 Memorandum 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 Memorandum,
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 Memorandum as being owned by it and good and marketable title to a
leasehold estate in the real and personal property described in the Offering
Memorandum 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 Memorandum 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.
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(s) Except for the Company's existing credit
agreement and except as described in the Offering Memorandum, 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; 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
Memorandum.
(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 Memorandum 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
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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 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 November 17, 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 BT Alex. Brown
Incorporated in New York, New York, or at such other place as BT Alex. Brown
Incorporated 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 Memorandum, 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 Memorandum 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 Memorandum 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 Memorandum 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 Memorandum 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 Memorandum that corrects
such statement or omission or effects such compliance.
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(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 Memorandum or any amendment or supplement thereto as
the Initial Purchasers may reasonably request.
(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 Memorandum.
(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 Memorandum.
(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 Memorandum 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
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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 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, Arthur Andersen LLP,
KPMG Peat Marwick LLP and BDO Seidman LLP, dated on or prior to the Closing
Date, 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 Memorandum, 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 Memorandum.
(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 Memorandum, except as described in or as contemplated
by the Offering Memorandum, none of the Issuers shall have incurred any
liabilities or obligations, direct or contingent (other than in the ordinary
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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 Memorandum, there shall not have been any change in the capital
stock or long-term indebtedness of any Issuer that is material 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 Memorandum, 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 Memorandum, except as described in the Offering
Memorandum, 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 Memorandum, except in
each case as described in or as contemplated by the Offering
Memorandum, 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
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instruments relating to the business, corporate, legal and financial affairs of
the Issuers as they shall have heretofore reasonably requested from the Issuers.
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) Each of 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 Memorandum (each such
entity referenced in this clause (ii), an "ELIGIBLE PURCHASER").
(b) Each of 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 Memorandum 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
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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."
Terms used in this Section 8(b) and not defined in this Agreement have the
meanings given to them in Regulation S.
(c) Each of the Initial Purchasers represents and
warrants (as to itself only) 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 agree, jointly and severally, to
indemnify and hold harmless each Initial Purchaser, and each person, if any, who
controls any Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which any of the Initial Purchasers or such controlling person
may become subject under the Act, the Exchange Act or otherwise, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:
(i) any untrue statement or alleged untrue
statement of any material fact contained in the Offering
Memorandum or any amendment or supplement thereto or any
application or other document, or any amendment or supplement
thereto, executed by the Issuers or based upon written
information furnished by or on behalf of the Issuers filed in
any jurisdiction in order to qualify the Securities under the
securities or blue sky laws thereof or filed with any
securities association or securities exchange (each an
"APPLICATION"); or
(ii) the omission or alleged omission to state, in
the Offering Memorandum or any amendment or supplement thereto
or any Application, a material fact required to be stated
therein or necessary to make the statements therein not
misleading,
and will reimburse, as incurred, the Initial Purchasers and each such
controlling person for any legal or other expenses incurred by the Initial
Purchasers or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, the Issuers
will not be liable in any such case to the extent that any such loss, claim,
damage, or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the Offering
Memorandum or any amendment or supplement thereto or any Application in reliance
upon and in conformity with written information concerning the Initial
Purchasers furnished to the Issuers by or on behalf of each Initial Purchasers
through BT Alex. Brown Incorporated specifically for use therein. This indemnity
agreement will be in addition to any liability that the Issuers may otherwise
have to the indemnified parties. The Issuers shall not be liable under this
Section 9 for any settlement of any claim or action effected without its prior
written consent, which shall not be unreasonably withheld.
The Initial Purchasers shall not, without the prior written
consent of the Company, effect any settlement or compromise of any pending or
threatened proceeding in respect of which any Issuer is or could have been a
party, or indemnity could have been sought hereunder by any Issuer, unless such
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settlement (A) includes an unconditional written release of such Issuer, in form
and substance reasonably satisfactory to the Company, from all liability on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of such Issuer.
(b) Each of the Initial Purchasers agrees,
severally and not jointly, to 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 Section 15 of the Act or Section 20 of the Exchange
Act against any losses, claims, damages or liabilities to which the Issuers or
any such director, officer or controlling person may become subject under the
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in any Offering Memorandum or any amendment or supplement thereto or any
Application, or (ii) the omission or the alleged omission to state therein a
material fact required to be stated in any Offering Memorandum or any amendment
or supplement thereto or any Application, 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 reliance upon and in conformity with written information
concerning such Initial Purchasers through BT Alex. Brown Incorporated,
furnished to the Issuers by or on behalf of such Initial Purchasers specifically
for use therein; and subject to the limitation set forth immediately preceding
this clause, will reimburse, as incurred, any legal or other expenses incurred
by the Issuers or any such director, officer or controlling person in connection
with investigating or defending against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action in respect
thereof. This indemnity agreement will be in addition to any liability that the
Initial Purchasers may otherwise have to the indemnified parties. The Initial
Purchasers shall not be liable under this Section 9 for any settlement of any
claim or action effected without its consent, which shall not be unreasonably
withheld.
None of the Issuers shall without the prior written consent of
the Initial Purchasers, effect any settlement or compromise of any pending or
threatened proceeding in respect of which any Initial Purchasers are or could
have been a party, or indemnity could have been sought hereunder by any Initial
Purchasers, unless such settlement (A) includes an unconditional written release
of the Initial Purchasers, in form and substance reasonably satisfactory to the
Initial Purchasers, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Initial Purchasers.
(c) Promptly after receipt by an indemnified party
under paragraphs (a) or (b) of this Section 9 of notice of the commencement of
any action for which such indemnified party is entitled to indemnification under
this Section 9, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 9, notify the
indemnifying party of the commencement thereof in writing; but the omission to
so notify the indemnifying party (i) will not relieve it from any liability
under paragraph (a) or (b) above unless and to the extent such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraphs (a) and (b) above. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, or (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after receipt
by the
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indemnifying party of notice of the institution of such action, then, in each
such case, the indemnifying party shall not have the right to direct the defense
of such action on behalf of such indemnified party or parties and such
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. After notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof and approval by such indemnified party of counsel
appointed to defend such action, the indemnifying party will not be liable to
such indemnified party under this Section 9 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by the Initial Purchasers in the case of paragraph (a) of this
Section 9 or the Company or any Guarantor in the case of paragraph (b) of this
Section 9, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel
for the indemnified party at the expense of the indemnifying party. After such
notice from the indemnifying party to such indemnified party, the indemnifying
party will not be liable for the costs and expenses of any settlement of such
action effected by such indemnified party without the prior written consent of
the indemnifying party (which consent shall not be unreasonably withheld),
unless such indemnified party waived in writing its rights under this Section 9,
in which case the indemnified party may effect such a settlement without such
consent.
(d) In circumstances in which the indemnity
agreement provided for in the preceding paragraphs of this Section 9 is
available by its terms, but is held to be unenforceable, each indemnifying
party, in order to provide for just and equitable contribution, 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 fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof). The relative fault of the parties 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, the parties, relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission, and any other equitable considerations
appropriate in the circumstances. The Issuers and the Initial Purchasers agree
that it would not be just and equitable if the amount of such contribution were
determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), the Initial Purchasers shall not be obligated
to make contributions hereunder that in the aggregate exceed the amount by which
proceeds received by the Initial Purchasers under this Agreement exceeds the
aggregate amount of any damages that the Initial Purchasers have otherwise been
required to pay by reason of the untrue or alleged untrue statements or the
omissions or alleged omissions to state a material fact, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls the Initial Purchasers within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Initial Purchasers, and each director and officer of each
Issuer and each person, if any, who controls any Issuer within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, shall have the same
rights to contribution as the Issuers.
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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) trading in securities generally on the New York
Stock Exchange, American Stock Exchange or the National Market
tier of the NASDAQ Stock Market shall have been suspended or
materially limited;
(ii) trading in the Chancellor Media Corporation's
Common Stock on the National Market tier of the NASDAQ Stock
Market shall have been suspended or materially limited;
(iii) a general moratorium on commercial banking
activities in New York shall have been declared by either
federal, state or other governmental authorities;
(iv) there shall have occurred an outbreak or
escalation of hostilities or other international or domestic
calamity, crisis or change in political, financial or economic
conditions, the effect of which on or markets of the United
States is such as to make it, in the sole judgment of the
Initial Purchasers, impracticable or inadvisable to commence
or continue the offering or the delivery of the Securities as
contemplated by the Offering Memorandum; or
(v) any securities of the Company shall have been
downgraded or placed on any "watch list" for possible
downgrading by any nationally recognized statistical rating
organization; provided however, that the condition set forth
in this subsection 12(a)(v) shall not apply to the November
12, 1998 downgrade to B1 from Ba3 announced by Moody's
Investor Service of the Company's (i) $200 million of 8.75%
Senior Subordinated Notes due 2007, (ii) $200 million of
9-3/8% Senior Subordinated Notes due 2004, (iii) $500 million
of 8.125% Senior Subordinated Notes due 2007 and (iv) $100
million of 10.5% Senior Subordinated Notes due 2007.
(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 last paragraph on the cover page of the Offering
Memorandum concerning delivery of the Notes and the last two paragraphs under
the caption "Private Placement" in the Offering Memorandum (to the extent
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such statements relate to 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 BT Alex. Brown Incorporated, 130 Liberty Street, New York, New
York 10005, 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 and Assistant Secretary
The Guarantors:
On behalf of the Subsidiary Guarantors
listed on Schedule A hereto:
By: /s/ OMAR CHOUCAIR
------------------------------------------
Name: Omar Choucair
Title: Vice President and Assistant Secretary
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Confirmed and Accepted:
THE INITIAL PURCHASERS:
BT ALEX. BROWN INCORPORATED
CHASE SECURITIES INC.
MORGAN STANLEY & Co. INCORPORATED
SALOMON SMITH BARNEY INC.
By: BT ALEX. BROWN INCORPORATED
By: /s/ DAVID T. JACOBS
--------------------------------
Name: David T. Jacobs
Title: Vice President
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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
43. Chancellor Media Whiteco Outdoor Corporation
44. Chancellor Merger Corp.
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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.
64. Revolution Outdoor Advertising, Inc.
65. Hardin Development Corporation
66. Parsons Development Company
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
A-1
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EXHIBIT B
OPINION OF WEIL, GOTSHAL & MANGES LLP