1 JACOR COMMUNICATIONS, INC. PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Pledge Agreement") is executed as of February ___, 1996 by and between Jacor Communications, Inc. (the "Company") and Banque Paribas, as agent (the "Agent") for itself, the...Pledge Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
673,628 SharesStock Purchase Agreement • May 19th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Illinois
2 3 Section 4. AMENDMENT; ASSIGNMENT. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. No party may assign any of its rights or...Shareholder Agreement • February 27th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
JACOR COMMUNICATIONS, INC. (a Delaware corporation) $383,573,000 Principal Amount At Maturity Liquid Yield Option-TM- Notes Due 2018 (Zero Coupon - Senior) PURCHASE AGREEMENT February 3, 1998Purchase Agreement • February 4th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Kansas
2 3 est therein, as provided in clause (i) of the lead in paragraph of Section 6.15 of the Credit Agreement, (iii) collateral pledged to the Agent pursuant to the Company Pledge Agreement and (iv) the funds and segregated account at Society National...Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
1 ESCROW AGREEMENT ----------------Escrow Agreement • February 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
ARTICLE 1 DEFINITIONSRegistration Rights Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
Page 1 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is made and entered into as of April 7, 1997 by and among (i) Jacor Communications, Inc., a Delaware corporation ("JACOR"), and its wholly-owned subsidiary, Jacor...Shareholders' Agreement • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Delaware
STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of February 12, 1996, is among JACOR COMMUNICATIONS, INC., an Ohio corporation ("Parent"), JCAC, INC., a Florida corporation and a wholly owned subsidiary of Parent ("Acquisition"), GREAT...Stockholders Agreement • February 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Florida
Page 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations
ARTICLE 1 DEFINITIONSInvestment Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
VOTING AGREEMENTVoting Agreement • October 9th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Delaware
AGREEMENT OF SALEAgreement of Sale • January 5th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Ohio
BY AND AMONGMerger Agreement • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Delaware
REGISTRATION RIGHTS AGREEMENT Dated as of June 17, 1997 by and among JACOR COMMUNICATIONS COMPANY as Issuer, JACOR COMMUNICATIONS, INC., as Parent Guarantor, the Subsidiary Guarantors named on the signature pages hereof, and DONALDSON, LUFKIN &...Registration Rights Agreement • June 26th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
1 TERM NOTETerm Note • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
150,000,000 83/4% Senior Subordinated Notes due 2007 TABLE OF CONTENTSIndenture • June 26th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
150,000,000 8 3/4% SENIOR SUBORDINATED NOTES DUE 2007First Supplemental Indenture • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
ANDWarrant Agreement • February 27th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
WHEREAS, as a condition to the Agent, the Banks, the Co-Agents, any L/C Providers and any Interest Rate Providers entering into the Credit Agreement, the Citicasters L/C Documents and Rate Hedging Agreements, respectively, the Company is required to...Trademark Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
2 3 Sections 502(b) and 506(b) of the Federal Bankruptcy Code, 11 U.S.C. Sections 502(b) and Sections 506(b)) now existing or hereafter incurred under or arising out of or in connection with the Citicasters L/C Documents including, without limitation...Subsidiary Guaranty • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
1 TRUST AGREEMENT BY AND BETWEENTrust Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • California
WITNESSETH:Employment Continuation Agreement • February 27th, 1996 • Jacor Communications Inc • Radio broadcasting stations
2 3 General Intangibles, Instruments, Inventory, Stock Rights and Proceeds, products, additions and accessions thereto or thereof; provided, however, that Collateral shall not include (i) licenses and permits issued by the FCC to the extent it is...Subsidiary Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
February 3, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CHASE SECURITIES INC. c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: Subject to the terms and conditions...Underwriting Agreement • February 4th, 1998 • Jacor Communications Inc • Radio broadcasting stations • New York
EXHIBIT 2.6 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENTLetter of Credit and Reimbursement Agreement • March 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
ASSET EXCHANGE AGREEMENT BETWEEN CITICASTERS CO. AND PACIFIC AND SOUTHERN COMPANY, INC.Asset Exchange Agreement • October 11th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
DEED OF TRUST AND SECURITY AGREEMENT THIS DEED OF TRUST AND SECURITY AGREEMENT (as amended from time to time, this "Deed of Trust") dated as of February __, 1996, between JACOR BROADCASTING OF COLORADO, INC. (the "Grantor"), a Colorado corporation,...Deed of Trust and Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Colorado
CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of December 20 , 1996, by and between Jacor Communications, Inc. a Delaware corporation (the "Corporation") and John T. Lynch ("Consultant").Consulting Agreement • May 5th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Ohio
EXHIBIT 2.1Merger Agreement • October 23rd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Delaware
Common StockUnderwriting Agreement • May 19th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
AMONGCredit Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
ARTICLE I REAFFIRMATIONReaffirmation Agreement • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
1 SUBSIDIARY GUARANTY GUARANTY, dated as of February 20, 1996 (as amended, modified or supplemented from time to time, the "Guaranty"), made by each of the undersigned (each a "Guarantor" and collectively, the "Guarantors"). Except as otherwise...Subsidiary Guaranty • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • New York
EXECUTION VERSION EFFECTIVENESS AGREEMENT dated as of September 16, 1997 (this "Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a Florida corporation (the "Company"), the lenders listed on Schedule 1 hereto as Departing Lenders (the...Effectiveness Agreement • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
