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EXHIBIT 10.30.2
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
AMENDMENT dated as of July 2, 1997 (this "Amendment") by and among
Xxxxxxxxx Broadcasting, Inc., a Delaware corporation (the "Company"), Capstar
Acquisition Company, Inc., a Delaware corporation ("Buyer"), and The
Xxxxx-Xxxxxxx- Xxxxx Corporation, a Delaware corporation, as representative of
the stockholders of the Company (the "Stockholders' Representative"), to the
Stock Purchase Agreement (the "Purchase Agreement") dated as of June 12, 1997,
by and among Buyer, Capstar Broadcasting Partners, Inc., a Delaware
corporation, the Company, the Stockholders' Representative and each of the
persons identified on Schedule I thereto (the "Selling Stockholders").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.
WITNESSETH
WHEREAS, the parties hereto have entered into the Purchase Agreement
pursuant to which, among other things, the Selling Stockholders have agreed to
sell, and the Buyer has agreed to purchase, the Shares and the Series A
Preferred Shares; and
WHEREAS, the parties hereto desire to amend certain of the provisions
of the Purchase Agreement as more particularly described below.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
ARTICLE I.
AMENDMENT TO PURCHASE AGREEMENT
1.01 The parties hereto acknowledge and agree that Paragraph 5 of
Schedule 3.1(k) of the Purchase Agreement is hereby amended by adding the
following subparagraph (c) at the end thereof:
"c. WMEZ-FM
(1) Lease dated June 17, 1997 between Easy Media,
Inc., as lessor, and June Broadcasting, Inc.,
as lessee (studio premises located at 0000 X.
Xxxx Xxxx., Xxxxxxxxx, Xxxxxxx)
(2) Tower Lease Agreement effective August 1,
1991 between Channel 44, Ltd., as lessor, and
WMEZ-FM, Inc., d/b/a WMEZ, as lessee, as
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assigned by lessor to Mercury Broadcasting
Company, Inc., as assigned to Clear Channel
Communications, Inc., as assigned to Clear
Channel Television, Inc., and Estoppel and
Consent to Sale dated April 18, 1997 of Clear
Channel Television, Inc. with respect to
assignment by lessee to June Broadcasting,
Inc."
1.02 The parties hereto acknowledge and agree that Paragraph
B(1)(yy) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by
adding the following subparagraph (38) at the end thereof:
"(38) Representation Agreement dated May 1, 1995 between
Xxxxxxx Radio Sales, Inc. And WMEZ-FM, Inc., as
assigned to June Broadcasting, Inc. (WMEZ-FM)."
1.03 The parties hereto acknowledge and agree that Paragraph
B(5)(b) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by
adding the following subparagraph (3) at the end thereof:
"(3) WMEZ-FM
(a) Radio antenna Agreement dated July 21, 1992,
as amended, by and among Pensacola Christian
College, Inc., WMEZ-FM, Inc. And WXBM-FM,
Inc., as assigned to June Broadcasting, Inc.
(b) See item B(5)(b)(1)(a) above.
(c) Radio Broadcasting Performance License
Agreement effective as of July 1, 1997
between SESAC, Inc. and Xxxxxxxxx Pensacola
Licensee Corp. (WMEZ-FM)
(d) Local Station Blanket Radio License Agreement
effective as of June 17, 1997 between ASCAP
and Xxxxxxxxx Pensacola Licensee Corp.
(WMEZ-FM)
(e) Single Station Radio Blanket License
Agreement effective as of June 17, 1997
between BMI and Xxxxxxxxx Pensacola Licensee
Corp. (WMEZ-FM)"
1.04 The parties hereto acknowledge and agree that the definition
of "Financial Statements" contained in Section 1.1 of the Purchase Agreement is
hereby amended by deleting the reference to "Section 3.1(f)(ii)" contained in
such definition and replacing such reference with "Section 3.1(f)(i)".
1.05 The parties hereby acknowledge and agree that the definition
of "Former Selling Stockholder" contained in Section 1.1 of the Purchase
Agreement is hereby amended by deleting the
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reference to "Section 12.16" contained in such definition and replacing such
reference with "Section 12.17".
1.06 The parties hereto acknowledge and agree that the definition
of "Licenses" contained in Section 1.1 of the Purchase Agreement is hereby
amended by deleting the reference to "Schedule 3.1(1)" contained in such
definition and replacing such reference with "Schedule 3.1(g)".
1.07 The parties hereto acknowledge and agree that the definition
of "Owned Real Property" contained in Section 1.1 of the Purchase Agreement is
hereby amended by deleting the reference to "Schedule 3.1(k)" contained in such
definition and replacing such reference with "Schedule 3.1(j)".
1.08 The parties hereto acknowledge and agree that Section
2.2(a)(i)(D) of the Purchase Agreement is hereby amended by deleting the
reference to Section 9.1(c)" contained in such Section 2.2(a)(i)(D) and
replacing such reference with "Section 9.1(d)".
1.09 The parties hereto acknowledge and agree that Section 3.1(n)
of the Purchase Agreement is hereby amended by deleting the first sentence of
such Section 3.1(n) in its entirety and replacing it with the following"
"(n) Environmental Matters. Except as expressly
disclosed in the Existing ESAs with enough specificity that a
reasonable person reading such description would understand
that the matter described was contrary to the following
representations and warranties or disclosed in Schedule 3.08
of the Savannah Agreement and Schedule III(J)(iv) of the
Tri-City Agreement:"
1.10 The parties hereto acknowledge and agree that Section 3.3(c)
of the Purchase Agreement is hereby amended by deleting the phrase "or
otherwise described on Schedule 3.3(c)" contained in such Section 3.3(c).
1.11 The parties hereto acknowledge and agree that Section
10.1(b)(i)(x) of the Purchase Agreement is hereby amended by deleting the
reference to "Section 9.2(a)(i)" contained in such Section 10.1(b)(i)(x) and
replacing such reference with "Section 9.2(a)".
1.12 The parties hereto acknowledge and agree that Section 12.9(a)
of the Purchase Agreement is hereby amended by deleting such Section 12.9(a) in
its entirety and replacing it with the following Section 12.9(a):
"(a) If to Buyer, to:
Capstar Acquisition Company, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
Facsimile: (000) 000-0000
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With copies to:
Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Capstar Broadcasting Partners, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
Facsimile: (000) 000-0000
Xxxxxxxxx & Associates, P.A.
Suite 1450
Suntrust International Center
Xxx Xxxxxxxxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000"
1.13 The parties hereto acknowledge and agree that Section 12.17(a)
of the Purchase Agreement is hereby amended by deleting the reference to
"Section 9.1(a)" contained in such Section 12.17(a) and replacing such
reference with "Section 9.2(a)".
ARTICLE II.
MISCELLANEOUS
2.01 Invalidity, Etc. If any provision of this Amendment, or the
application of any such provision to any person or circumstance, shall be held
invalid by a court of competent jurisdiction, the remainder of this Amendment,
or the application of such provision to persons or circumstances other than
those as to which it is held invalid, shall not be affected thereby.
2.02 Governing Law. This Amendment shall be interpreted,
construed, and enforced under and according to the laws of the State of New
York.
2.03 Recitals. The recitals set forth in the "Whereas" clauses in
this Amendment are true and correct and are hereby incorporated herein by
reference and made a part of the Purchase Agreement as amended hereby.
2.04 Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
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2.05 Ratification. The parties hereto hereby ratify and approve
the Purchase Agreement, as amended hereby, and the parties hereto acknowledge
that all of the terms and provisions of the Purchase Agreement as amended
hereby, are and remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
BUYER:
CAPSTAR ACQUISITION COMPANY, INC.
By:
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
THE COMPANY:
XXXXXXXXX BROADCASTING, INC.
By:
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Name:
Title:
THE STOCKHOLDERS' REPRESENTATIVE:
THE XXXXX-XXXXXXX-XXXXX CORPORATION
By:
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Name:
Title:
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