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EXHIBIT 2.4
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Amendment") is made as of July 17, 2000 among
the companies designated as Clear Channel on the signature page hereto
(collectively "Clear Channel") and the companies designated as Exchange Party on
the signature page hereto (collectively, "Exchange Party").
Recital
Clear Channel and Exchange Party are parties to an Asset Exchange Agreement
(as amended, the "Exchange Agreement") and an Asset Purchase Agreement (as
amended, the "Purchase Agreement"), both dated March 5, 2000 and both amended by
an Amendment (the "First Amendment") dated June 5, 2000. Capitalized terms used
herein and not defined shall have the respective meanings set forth in the
Exchange Agreement or the Purchase Agreement, as applicable.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confirmed, the parties agree as
follows:
1. Amendments. The Exchange Agreement and the Purchase Agreement are hereby
further amended to:
(i) delete as Clear Channel Stations under the Exchange Agreement the
radio stations listed on Exhibit A attached hereto (the provisions of which are
incorporated into this Amendment);
(ii) add as a Clear Channel Station under the Exchange Agreement
KBED(FM), Shreveport, Louisiana ("KBED"), and provide that (a) all of the Clear
Channel Station Assets of KBED (excluding FCC authorizations) will be
transferred from Clear Channel to the Exchange Party in connection with the
closing of the transactions contemplated by the Exchange Agreement, (b) Clear
Channel and the Exchange Party agree to file promptly after the date hereof all
necessary applications and make all required filings with the FCC to obtain FCC
consent to the assignment of the FCC authorizations for KBED to the Exchange
Party, (c) the closing of the assignment of the FCC authorizations for KBED from
Clear Channel to the Exchange Party shall occur on a date designated by the
Exchange Party, but in any event within ten (10) business days after the initial
grant by the FCC of consent to assign such FCC authorizations for KBED to the
Exchange Party, and the Exchange Party shall pay to Clear Channel ten dollars
($10.00) in cash as additional consideration for such assignment and (d) prior
to the assignment of the FCC authorizations for KBED to Exchange Party, Clear
Channel shall have the right to use such assets of KBED as are owned by Exchange
Party and are necessary to operate KBED in compliance with FCC rules and
policies;
(iii) add the representation and warranty set forth on Exhibit B
attached hereto; and
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(iv) further adjust the Purchase Price under the Purchase Agreement and
the Cash Amount under the Exchange Agreement as set forth on Exhibit C attached
hereto (the provisions of which are incorporated into this Amendment); provided,
however, that the Deposit and liquidated damage amounts under the Exchange
Agreement and the Purchase Agreement are not changed, and shall be determined
without giving effect to this Amendment.
2. Miscellaneous. Except for the First Amendment and except as expressly set
forth herein, the Exchange Agreement and the Purchase Agreement have not been
further amended or modified and remain in full force and effect. Any termination
of either the Exchange Agreement or the Purchase Agreement shall terminate the
First Amendment, this Amendment and both such agreements. This Amendment may be
executed in separate counterparts, each of which shall be deemed an original and
all of which shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO SECOND AMENDMENT
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
CLEAR CHANNEL: CAPSTAR RADIO OPERATING COMPANY
CAPSTAR TX LIMITED PARTNERSHIP
By:
---------------------------------------
Name:
Title:
EXCHANGE PARTY: CUMULUS BROADCASTING, INC.
CUMULUS LICENSING CORP.
CUMULUS WIRELESS SERVICES, INC.
By:
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Name:
Title:
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Exhibit A
The following radio stations are hereby excluded as Clear Channel
Stations for all purposes under the Exchange Agreement (including without
limitation for purposes of all representations, warranties and covenants with
respect to the Clear Channel Stations):
WNCE-FM, Palmyra, Pennsylvania
WNNK-FM, Harrisburg, Pennsylvania
WTCY(AM), Harrisburg, Pennsylvania
WTPA(FM), Mechanicsburg, Pennsylvania
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Exhibit B
Exchange Party hereby represents and warrants to Clear Channel that Revised
BCF (defined in the First Amendment) is not less than Stated BCF (defined in the
First Amendment), and that Exchange Party has delivered to Clear Channel income
statements and sales projections for the Exchange Party Stations that confirm
such broadcast cash flow (as defined in the First Amendment), that, in the case
of the income statements, are complete and correct, present fairly the results
of operations of the Exchange Party Stations for the periods covered thereby in
accordance with generally accepted accounting principles applied on a basis
consistent with that used to prepare Exchange Party's most recent audited
financial statements filed with the SEC, and in the case of the sales
projections, reflect Exchange Party's reasonable projections of the Exchange
Party Stations' sales performance for the period covered thereby.
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Exhibit C
The Aggregate Amount under the First Amendment is hereby deleted. The Cash
Amount under the Exchange Agreement shall be $91,647,000 and shall be payable by
Clear Channel to Exchange Party at Closing (and not by Exchange Party to Clear
Channel). The Stations under the Purchase Agreement are being exchanged for
Exchange Party Stations under the Exchange Agreement and no Purchase Price is
payable under the Purchase Agreement.
