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EXHIBIT 2.4
AMENDMENT NO. 3
TO
STOCK PURCHASE AGREEMENT
AMENDMENT No. 3 dated as of January 19, 1998 (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 dated as of June 12, 1997, as
amended by Amendment No. 1 dated as of July 2, 1997 and Amendment No. 2 dated
as of August 25, 1997 (as amended, the "Purchase Agreement"), 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.
W I T N E S S E T H
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:
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ARTICLE I.
AMENDMENT TO PURCHASE AGREEMENT
1.01 The parties hereto acknowledge and agree that
Paragraph 3 of Schedule 3.1(k) of the Purchase Agreement is hereby amended by
adding the following subparagraph (c) at the end thereof:
"c. WQFN(FM)
(1) Tower Rental Agreement dated April 6, 1993
between Xxxx Xxxxxxxx d/b/a General
Communications Co. and Xxxxxxx X. Xxxxxx, Xx.
(tower located at 0000 Xxxxx Xxxx Xxxx, X.X.,
Xxxxxx, Xxxxxxxx), as amended on May 30,
1997"
1.02 The parties hereto acknowledge and agree that
Paragraph B(1) of Schedule 3.1(p) of the Purchase Agreement is hereby amended
by adding the following subparagraphs (eee) and (fff) at the end thereof:
"eee. Promissory Note dated October 28, 1997 issued by
Xxxxxxxxx Grand Rapids Broadcasting Corp. in favor of
the Company in the principal amount of $267,200.
fff. Promissory Note dated October 28, 1997 issued by
Xxxxxxxxx Grand Rapids Licensee Corp. in favor of the
Company in the principal amount of $1,252,800."
1.03 The parties hereto acknowledge and agree that
Paragraph B(1)(o) of Schedule 3.1(p) of the Purchase Agreement is hereby
amended by deleting such Paragraph B(1)(o) in its entirety and replacing it
with the following Paragraph B(1)(o):
"o. Amended and Restated Management Agreement dated as of
October 28, 1997 between Xxxxxxxxx Grand Rapids
Broadcasting Corp. and Xxxxxxxxx Grand Rapids
Licensee Corp."
1.04 The parties hereto acknowledge and agree that
Paragraph B(7)(c) of Schedule 3.1(p) of the Purchase Agreement is hereby
amended by adding the following subparagraphs (3), (4) and (5) at the end
thereof:
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"(3) Local Station Blanket Radio License Agreement
effective January 1, 1996 between ASCAP and
Xxxxxxxxx Grand Rapids Licensee Corp.
(WQFN(FM)).
(4) 1997 BMI Radio Station Interim License
Agreement dated as of October 31, 1997
between BMI and Xxxxxxxxx Grand Rapids
Licensee Corp. (WQFN(FM)).
(5) Radio Broadcasting Performance License
Agreement effective as of November 4, 1997
between SESAC, Inc. and Xxxxxxxxx Grand
Rapids Licensee Corp. (WQFN(FM))."
1.05 The parties hereto acknowledge and agree that the
Purchase Agreement is hereby amended by deleting subsection 9.2(d) of the
Purchase Agreement in its entirety and substitutes the following subsection
9.2(d) thereof:
"At the Closing, Buyer shall receive either (i) from each
Selling Stockholder a non-foreign affidavit within the meaning of
section 1445(b) of the Code or (ii) from the Company a certification
under section 1445(b) of the Code providing that the Company is not a
United States real property holding corporation and that the common
stock of the Company is not a United States real property interest as
those terms are defined in Section 897 of the Code."
1.06 Capstar hereby waives the requirement pursuant to
Section 8.2(b) of the Purchase Agreement that the Company obtain the consent of
the contracting party prior to Closing to the following agreements:
1. Contemporary Radio Network Affiliation Agreement
dated January 31, 1992 between Keymarket
Communications of Pennsylvania, Inc. and ABC Radio
Network, Inc., as assigned to June Broadcasting, Inc.
(WNNK-FM, Harrisburg, Pennsylvania)
2. ABC Contemporary Radio Network Affiliation Agreement
dated January 31, 1992 between ABC Radio Network,
Inc. and Xxxxxxxxx Broadcasting, Inc. (KRZR-FM and
KBOS-FM, Fresno, California)
1.07 Capstar hereby agrees to pay to the Company prior to
or at Closing $1,502.51, representing the amount paid by the Company to Kokea
Ventures in connection
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with the consent to the Lease dated February 12, 1985 between Kokea Venture and
Xxxxxxxxx Honolulu Broadcasting Corp., as assignee.
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.
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: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
THE COMPANY:
XXXXXXXXX BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
THE STOCKHOLDERS' REPRESENTATIVE:
THE XXXXX-XXXXXXX-XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President