Exhibit 2.5
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS, CHICAGO BRANCH
No. 21388/96
March 13, 1996
PNC Bank, Ohio, N.A.
as Escrow Agent and beneficiary
under the Escrow Agreement dated
March 13, 1996 among the Escrow
Agent, Jacor Communications, Inc.
and Citicasters Inc.
000 Xxxx Xxxxx Xxxxxx
Corporate Trust Department
Third Floor
Cincinnati, OH 45202
Ladies and Gentlemen:
At the request and on the instructions of our customer, Jacor
Communications, Inc. (the "Company"), Banque Paribas, acting through its Chicago
Branch (the "Bank") hereby establishes (subject to the limitations as
hereinafter set forth) in your favor, as Escrow Agent under the Escrow Agreement
referred to above (the "Escrow Agreement"), our irrevocable letter of credit No.
21388/96 (the "Letter of Credit"), in the amount of U.S. $75,000,000 (the
"Letter of Credit Amount"), effective immediately and expiring at the close of
business at the Chicago office of the Bank on June 3, 1997 (the "Stated
Termination Date") unless earlier terminated as set forth herein.
We hereby irrevocably authorize you to draw on us by presentation, in
accordance with the terms and conditions hereunder set forth, of this original
Letter of Credit together with your single demand for payment in
the form of Annex A hereto (the "demand for payment") on your letterhead with
all blanks appropriately filled in and alternatives designated and signed by
your duly authorized officer, an aggregate amount not to exceed the Letter of
Credit Amount. Your right to draw funds hereunder shall terminate on the
earlier of (i) the Stated Termination Date or (ii) seven business days after
your receipt of written notice from us of the occurrence of an Event of Default
under the Letter of Credit and Reimbursement Agreement, dated as of March 13,
1996, between the Company and us or (iii) our honoring of the single demand for
payment, such earliest date being the "Expiration Date".
Subject to the foregoing and further provisions of this Letter of
Credit, funds under this Letter of Credit are available to you against your
presentation of this original Letter of Credit together with your demand for
payment which shall be made by hand delivery at the Chicago office of the Bank
located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn:
Letter of Credit Department, or at such other place which may be designated by
the Bank by written notice delivered to you.
We hereby engage with you that to the extent of our liability as
provided herein, the single demand for payment made under and in compliance with
the terms of this Letter of Credit will be duly honored by us upon delivery of
this original Letter of Credit together with your demand for payment as
specified at the Bank's office not later than the Expiration Date. If such
demand for payment is made hereunder at or prior to 12:00 noon, Chicago time, on
a business day, and provided that such demand for payment and the documents
presented in connection therewith conform to the terms and conditions hereof,
payment shall be made of the amount specified in immediately available funds, no
later than 1:00 p.m., Chicago time, on the next succeeding business day. If
such demand for payment is received after 12:00 noon Chicago time, such demand
for payment shall be deemed to have been received at the opening of business at
the Chicago office of the Bank on the next succeeding business day. If a demand
for payment made by you hereunder does not, in any instance, conform to the
terms and conditions of this Letter of Credit, we shall give you prompt notice
that the demand for payment was not effect-
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ed in accordance with the terms and conditions of this Letter of Credit, stating
the reasons therefor and that we will upon your instructions hold any documents
at your disposal or return the same to you. Upon being notified that the demand
for payment was not effected in conformity with this Letter of Credit, you may
attempt to correct any such nonconforming demand for payment to the extent that
you are entitled to do so; provided, however, that so long as such nonconforming
demand for payment was presented at the Bank's Chicago office not later than the
Expiration Date, you shall have up to two (2) business days after the Expiration
Date to correct such nonconforming demand for payment.
Payment under this Letter of Credit shall be made by us by wire
transfer of immediately available funds, to PNC Bank, Ohio, N.A., A.B.A. No.
000-000-000, Acct. No. 105-1395, Ref: Jacor Communications, Attn: Xxxx Xxxxxx,
Corporate Trust Department, Telephone: (000) 000-0000, Facsimile: (513) 651-
7901. Such account may be changed only by presentation to the Bank of a letter
specifying a different account with the Escrow Agent and executed by the Escrow
Agent. As used in this Letter of Credit "business day" shall mean any day on
which banks generally located in Chicago, Illinois and in the jurisdiction in
which the principal office of the Escrow Agent is located are not required or
authorized by law to remain closed.
Only the Escrow Agent may make a demand for payment under this Letter
of Credit. Upon payment as provided herein of the amount specified in the
demand for payment, we shall be fully discharged of our obligation under this
Letter of Credit and this Letter of Credit shall be retained by us for
cancellation.
The demand for payment hereunder shall not exceed the Letter of Credit
Amount.
This Letter of Credit shall be governed by and shall be deemed a
contract under and shall be construed in accordance with the laws of the State
of Illinois, including, without limitation, Article 5 of the Uniform Commercial
Code as in effect in the State of Illinois. Unless otherwise specified herein,
communications with respect to this Letter of Credit shall be in writing on your
letterhead and shall be directed to the Bank at 227
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Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Letter of Credit
Department, specifically referring thereon to this Letter of Credit by number.
You may transfer your rights under this Letter of Credit in their
entirety (but not in part) to any transferee who has succeeded to you as Escrow
Agent under the Escrow Agreement and such transferred rights may be successively
transferred. Transfer of your rights under this Letter of Credit to any such
transferee shall be effected upon the presentation to the Bank of this Letter of
Credit accompanied by a transfer letter in the form attached hereto as Annex B.
Upon such transfer, at the option of the Bank, this Letter of Credit shall be
returned and amended to reflect the new transferee.
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This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein
(including, without limitation, the Escrow Agreement), except only the
certificates and letters referred to herein; and no such reference shall be
deemed to incorporate herein by reference any document, instrument or agreement.
Very truly yours,
BANQUE PARIBAS, CHICAGO BRANCH
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Regional General Manager
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ANNEX A TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Letter of Credit Department
Re: Certificate and Demand for Payment
----------------------------------
Ladies Gentlemen:
PNC Bank, Ohio, N.A. (the "Escrow Agent") hereby certifies to Banque
Paribas, Chicago Branch, with reference to the Irrevocable Letter of Credit No.
21388/96 issued by the Bank, dated March 13, 1996 (the "Letter of Credit";
unless otherwise specified, capitalized terms contained herein are used as
defined or otherwise referenced in the Letter of Credit), that:
1. The Escrow Agent is the Escrow Agent or a successor escrow agent
under the Escrow Agreement.
2. The Escrow Agent is making a drawing under the Letter of Credit in
the amount of $75,000,000.
[Select one of the two alternate paragraph 3's]
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3. [The Escrow Agent has received written notice from Citicasters
Inc. that an Escrow-Surrender Event, as defined in the Escrow Agreement has
occurred (a copy of which notice is attached hereto) and the drawing hereunder
is required to be made pursuant to Section 4 of the Escrow Agreement.]
[or alternatively]
[The Letter of Credit will expire or terminate pursuant to its terms
on _________ and the drawing hereunder is required to be made pursuant to
Section 2 of the Escrow Agreement.]
4. The amount hereby demanded does not exceed the Letter of Credit
Amount.
5. Upon honoring of the demand for payment made hereby, the Letter of
Credit shall automatically terminate and no further amounts may be drawn
thereunder.
6. The proceeds of the drawing hereunder shall be applied by the
Escrow Agent in accordance with the Escrow Agreement.
7. In connection with honoring this drawing, the Bank shall retain
the original Letter of Credit presented with this demand for payment for
cancellation.
IN WITNESS WHEREOF, the Escrow Agent has executed and delivered this
Certificate by its duly authorized officer on the ___ day of __________, 19__.
PNC Bank, Ohio, N.A.,
as Escrow Agent
By____________________________
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ANNEX B TO
IRREVOCABLE LETTER OF CREDIT
BANQUE PARIBAS
NO. 21388/96
[LETTERHEAD OF ESCROW AGENT]
[DATE]
Banque Paribas, Chicago Branch
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Letter of Credit Department
Re: Transfer of Irrevocable Letter of Credit Xx. 00000/00 dated March
13, 1996
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
-----------------------------
(Name of Transferee)
-----------------------------
(Address)
as successor Escrow Agent under the Escrow Agreement (as defined in the above-
referenced Letter of Credit) all rights of the undersigned beneficiary to draw
under the above-referenced Letter of Credit in its entirety.
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By this transfer, all rights of the undersigned beneficiary in such
Letter of Credit are transferred to the transferee and the transferee shall have
the sole rights as beneficiary thereof, including sole rights relating to any
amendments, whether increases or extensions, or other amendments and whether now
existing or hereafter made. All amendments are to be advised directly to the
transferee without necessity of any consent of or notice to the undersigned
beneficiary.
The original Letter of Credit (and any amendments thereto) is returned
herewith, and we ask you to endorse the transfer on the reference thereof, and
forward it directly to the transferee with your customary notice of transfer.
Very truly yours,
_________________________,
as Escrow Agent
By______________________________
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