1
EXHIBIT 10.29.2
AMENDMENT NO. 1
TO
AGREEMENT DATED FEBRUARY 20, 1998
This Amendment No. 1 (the "Amendment") to the Agreement, dated
February 20, 1998 (the "Agreement"), between Chancellor Media Corporation of
Los Angeles ("Chancellor") and Capstar Broadcasting Corporation ("Capstar"), is
entered into this 19th day of May, 1998. Capitalized terms used herein without
definition shall have the meanings given such terms in the Agreement.
1. Section 2 of the Agreement, Purchase and Sale of
KKPN(FM), is modified and amended by adding the following sentence to the end
of Section 2(c):
Any amount of the sale price for KKPN-FM in excess of
the KKPN Capstar Price (after deducting any brokerage
commission payable with respect to the sale of
KKPN-FM) shall be divided equally between Chancellor
and Capstar, with Chancellor's portion representing a
commission payable by Capstar to Chancellor.
2. Section 3 of the Agreement, Long Island, is modified
and amended by modifying the first sentence of Section 3 to read as follows:
Chancellor and Capstar agree that the Asset Exchange
Agreement between SFX and Chancellor dated July 1,
1996 (the "Chancellor-SFX AEA"), providing for the
exchange of SFX's Long Island radio stations
(WBLI-FM, WBAB-FM, WGBB(AM) and WHFM-FM) (the "SFX
Long Island Stations"), and the related Time
Brokerage Agreement between SFX and Chancellor, dated
July 1, 1996, as amended (the "Chancellor-SFX TBA"),
providing for the sale to Chancellor of substantially
all of the programming time available on the SFX Long
Island Stations, shall each be terminated at the
closing of the Capstar-SFX Merger.
3. Section 10 of the Agreement, Note, is modified and
amended in its entirety to read as follows:
In connection with the Transaction, Chancellor will,
upon the occurrence of the conditions set forth in
the term sheet attached hereto and by this reference
made a part hereof (the "Loan Term Sheet"), provide a
loan to Capstar of up to $250 million immediately
prior to the closing of the Capstar-SFX Merger (which
loan may be reduced to $200 million if certain
conditions specified in the Loan Term Sheet are
satisfied). The obligations of Capstar under such
loan will be evidenced by a note (the "Note"), which
will have the essential terms set forth in the Loan
Term Sheet.
2
4. Section 1 of the Loan Term Sheet, Security, is
modified and amended in its entirety to read as follows:
12% Senior Secured Term Note (the "Note").
5. Section 4 of the Loan Term Sheet attached to the
Agreement, Interest, is modified and amended by adding the following new
paragraph immediately after the second paragraph in such Section and
immediately prior to the third paragraph in such Section:
If Capstar shall not have completed acquisitions
during the Exchange Period (excluding the
Jacksonville Exchange and the acquisition of the
Austin Stations) (x) with an aggregate purchase price
of $100 million by the first anniversary of the issue
date of the Note, (y) with an aggregate purchase
price of $200 million by the end of the second
anniversary of the issue date of the Note, and (z)
with an aggregate purchase price of $300 million by
the end of the third anniversary of the issue date of
the Note, in each case, that are subject to the
procedures described in Section 1 of this Letter
Agreement (each, an "Annual Acquisition Shortfall"),
the interest rate on the Note for the 365 day period
in which such Annual Acquisition Shortfall occurs
shall increase to the Increased Rate, of which 6/7
shall be payable in cash and 1/7 shall, at Capstar's
option, either be payable in cash or added to the
principal amount of the Note. To the extent that any
amount not paid in cash is so added to the principal
amount, such amount shall bear interest at the rate
otherwise applicable to the principal amount. The
Increased Rate shall apply from the beginning of the
365 day period in which such Annual Acquisition
Shortfall occurs through the end of such period.
6. Section 5 of the Loan Term Sheet attached to the
Agreement, Amount at Initial Issuance, is modified and amended in its entirety
to read as follows:
Aggregate commitment at initial issuance of $250
million; provided, that if (i) the actual initial
public offering price per share of Capstar's common
stock sold in Capstar's initial public offering (the
"Capstar IPO") is greater than or within the offering
price range specified in the final "red xxxxxxx"
prospectus for the Capstar IPO and (ii) Capstar's
sales (with any contribution to a back-up trust not
being deemed to be a sale hereunder) of KKPN-FM and
the SFX Long Island Stations are consummated at or
prior to the consummation of the Capstar-SFX Merger
(together, the "Loan Decrease Conditions"), then the
aggregate commitment at initial issuance shall be up
to a maximum amount of $200 million (such commitment
to be determined at Capstar's discretion, provided,
that Capstar provide Chancellor two (2) business days
prior written notice of such commitment prior to the
consummation of the Capstar-SFX Merger). If the Loan
Decrease Conditions are satisfied, Capstar agrees
that it will use any and
2
3
all net proceeds ("Green Shoe Proceeds") resulting
from the exercise of the overallotment option that is
granted by Capstar to the underwriters for the
Capstar IPO to prepay amounts outstanding under the
Note; provided, that Capstar shall only be required
to prepay amounts outstanding under the Note with
Green Shoe Proceeds so that, immediately following
such prepayment, $150 million principal amount of the
Note remains outstanding (it being understood that if
such Green Shoe Proceeds are not adequate to prepay
the Note so that $150 million principal amount of the
Note remains outstanding, Capstar shall use all Green
Shoe Proceeds to prepay the Note). Such prepayment
shall be made within thirty (30) days of the date
that the Capstar-SFX Merger is consummated.
7. Section 7 of the Loan Term Sheet attached to the
Agreement, Ranking, is modified and amended in its entirety to read as follows:
Pari passu with the guarantee to be issued by Capstar
of the obligations under the senior credit agreement
of Capstar Radio Broadcasting Partners, Inc. (the
"Capstar Senior Credit Agreement"), provided, that in
lieu of subordination of the Note to the guarantee by
Capstar of the obligations under the Capstar Senior
Credit Agreement, Chancellor shall agree to provide
reasonable prior written notice to Capstar and to the
administrative agent under the Capstar Senior Credit
Agreement if a default under the Note exists as a
result of which Chancellor intends to accelerate the
obligations under the Note.
8. Section 9 of the Loan Term Sheet attached to the
Agreement, Capstar Prepayment Obligations, is modified and amended in order to
add a new paragraph at the end of such section, to read as follows:
In the event that the Loan Decrease Conditions are
not satisfied, Capstar agrees that it will not, and
Capstar shall cause its subsidiaries not to, enter
into or consummate any transactions (other than
transactions pending as of May 4, 1998 and
transactions pursuant to Exchange Station Agreements)
until such time as Capstar has prepaid amounts
outstanding under the Note so that, following such
prepayments, $150 million principal amount of the
Note remains outstanding (such amount not to include
any prepayments that may be required to be made by
Capstar as a result of any other provision of the
Loan Term Sheet).
9. Section 10 of the Loan Term Sheet attached to the
Agreement, Security for Capstar's Prepayment Obligations; Guarantee, is
modified and amended in its entirety to read as follows:
Senior perfected pledge by Capstar of common stock of
Capstar Broadcasting Partners, Inc. (100%).
Chancellor acknowledges that
3
4
Capstar will provide a subordinated pledge of common
stock of Capstar Broadcasting Partners, Inc. to the
lenders under the Capstar Senior Credit Agreement in
support of the obligations of Capstar Radio
Broadcasting Partners, Inc. thereunder.
10. The first paragraph of Section 11 of the Loan Term
Sheet attached to the Agreement, Covenants, is modified and amended to read as
follows:
Debt Incurrence. Capstar and its subsidiaries will
not be permitted, directly or indirectly, to incur
create, assume, guarantee, acquire or become liable
for indebtedness except in compliance with a 9.0:1
consolidated indebtedness to trailing four-quarter
EBITDA ratio. The aggregate liquidation preference
of all preferred stock of Capstar and its
consolidated subsidiaries shall be counted as
indebtedness. The debt incurrence calculations will
be made in a manner consistent with leverage ratio
calculations (including pro forma adjustments) under
the Capstar Senior Credit Agreement, provided, that
for purposes of calculating leverage ratios
hereunder, Capstar shall be entitled during 1998 to
include in its EBITDA calculations at least $10
million in net revenues from The AMFM Network
(whether or not such amounts are actually received),
or such higher amount if the net revenues actually
received by Capstar from The AMFM Network exceed such
amounts. Borrowings under working capital lines of
credit of Capstar and its subsidiaries shall not
count as debt, except to the extent that the
aggregate borrowings under such lines of credit
exceed $50 million.
11. As contemplated by the Letter Agreement, Capstar and
Chancellor will complete a series of asset exchanges and/or purchases in which
Capstar will exchange certain SFX broadcast properties to be acquired or paid
for by Chancellor. As purchaser of substantially all of the assets used by SFX
in its ownership and operation of radio stations in the Houston and Pittsburgh
markets (other than KKPN-FM in Houston and WTAE-AM in Pittsburgh), Chancellor
agrees to be bound by the provisions of the Final Judgment in United States of
America x. Xxxxx, Muse, Xxxx & Xxxxx Incorporated, Capstar Broadcasting, Inc.
and SFX Broadcasting, Inc. (the "Final Judgment") as required by paragraph
III(B) of that Final Judgment. Chancellor also agrees to provide sufficient
prior notice to HMTF concerning any transactions that it may enter into
regarding radio stations in the Greenville Area, the Houston Area, the Xxxxxxx
Area, the Pittsburgh Area or the Nassau-Suffolk Area (as such terms are defined
in the Final Judgment) that are not presently owned, operated or controlled by
Chancellor, Capstar, SFX or HMTF, as will allow HMTF to satisfy its notice
obligations to the United States Department of Justice under paragraph X(E) of
the Final Judgment.
12. The amendments set forth in Sections 1, 2, 5 and 11
above shall become effective immediately upon execution by both parties hereto.
The amendments set forth in Sections 3, 4, 6, 7, 8, 9 and 10 above shall be
conditioned on the consummation of the Capstar IPO simultaneously with or prior
to the Capstar-SFX Merger. If the Capstar IPO is not
4
5
consummated simultaneously with or prior to the consummation of the Capstar-SFX
Merger, then the amendments set forth in Sections 3, 4, 6, 7, 8, 9 and 10 above
shall be void and have no force and effect.
13. Except for the amendments set forth above, the text
of the Agreement shall remain unchanged.
14. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.
5
6
In witness whereof, the parties have duly executed and
delivered this Amendment as of the date first written above.
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
--------------------------------------
By: Xxxxxxx X. Xxxxxx
Its: Chief Financial Officer
CAPSTAR BROADCASTING CORPORATION
--------------------------------------
By: Xxxxxxx Xxxxxxxx
Its: Vice President
6
