-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QiTHO9HCNC5zW4YOPA810h/KEkp0CT+cDjP4hCuvr8N4QvT/kpu4dA7BMqJFYBP2 yFpmB4gvLMV9RjjLSlPvYQ== 0000950134-98-001177.txt : 19980218 0000950134-98-001177.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950134-98-001177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980129 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980213 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTAR BROADCASTING PARTNERS INC CENTRAL INDEX KEY: 0001026516 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752672663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-25263 FILM NUMBER: 98538387 BUSINESS ADDRESS: STREET 1: 600 CONGRESS AVE STREET 2: SUITE 1400 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124046380 MAIL ADDRESS: STREET 1: 600 CONGRESS AVE STREET 2: SUITE 1400 CITY: AUSTIN STATE: TX ZIP: 78701 8-K 1 FORM 8-K 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 29, 1998 --------------------------- CAPSTAR BROADCASTING PARTNERS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 333-25683 75-2672663 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 600 CONGRESS AVENUE SUITE 1400 78701 AUSTIN, TEXAS (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (512) 340-7800 NOT APPLICABLE (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 29, 1998, Capstar Radio Broadcasting Partners, Inc. ("Capstar Radio"), a wholly-owned subsidiary of Capstar Broadcasting Partners, Inc. ("Capstar Partners"), acquired all of the outstanding preferred stock, common stock and common stock equivalents of Patterson Broadcasting, Inc. ("Patterson"). Capstar Radio acquired the Patterson stock (the "Acquisition") pursuant to a Stock Purchase Agreement dated June 12, 1997, as amended, by and among Capstar Acquisition Company, Inc. ("Capstar Acquisition"), Capstar Partners, Patterson and each of the stockholders of Patterson (the "Purchase Agreement"), as assigned to Capstar Radio by Capstar Acquisition. As a result of the Acquisition, Patterson became a wholly-owned direct subsidiary of Capstar Radio. The purchase price for the Acquisition, including related fees and expenses (the "Purchase Price"), was approximately $217 million in cash, which included the repayment of approximately $80 million of outstanding indebtedness of Patterson. The Purchase Price was determined through arm's-length negotiations among the parties. The Purchase Price was funded through (i) an equity investment by an affiliate of Hicks, Muse, Tate & Furst, (ii) borrowings under Capstar Radio's existing credit facility (the "Credit Facility Loan") and (iii) the proceeds of a temporary line of credit (the "Patterson Loan"). The Credit Facility Loan and the Patterson Loan were subsequently repaid through an additional equity investment by an affiliate of Hicks, Muse, Tate & Furst. Through its subsidiaries, Patterson owns and operates or provides services to 37 radio stations (24 FM and 13 AM) in the Savannah Georgia, Harrisburg, Pennsylvania, Fresno, California, Honolulu, Hawaii, Battle Creek and Grand Rapids, Michigan, Reno, Nevada, Springfield, Illinois and Pensacola, Florida markets. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to provide the required financial statements for Patterson at the time of this Report because such information is not currently available. The required financial statements will be filed as an amendment to this Report as soon as practicable, but not later than 60 days after the date this Report is required to be filed. (b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the required pro forma financial information for Patterson at the time of this Report because such information is not currently available. The required pro forma financial information will be filed as an amendment to this Report as soon as practicable, but not later than 60 days after the date this Report is required to be filed. 3 (c) EXHIBITS. 2.1 -- Stock Purchase Agreement, dated June 12, 1997, by and among Capstar Acquisition, Capstar Partners, Patterson and the selling stockholders of Patterson named therein (incorporated by reference to the Registrant's Amendment No. 1 to Registration Statement on Form S-4, dated July 8, 1997, File No. 333-25638). 2.2 -- Amendment No. 1 to Stock Purchase Agreement, dated July 2, 1997, among Capstar Acquisition, The Dyson-Kissner-Moran Corporation, as representative of the Patterson stockholders ("DKM"), and Patterson (incorporated by reference to the Registrant's Amendment No. 2 to Registration Statement on Form S-4, dated August 5, 1997, File No. 333-25638). 2.3 -- Amendment No. 2 to Stock Purchase Agreement, dated August 25, 1997 among Capstar Acquisition, DKM and Patterson.* 2.4 -- Amendment No. 3 to Stock Purchase Agreement, dated January 19, 1998, among Capstar Acquisition, DKM and Patterson.* 2.5 -- Amendment No. 4 to Stock Purchase Agreement, dated January 29, 1998 among Capstar Acquisition, DKM, Patterson and Capstar Broadcasting Corporation.* ------------------ * Filed herewith. 2 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAPSTAR BROADCASTING PARTNERS, INC. (Registrant) By:/s/ William S. Banowsky, Jr. ---------------------------- Name: William S. Banowsky, Jr. Title: Executive Vice President and General Counsel Date: February 13, 1998 5 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE PAGE - ------- ------------- ---- 2.1 -- Stock Purchase Agreement, dated June 12, 1997, by and among Capstar Acquisition, Capstar Partners, Patterson and the selling stockholders of Patterson named therein (incorporated by reference to the Registrant's Amendment No. 1 to Registration Statement on Form S-4, dated July 8, 1997, File No. 333-25638). 2.2 -- Amendment No. 1 to Stock Purchase Agreement, dated July 2, 1997, among Capstar Acquisition, The Dyson-Kissner-Moran Corporation, as representative of the Patterson stockholders ("DKM"), and Patterson (incorporated by reference to the Registrant's Amendment No. 2 to Registration Statement on Form S-4, dated August 5, 1997, File No. 333-25638). 2.3 -- Amendment No. 2 to Stock Purchase Agreement, dated August 25, 1997 among Capstar Acquisition, DKM and Patterson.* 2.4 -- Amendment No. 3 to Stock Purchase Agreement, dated January 19, 1998, among Capstar Acquisition, DKM and Patterson.* 2.5 -- Amendment No. 4 to Stock Purchase Agreement, dated January 29, 1998 among Capstar Acquisition, DKM, Patterson and Capstar Broadcasting Corporation.*
EX-2.3 2 AMENDMENT NO 2 TO STOCK PURCHASE AGREEMENT-8/25/97 1 EXHIBIT 2.3 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT AMENDMENT No. 2 dated as of August 25, 1997 (this "Amendment"), by and among Patterson Broadcasting, Inc., a Delaware corporation (the "Company"), Capstar Acquisition Company, Inc., a Delaware corporation ("Buyer"), and The Dyson-Kissner-Moran 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 (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: ARTICLE I. AMENDMENT TO PURCHASE AGREEMENT 1.01 The parties hereto acknowledge and agree that Schedule 3.1(j) of the Purchase Agreement is hereby amended by adding the following paragraph (7) at the end thereof: 2 2 "7. Patterson Fresno Broadcasting Corp. (a) The real property located in Dinuba, Tulare County, California as described in attachment 3.1(j)-P hereto. (b) The real property located in Tulare County, California as described in attachment 3.1(j)-Q hereto." 1.02 The parties hereto acknowledge and agree that Paragraph 1 of Schedule 3.1(k) of the Purchase Agreement is hereby amended by adding the following subparagraph (c) at the end thereof: "C. KJOI-FM & KRDU-AM (1) Commercial Lease Agreement dated September 1, 1989, as extended as of November 12, 1996, by and among Clarence Matlack, Phoebe Matlack, Deborah C. Twaddle as trustee for Carri A. Twaddle, Evelyn M. Cardoni and Radio Dinuba Company (tower located at Eshom Point, Tulare County, California)." 1.03 The parties hereto acknowledge and agree that Paragraph A(8) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by adding the following subparagraphs (b), (c) and (d) at the end thereof: "b. Employment Agreement dated November 21, 1995 between Radio Dinuba Company and Vallrie Dusablon (employee may be able to enforce the contract for the remainder of the term if terminated without cause). c. Employment Agreement dated November 21, 1995 between Radio Dinuba Company and Archer Dusablon (employee may be able to enforce the contract for the remainder of the term if terminated without cause). d. Consulting Agreement dated as of July 31, 1997 between Patterson Fresno Broadcasting Corp. and David L. Hofer (severance of remaining compensation under the term if terminated other than as a result of death or disability)." 3 3 1.04 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 (aaa), (bbb), (ccc) and (ddd) at the end thereof: "aaa. Promissory Note dated June 17, 1997 issued by Patterson Pensacola Licensee Corp. in favor of the Company in the principal amount of $3,699,407.20. bbb. Promissory Note dated June 17, 1997 issued by Patterson June Broadcasting Inc. in favor of the Company in the principal amount of $1,900,592.80. ccc. Promissory Note Date July 31, 1997 issued by Patterson Fresno Broadcasting Corp. in favor of the Company in the principal amount of $3,424,800.00. ddd. Promissory Note dated July 31, 1997 issued by Patterson Fresno Licensee Corp. in favor of the Company in the principal amount of $1,375,200.00." 1.05 The parties hereto acknowledge and agree that Paragraph B(1)(s) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by deleting such Paragraph B(1)(s) in its entirety and replacing it with the following Paragraph B(1)(s): "s. Second Amended and Restated Management Agreement dated as of July 31, 1997 between Patterson Fresno Broadcasting Corp. and Patterson Fresno Licensee Corp." 1.06 The parties hereto acknowledge and agree that Paragraph B(1)(u) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by deleting such Paragraph B(1)(u) in its entirety and replacing it with the following Paragraph B(1)(u): "u. Second Amended and Restated Management Agreement dated as of June 17, 1997 between Patterson Pensacola Licensee Corp. and June Broadcasting, Inc." 4 4 1.07 The parties hereto acknowledge and agree that Paragraph B(8)(c) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by adding the following subparagraphs (5), (6), (7), (8) and (9) at the end thereof: "(5) Local Station Blanket Radio License Agreement effective January 1, 1996 between ASCAP and Radio Dinuba Company (KJOI-FM). (6) Local Station Blanket Radio License Agreement effective January 1, 1996 between ASCAP and Radio Dinuba Company (KRDU-AM). (7) 1997 BMI Radio Station Interim License Agreement effective January 1, 1997 between BMI and Radio Dinuba Company (KJOI-FM). (8) 1997 BMI Radio Station Interim License Agreement effective January 1, 1997 between BMI and Radio Dinuba Company (KRDU-AM). (9) Radio Broadcasting Performance License Agreement effective as of August 4, 1997 between SESAC, Inc. and Patterson Fresno Broadcasting Corp. (KJOI-FM). (10) Radio Broadcasting Performance License Agreement effective as of August 4, 1997 between SESAC, Inc. and Patterson Fresno Broadcasting Corp. (KRDU-AM). (11) Station License to Receive and Use Arbitron Radio Listening Estimates effective April 1, 1995 between Arbitron and Radio Dinuba Company (KJOI-FM & KRDU-AM)." 1.08 The parties hereto acknowledge and agree that Paragraph C of Schedule 3.1(q) of the Purchase Agreement is hereby amended by adding the following subparagraph (33) at the end thereof: "(33) Incentive Plan for John Araiza (KJOI-FM & KRDU-AM)." 1.09 The parties hereto acknowledge and agree that Section 1.1 of the Purchase Agreement is hereby amended 5 5 by deleting the definition of "Existing Title Policies" set forth in such Section 1.1 and replacing such definition with the following: "Existing Title Policies" means the title insurance policies listed in Schedule 3.1(i) hereto, Title Insurance Policy (no. 449195 GL) issued by Chicago Title Insurance Company to Patterson Fresno Broadcasting Corp. with respect to certain real property located in Dinuba, Tulare County, California and Title Insurance Policy (no. 449195-A GL) issued by Chicago Title Insurance Company to Radio Dinuba Company with respect to certain real property located in Tulare County, California." 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. * * * 6 6 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/ Kathy Archer --------------------------- Name: Kathy Archer Title: Vice President THE COMPANY: PATTERSON BROADCASTING, INC. By: /s/ James M. Strawn --------------------------- Name: James M. Strawn Title: Vice President THE STOCKHOLDERS' REPRESENTATIVE: THE DYSON-KISSNER-MORAN CORPORATION By: /s/ Bruce A. Cauley --------------------------- Name: Bruce A. Cauley Title: Vice President EX-2.4 3 AMENDMENT NO 3 TO STOCK PURCHASE AGREEMENT-1/19/98 1 EXHIBIT 2.4 AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT AMENDMENT No. 3 dated as of January 19, 1998 (this "Amendment"), by and among Patterson Broadcasting, Inc., a Delaware corporation (the "Company"), Capstar Acquisition Company, Inc., a Delaware corporation ("Buyer"), and The Dyson-Kissner-Moran 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: 2 2 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 Dale Scholten d/b/a General Communications Co. and William E. Kuiper, Jr. (tower located at 2853 Three Mile Road, N.W., Walker, Michigan), 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 Patterson 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 Patterson 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 Patterson Grand Rapids Broadcasting Corp. and Patterson 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: 3 3 "(3) Local Station Blanket Radio License Agreement effective January 1, 1996 between ASCAP and Patterson Grand Rapids Licensee Corp. (WQFN(FM)). (4) 1997 BMI Radio Station Interim License Agreement dated as of October 31, 1997 between BMI and Patterson Grand Rapids Licensee Corp. (WQFN(FM)). (5) Radio Broadcasting Performance License Agreement effective as of November 4, 1997 between SESAC, Inc. and Patterson 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 Patterson 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 4 4 with the consent to the Lease dated February 12, 1985 between Kokea Venture and Patterson 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. * * * 5 5 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/ William S. Banowsky ------------------------------------ Name: William S. Banowsky Title: Executive Vice President THE COMPANY: PATTERSON BROADCASTING, INC. By: /s/ James W. Wesley ------------------------------------ Name: James W. Wesley Title: President THE STOCKHOLDERS' REPRESENTATIVE: THE DYSON-KISSNER-MORAN CORPORATION By: /s/ Bruce A. Cauley ------------------------------------ Name: Bruce A. Cauley Title: Vice President EX-2.5 4 AMENDMENT NO 4 TO STOCK PURCHASE AGREEMENT-1/29/98 1 EXHIBIT 2.5 AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 4 dated as of January 29, 1998 (this "Amendment"), by and among Patterson Broadcasting, Inc., a Delaware corporation (the "Company"), Capstar Broadcasting Corporation, a Delaware corporation ("Buyer"), Capstar Acquisition Company, Inc., a Delaware corporation ("Assignor"), Capstar Broadcasting Partners, Inc., a Delaware corporation ("Capstar"), and The Dyson-Kissner-Moran 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, Amendment No. 2 dated as of August 25, 1997 and Amendment No. 3 dated as of January 19, 1998 (as amended, the "Purchase Agreement"), by and among Assignor, Capstar Partners, the Company, the Stockholders' Representative and each of the person identified ion 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 Assignor has agreed to purchase, the Shares and the Series A Preferred Shares; WHEREAS, effective as of January 26, 1998, Buyer has assumed all of Assignor's rights an obligations under the Purchase Agreement; 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 Buyer hereby represents and warrants to each Selling Stockholder and the Company as of the date hereof (with the understanding that the Selling Stockholders and the Company are relying on such representations and warranties in entering into and performing the Purchase Agreement) that each of the representations and warranties set forth on Exhibit A hereto are true and correct as of the date hereof, all of which representations and warranties are incorporated into the 2 Purchase Agreement by reference as if such representations and warranties were made in the Purchase Agreement. Buyer hereby acknowledges and agrees that, by its execution hereof, Buyer hereby assumes all of the obligations and duties of Assignor under or in respect of the Purchase Agreement, as amended by this Amendment, without releasing the Assignor from any of its obligations or duties thereunder. 1.02 The parties hereby acknowledge and agree that Paragraph B(8)(c)(11) of Schedule 3.1(p) of the Purchase Agreement is hereby amended by adding the following footnote (1) at the end thereof: "(1) The Company must report the date and nature of the change of ownership of the stations within 30 days of such change." 1.03 The parties hereto acknowledge and agree that Section 9.2(b)(vii) of the Purchase Agreement is hereby deleted in its entirety. 1.04 The parties hereto acknowledge and agree that Section 5.8 of the Purchase Agreement is hereby deleted in its entirety and the following substituted therefor: "5.8 Employment Agreements. Subject to the terms and conditions hereof, Buyer shall enter into an (x) Agreement with James W. Wesley, Jr. in the form attached as Exhibit 1 to Amendment No. 4 to the Purchase Agreement and (y) Employment Agreement with James M. Strawn in the form attached as Exhibit 2 to Amendment No. 4 to the Purchase Agreement." 1.05 The parties hereto acknowledge and agree that Section 5.9 of the Purchase Agreement is hereby deleted in its entirety. 1.06 The parties hereto acknowledge and agree that the definition of "Cash on Hand" is hereby deleted in its entirety and the following substituted therefor: "Cash on Hand" means all cash and cash equivalents of the Company or its subsidiaries as of 12:01 a.m. on January 28, 1998 (Pacific Time) that is not utilized to pay Funded Debt or otherwise utilized pursuant to Section 2.9, but shall not include any Acquisition Escrow Amount." 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, 2 3 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. 3 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. ASSIGNOR: CAPSTAR ACQUISITION COMPANY, INC. By: /s/ William S. Banowsky ----------------------------------- Name: William S. Banowsky Title: Executive Vice President BUYER: CAPSTAR BROADCASTING CORPORATION By: /s/ William S. Banowsky ----------------------------------- Name: William S. Banowsky Title: Executive Vice President CAPSTAR: CAPSTAR BROADCASTING PARTNERS, INC. By: /s/ William S. Banowsky ----------------------------------- Name: William S. Banowsky Title: Executive Vice President THE COMPANY: PATTERSON BROADCASTING, INC. By: /s/ James W. Wesley, Jr. ----------------------------------- Name: James W. Wesley, Jr. Title: President 4 5 THE STOCKHOLDERS' REPRESENTATIVE: THE DYSON-KISSNER-MORAN CORPORATION By: /s/ Bruce A. Cauley ------------------------- Name: Bruce A. Cauley Title: Vice President 5 6 EXHIBIT A REPRESENTATIONS AND WARRANTIES OF BUYER (a) ORGANIZATION STANDING AND POWER. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Buyer is the ultimate parent of Assignor, Capstar, the entities acquired in the Benchmark Acquisition and directly or indirectly holds all of the issued and outstanding capital stock of each entity set forth on Schedule 3.4(a) to the Purchase Agreement. (b) AUTHORITY. Buyer has all requisite corporate power and authority to enter into this Amendment and the other Transaction Documents to which it is a party and to consummate the transactions contemplated by the Purchase Agreement, as amended by this Amendment, and the Transaction Documents. The execution and delivery of this Amendment and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated by the Purchase Agreement, as amended by this Amendment, and the other Transaction Documents have been duly authorized by all necessary action on the part of Buyer. The Purchase Agreement, as amended by this Amendment, and the other Transaction Documents to which Buyer is a party have been, or upon execution and delivery will be, duly executed and delivered and constitute the valid and binding obligations of Buyer. (c) NO CONFLICT; REQUIRED FILINGS AND CONSENTS. Neither the execution and delivery of this Amendment and the other Transaction Documents to which Buyer is a party nor the performance by Buyer of the transactions contemplated by the Purchase Agreement, as amended by this Amendment, or the other Transaction Documents will, subject to obtaining the consents, approvals, authorizations, and permits and making the filings set forth on Schedule 3.4(c) to the Purchase Agreement or as described in this clause (c), (i) violate, conflict with, or result in any breach of any provisions of Buyer's Certificate of Incorporation or Bylaws, (ii) violate, conflict with, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, any of the terms, conditions, or provisions of any loan or credit Agreement, note, bond, mortgage, indenture, or deed of trust, or any license, lease, Agreement, or other instrument or obligation to which Buyer is a party or by which it or any of its assets is bound, or (iii) violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation, of or registration, declaration, or filing with any Governmental Entity applicable to Buyer or by which it or any of its assets is bound. No Consent of any Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery of this Amendment or any other Transaction Documents by Buyer or the consummation by it of the transactions contemplated by the Purchase Agreement, as amended by this Amendment, or the other Transaction Documents, except for (A) the FCC Consents (as contemplated by Section 7.1 of the Purchase Agreement) and notification to the FCC upon consummation, (B) the filing of a premerger notification report and any other filing required under the HSR Act and the expiration or termination of any waiting period in connection A-1 7 therewith, and (C) applicable requirements, if any, of the Securities Act and Exchange Act and the rules and regulations thereunder and state securities or blue sky laws. (d) LITIGATION. As of the date hereof, there is no action, suit, judicial or administrative proceeding pending or, to the Knowledge of Buyer, threatened against it relating to the transactions contemplated by the Purchase Agreement, as amended by this Amendment, or any other Transaction Documents or which, if adversely determined, would adversely affect its ability to consummate the transactions contemplated by the Purchase Agreement, as amended by this Amendment, or the other Transaction Documents or to perform its covenants and agreements under the Purchase Agreement, as amended by this Amendment, or any other Transaction Document. (e) FCC MATTERS. Except as set forth in Schedule 3.3(e) to the Purchase Agreement, there are no facts relating to Buyer (or an Affiliate thereof) under the Communications Act that would disqualify it (or any Affiliate or assignee) from obtaining control of the Station Licenses or that would prevent it (or any Affiliate or assignee) from consummating the transactions contemplated by this Agreement or materially delay the grant of the FCC Consents. Except as may be set forth in Schedule 3.3(e) to the Purchase Agreement, it is not necessary for Buyer, Capstar or any subsidiary or other Affiliate of Buyer or Capstar to seek or obtain any waiver from the FCC, dispose of any interest in any media or communications property or interest (including, without limitation, any of the Stations), terminate any venture or arrangement, or effectuate any change or restructuring of its ownership (including, without limitation, the removal or withdrawal of officers or directors or the conversion or repurchase of equity securities in Buyer or Capstar or any Affiliate) to obtain, or to avoid any delay in obtaining, the FCC Consents. Buyer is able to certify on an FCC Form 315 that it is financially qualified. (f) INVESTMENT INTENT. The Shares and Series A Preferred Shares to be acquired by Buyer are being acquired for its own account, for investment and with no intention of distributing or reselling such Shares or Series A Preferred Shares or any part thereof or interest therein in any transaction which would be a violation of the securities laws of the United States of America or any state or any foreign country or jurisdiction. Buyer has not been formed for the purpose of acquiring the Shares or Series A Preferred Shares and Buyer is a sophisticated investor and has such Knowledge, sophistication and experience in business and financial matters so as to be capable to evaluating the merits and the risks of acquiring the Shares and Series A Preferred Shares and is able to bear the risks of such investment. Buyer acknowledges that (i) the Shares and Series A Preferred Shares are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act), (ii) the Shares and Series A Preferred Shares have not been issued or sold pursuant to any registration or similar filing, listing, prospectus or document, or pursuant to any delivery requirements under the laws of any Governmental Entity or the rules, regulations or guidelines of any stock exchange or quotation system and (iii) it has had access to all information which it considers necessary or advisable to enable it to make a decision concerning the purchase of the Shares and Series A Preferred Shares. At the date hereof, Buyer is an "accredited investor" as defined in Rule 501 under the Securities Act. A-2 -----END PRIVACY-ENHANCED MESSAGE-----