-----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, CJTuqfUq7U/H5qsu8uHR0wFQBwY7Pqv+6Idl7vRfX9Urv58GyuB6b1J/7PSiYnnc PJtY4y4Pq82wcjJmNq9jhA== 0000912057-97-015464.txt : 19970506 0000912057-97-015464.hdr.sgml : 19970506 ACCESSION NUMBER: 0000912057-97-015464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19970505 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000702808 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 310978313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12404 FILM NUMBER: 97595137 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report: May 5, 1997 JACOR COMMUNICATIONS, INC. DELAWARE (State or Other Jurisdiction of Incorporation) 0-12404 31-0978313 (Commission File No.) (IRS Employer Identification No.) 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 (606) 655-2276 Item 5. Other Events In January 1997, Jacor Communications, Inc. (the "Company") filed a registration statement (File No. 333-19291) on Form S-3 with the Securities and Exchange Commission (the "Commission") relating to the public offering, pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to an aggregate of $250.0 million of equity and debt securities of the Company (the "Omnibus Shelf Registration Statement"). On April 21, the Commission declared the Omnibus Shelf Registration Statement, as amended by Amendment No. 1, effective. (The definitive prospectus contained in the Omnibus Shelf Registration is herein referred to as the "Prospectus"). On May 5, 1997, the Company filed with the Commission, pursuant to Rule 424(b), a preliminary supplement to the Prospectus dated May 2, 1997 (the "Preliminary Prospectus Supplement") relating to the offer for sale of 5,347,500 shares of the Company's common stock, $.01 par value, (including 697,500 shares subject to an underwriters' overallotment option). In connection with the filing of the Preliminary Prospectus Supplement with the Commission, the Company is filing certain exhibits as part of this Form 8-K. See "Item 7. Financial Statements and Exhibits." Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 First Amendment to Stock Purchase and Stock and Warrant Purchase Agreement dated as of February 20, 1996 by and among the Company, Prudential Venture Partners II, LP, Northeast Ventures II, John T. Lynch, Frank A. DeFrancesco, Thomas R. Jiminez, Willliam R. Arbenz, CIHC Incorporated, Bankers Life Holding Corporation and Noble Broadcast Group, Inc., dated as of July 8, 1996 by and among the Company, Noble Broadcast Group, Inc., Lynch, DeFrancesco, Jiminez, Arbenz and Phillip H. Banks, as trustee 2.2 Second Amendment to Stock Purchase and Stock and Warrant Purchase Agreement dated as of February 20, 1996 by and among the Company, Prudential Venture Partners II, LP, Northeast Ventures II, John T. Lynch, Frank A. DeFrancesco, Thomas R. Jiminez, Willliam R. Arbenz, CIHC Incorporated, Bankers Life Holding Corporation and Noble Broadcast Group, Inc., dated as of December 20, 1996 by and among the Company, Noble Broadcast Group, Inc., Lynch, DeFrancesco, Jiminez, Arbenz and Phillip H. Banks, as trustee 4.1 Warrant Agreement dated as of February 27, 1997 between the Company and KeyCorp Shareholder Services, Inc. 10.1 First Amendment to Employment Agreement dated as of December 20, 1996 between the Company and John T. Lynch (+) 2 10.2 Consulting Agreement dated as of December 20, 1996 between the Company and John T. Lynch (+) 10.3 First Amendment to Employment Agreement dated as of December 20, 1996 between the Company and Frank A. De Francesco (+) 10.4 Employment Agreement dated as of January 17, 1997 between the Company and Paul F. Solomon (+) 10.5 First Amendment to First Amendment to Employment Agreement dated as of December 20, 1996 between the Company and Frank A. DeFrancesco (+) 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP 99.1 Press Release dated May 1, 1997. __________________________________ (+) Management Contract 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 hereunto duly authorized. JACOR COMMUNICATIONS, INC. Dated: May 5, 1997 By:/s/ Jon M. Berry ------------------------------ Jon M. Berry, Senior Vice President and Treasurer 3 EX-2.1 2 1ST AMNDT TO STOCK PURCH & STOCK & WARRENT REDEMP FIRST AMENDMENT TO STOCK PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT This First Amendment (this "Amendment") to that certain Stock Purchase and Stock and Warrant Redemption Agreement dated as of February 20, 1996 by and among Jacor Communications, Inc., an Ohio corporation ("Buyer"), Prudential Venture Partners II, L.P., a limited partnership, Northeast Ventures, II, a limited partnership, John T. Lynch ("Lynch"), Frank A. De Francesco ("De Francesco"), Thomas R. Jimenez ("Jimenez"), William R. Arbenz ("Arbenz," and together with Lynch, De Francesco and Jimenez, the "Class B Shareholders"), CIHC Incorporated, a Delaware corporation, Bankers Life Holding Corporation, a Delaware corporation, and Noble Broadcast Group, Inc., a Delaware corporation (the "Company") (the "Stock Purchase Agreement"), is entered into as of July 8, 1996 by and among Buyer, the Company, Lynch, De Francesco, Jimenez, Arbenz and Phillip H. Banks as trustee ("Trustee"). Unless specifically designated otherwise, capitalized terms used herein shall have the same meanings ascribed to them in the Stock Purchase Agreement. RECITALS A. As provided in the Stock Purchase Agreement, at the Redemption Closing the Class B Shareholders entered into that certain Stock Escrow and Security Agreement, dated as of February 20, 1996, by and among Buyer, the Company, the Class B Shareholders, Trustee and The Fifth Third Bank as escrow agent ("Stock Escrow Agent") (the "Stock Escrow and Security Agreement"). Pursuant to the Stock Escrow and Security Agreement, the Class B Shareholders deposited into escrow all of the Class B Stock owned by the Class B Shareholders, along with related stock transfer documents to be held and distributed by the Stock Escrow Agent as provided therein. B. Pursuant to the terms of the Stock Escrow and Security Agreement, on February 28, 1996 (the "Substitution Date"), subsequent to receipt of FCC Approval (as defined in the Stock Escrow and Security Agreement), the Class B Shareholders transferred their Class B Stock to the Trustee, and the Stock Escrow Agent registered the Class B Stock in the name of the Trustee. On the Substitution Date, the Trustee prepared, executed and delivered to the Escrow Agent substitute Endorsements (as defined in the Stock Escrow and Security Agreement) in favor of Buyer. C. The Stock Purchase Agreement and the Stock Escrow and Security Agreement together require the following actions to be taken upon the occurrence of the Stock Closing: (i) Buyer to pay for the benefit of the Trustee and the Class B Shareholders, as beneficiaries of the Trust Agreement dated February 20, 1996, among Lynch, De Francesco, Jimenez, and Arbenz, and their respective spouses, as co-grantors, and the Trustee (the "Trust Agreement") the Net Stock Purchase Payment by delivering the same to the Stock Escrow Agent, who in turn (assuming that there is then no Defaulting Stock Seller, as defined in the Stock Escrow and Security Agreement) is required to pay such amount to the Shareholder's Representative on behalf of the Trustee and for the benefit of the Class B Shareholders, as beneficiaries under the Trust Agreement; and (ii) the Trustee (or the Stock Escrow Agent, on the Trustee's behalf) to deliver the Class B Stock to the Buyer, properly endorsed or accompanied by stock powers sufficient for, as applicable, the transfer of good and marketable title to the Class B Stock to Buyer on the books of the Company. D. The parties desire to amend the Stock Purchase Agreement to provide for and to effect a closing prior to the Stock Closing pursuant to which: (i) the Trustee will sell to Buyer fourteen and nine-tenths percent (14.9%) of the shares of Class B Stock (the "Advance Class B Stock"); and (ii) in consideration for the Advance Class B Stock, Buyer will pay to the Class B Shareholders, at the direction of the Trustee and the Shareholders Representative, fourteen and nine-tenths percent (14.9%) of the Stock Purchase Price (the "Advance Stock Purchase Price"), all according to the terms and subject to the conditions set forth in this Amendment. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend and modify the Stock Purchase Agreement as set forth below: 1. PURCHASE AND SALE OF ADVANCE STOCK. 1.1. PURCHASE AND SALE. At the Advance Stock Closing (as defined in Section 3 below), upon all of the terms and subject to all of the conditions set forth herein, the Trustee will sell, assign, transfer and deliver to Buyer, and Buyer will purchase from the Trustee, thirty-seven thousand eight hundred forty-nine (37,849) of the issued and outstanding shares of Advance Class B Stock currently held by Stock Escrow Agent, of which: (i) thirty-four thousand one hundred forty-five (34,145) shares are attributable to Lynch; (ii) three thousand three hundred two (3,302) shares are attributable to De Francesco; (iii) two hundred one (201) shares are attributable to Arbenz; and (iv) two hundred one (201) shares are attributable to Jimenez. 1.2. ADVANCE STOCK PURCHASE PRICE: ALLOCATION OF ADVANCE STOCK PURCHASE PRICE. 1.2.1. In consideration for receiving good and marketable title to the Advance Class B Stock, free and clear of all liens, charges, encumbrances and restrictions of any kind, Buyer shall pay to the Class B Shareholders, at the direction of the Trustee and Shareholders Representative made hereby, on behalf of the Class B Shareholders, as beneficiaries of the Trust Agreement, the Advance Stock Purchase Price equal to One Million Eight Hundred Fifty-Eight Thousand Three Hundred Twenty-Nine Dollars and Twenty-Nine Cents ($1,858,329.29), of which: (i) One Million Six Hundred Seventy-Six Thousand Five Hundred Three Dollars and Eighty-Five Cents ($1,676,503.85) is attributable to Lynch; (ii) One Hundred Sixty-Two Thousand One Hundred Two Dollars and Eighty-Eight Cents ($162,102.88) is attributable to De Francesco; (iii) Nine Thousand Eight Hundred Sixty-One Dollars and Twenty-Eight Cents ($9,861.28) is attributable to Arbenz; and 2 (iv) Nine Thousand Eight Hundred Sixty-One Dollars and Twenty-Eight Cents ($9,861.28) is attributable to Jimenez. The Advance Stock Purchase Price shall be paid at the Advance Stock Closing by wire transfer of funds in accordance with wiring instructions provided by the Shareholders Representative to Buyer prior to the Advance Stock Closing. 1.2.2. The allocation of the Advance Stock Purchase Price among the Class B Shareholders shall be as set forth in Section 1.2.1 above; PROVIDED, HOWEVER, that Buyer's obligations with respect to payment of the Advance Stock Purchase Price shall terminate upon confirmation of receipt of the wired funds, and Buyer shall have no obligation or liability to the Trustee or any Class B Shareholder with respect to the ultimate distribution of such payment among the Class B Shareholders. 1.3. STOCK PURCHASE PRICE: NET STOCK PURCHASE PAYMENT. Upon the completion of the Advance Stock Closing, the amount of the Stock Purchase Price and the amount of the Net Stock Purchase Payment (but not the amount of the Stock Purchase Escrow Consideration, which shall remain unaffected by this Amendment) shall be reduced by the amount of the Advance Stock Purchase Price and for purposes of the executory provisions of the Stock Purchase Agreement shall be allocated as set forth on SCHEDULE 1 attached hereto. 1.4. STOCK ESCROW AND SECURITY AGREEMENT. Notwithstanding anything to the contrary set forth above, the delivery of the Advance Class B Stock from the Trustee to Buyer and the payment of the Advance Stock Purchase Price by Buyer to the Class B Shareholders shall be administered by the Stock Escrow Agent pursuant to that certain First Amendment to Stock Escrow and Security Agreement of even date herewith by and among the parties to the Stock Escrow and Security Agreement. In the event that there is any discrepancy between the terms and conditions hereof and the terms and conditions of the First Amendment to Stock Escrow and Security Agreement regarding such transfer and delivery, the terms and conditions of the First Amendment to Stock Escrow and Security Agreement shall prevail. 2. CONDITIONS TO ADVANCE STOCK CLOSING. 2.1. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE CLASS B SHAREHOLDERS AT THE ADVANCE STOCK CLOSING. The obligation of the Trustee to sell, assign, transfer and deliver the Class B Stock, as applicable, to Buyer pursuant to Section 1 hereof is subject to the fulfillment, simultaneously with the execution hereof, of each of the following conditions: 2.1.1. Buyer shall have delivered to the Class B Shareholders a letter from Graydon, Head & Ritchey, in form and substance reasonably satisfactory to the Class B Shareholders, reaffirming as of the Advance Stock Closing Date (as defined in Section 3 hereof) each of the opinions rendered by such firm in the opinion letter referred to in Section 9.1.11 of the Stock Purchase Agreement. 2.1.2. Buyer shall have delivered the Advance Stock Purchase Price in 3 accordance with the wiring instructions provided by Shareholders Representative pursuant to Section 1.2.1 above. 2.2. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER AT THE ADVANCE STOCK CLOSING. The obligation of Buyer to purchase the Advance Class B Stock from the Class B Shareholders pursuant to Section 1 hereof is subject to the fulfillment, simultaneously with the execution hereof, of each of the following conditions: 2.2.1. The Company and the Class B Shareholders shall have delivered to Buyer a letter from Gray Cary Ware & Freidenrich, in form and substance reasonably satisfactory to Buyer, reaffirming as of the Advance Stock Closing Date each of the opinions rendered by such firm in the opinion letter referred to in Section 9.2.16 of the Stock Purchase Agreement. 2.2.2. The Company and the Class B Shareholders shall have delivered to Buyer a letter from Haley, Bader & Potts, in form and substance reasonably satisfactory to Buyer, reaffirming as of the Advance Stock Closing Date each of the opinions rendered by such firm in the opinion letter referred to in Section 9.2.17 of the Stock Purchase Agreement. 2.2.3. The Trustee (or the Stock Escrow Agent, as appropriate) shall have delivered to Buyer certificates representing all of the Advance Class B Stock, either registered in the name of the Buyer or properly endorsed or accompanied by stock powers sufficient for, as applicable, the transfer of good and marketable title to the Advance Class B Stock to Buyer on the books of the Company. 3. ADVANCE STOCK CLOSING. The purchase and sale of the Advance Class B Stock contemplated in Section 1.1 above (the "Advance Stock Closing") shall occur on the date hereof (the "Advance Stock Closing Date") and simultaneously with the execution hereof, at __:00 a.m. eastern time in the offices of Graydon, Head & Ritchey in Cincinnati, Ohio or at such other place or in such other manner as the parties hereto may agree in writing. In the event that the parties conduct the Advance Stock Closing through the exchange of signatures by facsimile, the parties agree to promptly provide original signature pages to all of the documents delivered in connection with the Advance Stock Closing. 4. CONFIRMATION OF STOCK PURCHASE AGREEMENT: CONFLICT OF TERMS, FURTHER ASSURANCES. 4.1. CONFIRMATION; CONFLICT. Except as expressly modified by this Amendment, the terms and provisions of the Stock Purchase Agreement are hereby reaffirmed. If and to the extent that any term or provision of this Amendment conflicts with any term or provision of the Stock Purchase Agreement, then any such term or provision of the Stock Purchase Agreement will be deemed to have been supplemented and amended by the terms and provisions of this Amendment. Such supplementation and amendment will be automatic and without the need for further action or documentation by any of the parties. 4 4.2. FURTHER ASSURANCES. Each party to this Amendment agrees that, if at any time and from time to time after the date of this Amendment, any party hereto reasonably determines that any further conveyance, assignment or other document or any further action is necessary or desirable to carry out the purposes of and to make effective the transactions contemplated in this Amendment, the parties agree to execute and deliver all such instruments and to take all such actions as may be reasonably necessary or advisable for such purpose, including, but not limited to, causing appropriate third parties to execute and deliver all such instruments and to take all such actions. 5. RESERVATIONS OF RIGHTS. The parties to this Amendment acknowledge and agree that, except as expressly set forth in this Amendment, each of the parties hereby reserves all such party's rights under and in connection with the Stock Purchase Agreement, and nothing in this Amendment, including but not limited to the occurrence of the Advance Stock Closing, shall constitute a waiver of any of such party's rights under or in connection with the Stock Purchase Agreement, or a waiver of any of the conditions to the Stock Closing set forth in the Stock Purchase Agreement. 6. COUNTERPARTS. This Amendment may be executed in as many counterparts as may be required, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but a single agreement. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. 5 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. "BUYER" "THE CLASS B SHAREHOLDERS" JACOR COMMUNICATIONS, INC., an Ohio corporation By: /s/ R. Christopher Weber /s/ John T. Lynch - ----------------------------------- ----------------------------------- JOHN T. LYNCH "THE COMPANY" /s/ Frank A. De Francesco ----------------------------------- FRANK A. DE FRANCESCO NOBLE BROADCAST GROUP, INC., a Delaware corporation By: /s/ John T. Lynch -------------------------------- JOHN T. LYNCH, President /s/ Thomas R. Jimenez ----------------------------------- THOMAS R. JIMENEZ /s/ Phillip H. Banks, Trustee - ----------------------------------- PHILLIP H. BANKS, TRUSTEE /s/ William R. Arbenz ----------------------------------- WILLIAM R. ARBENZ [COUNTERPART SIGNATURE PAGE TO FIRST AMENDMENT TO STOCK PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT] 6 SCHEDULE 1 ALLOCATION OF STOCK PRICE AMONG CLASS B SHAREHOLDERS ADJUSTED FOR ADVANCE STOCK CLOSING
Stock Purchase Advance Stock Escrow Net Stock Purchase Price to be Consideration to Purchase Price Gross Stock Paid at Advance be paid at Stock to be Paid at Class B Shareholder Percentage Purchase Price Stock Closing Closing Stock Closing - ---------------------------------------------------------------------------------------------------------------- John T. Lynch 0.902156496 $11,251,703.66 $1,676,503.85 $471,264.01 $9,103,935.80 Frank A. De Francesco 0.087230438 $1,087,938.78 $162,102.88 $ 45,566.79 $ 880,269.11 William R. Arbenz 0.005306532 $66,183.12 $9,861.28 $ 2,772.09 $ 53,549.75 Thomas R. Jimenez 0.005306532 $66,183.12 $9,861.28 $ 2,772.09 $ 53,549.75
7 EX-2.2 3 2ND AMNDT TO STOCK PURCH & STOCK AND WARRENT SECOND AMENDMENT TO STOCK PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT This Second Amendment (this "Amendment") to that certain Stock Purchase and Stock and Warrant Redemption Agreement dated as of February 20, 1996 by and among Jacor Communications, Inc., a Delaware corporation ("Buyer"), Prudential Venture Partners II, L.P., a limited partnership, Northeast Ventures, II, a limited partnership, John T. Lynch ("Lynch"), Frank A. De Francesco ("De Francesco"), Thomas R. Jimenez ("Jimenez"), William R. Arbenz ("Arbenz," and together with Lynch, De Francesco and Jimenez, the "Class B Shareholders"), CIHC, Incorporated, a Delaware Corp. ("CIHC"), Bankers Life Holding Corporation, a Delaware Corp. ("BLH") and Noble Broadcast Group, Inc., a Delaware corporation (the "Company"), and amended by the First Amendment to Stock Purchase and Stock and Warrant Redemption Agreement dated as of June 8, 1996 (collectively, the "Stock Purchase Agreement") is entered into as of December 20, 1996 by and among Buyer, the Company and the Class B Shareholders. Unless specifically designated otherwise, the capitalized terms used herein shall have the same meanings ascribed to them in the Stock Purchase Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree to amend the Stock Purchase Agreement as set forth below: 1. SEVERANCE BENEFITS. Notwithstanding any provision to the contrary in the Stock Purchase Agreement, including without limitation Section 8.11, the Class B Shareholders will not be liable in any way for the cost of any severance payments made by the Company, a Subsidiary or Buyer to the persons listed on Exhibit "A" attached hereto. 2. SURVIVAL OF REPRESENTATIONS, ETC. Section 8.13 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the following: "8.13 SURVIVAL OF REPRESENTATIONS, ETC. It is the express intention and agreement of the parties to this Amendment that: (A) all covenants and agreements (together ("Agreements") and all representations and warranties (together "Warranties") made by Buyer, Sellers and the Company in this Amendment or in any Ancillary Document shall survive (regardless of any knowledge, investigation, audit or inspection at any time made by or on behalf of Buyer, any Seller or the Company) as follows: 1 8.13.1 The Agreements shall survive the Redemption Closing and Stock Closing without limitation. 8.13.2 The Warranties contained in Article III and Article V (the "Perpetual Warranties") shall survive the Redemption Closing and Stock Closing without limitation. 8.13.3 As they relate specifically to the operations of the TBA Stations, all Warranties other than the Perpetual Warranties shall only survive for a period of twelve (12) months from the Redemption Closing Date. 8.13.4 Intentionally omitted. 8.13.5 Other than as limited by Section 8.13.3, all Warranties other than the Perpetual Warranties shall survive for a period of twelve (12) months from the Redemption Closing Date. 8.13.6 The right of either party to recover Damages (as defined in the Indemnification and Escrow Agreement) as to any specific matter for which indemnification is sought shall not be affected by the expiration of any Warranties as set forth herein, provided that a Claim Notice (as defined in the Indemnification and Escrow Agreement) with respect to such matter has been given by the indemnified party to the indemnifying party prior to such expiration and prior to the expiration of the indemnifying parties' obligations under the Indemnification and Escrow Agreement and subject to the terms of the Indemnification and Escrow Agreement. 8.13.7 Notwithstanding any provision hereof to the contrary, there shall be no contractual time limit in which Buyer, the Company or Sellers may bring any action for actual fraud (a "Fraud Action"), regardless of whether such actual fraud also included a breach of any Agreement or Warranty; provided, 2 however, that any Fraud Action must be brought within the period of the applicable statute of limitations plus any extensions or waivers granted or imposed with respect thereto. 8.13.8 Subject to and effective upon the Redemption Closing, each Seller hereby releases the Company and the Subsidiaries, and each of their respective directors, officers, employees, agents and representatives, from and against any and all claims that they may have against such entities or persons resulting from any fact, circumstance or condition which gives rise to a claim for indemnification by Buyer pursuant to this Agreement, the Indemnification and Escrow Agreement or any Ancillary Document." 3. CONFIRMATION OF STOCK PURCHASE AGREEMENT; CONFLICT OF TERMS; FURTHER ASSURANCES. Except as modified by this Amendment, the terms and provisions of the Stock Purchase Agreement are hereby reaffirmed. If and to the extent that any term or provision of this Amendment conflicts with any term or provision of the Stock Purchase Agreement, then any such term or provision of the Stock Purchase Agreement will be deemed to have been supplemented and amended by the terms and provisions of this Amendment. Such supplementation and amendment will be automatic and without the need for further action or documentation by any of the parties. Each party to this Amendment agrees that, if at any time and from time to time after the date of this Amendment, any party hereto reasonably determines that any further conveyance, assignment or other document or any further action is necessary or desirable to carry out the purposes of and to make effective the transactions contemplated in this Amendment, the parties agree to execute and deliver all such instruments and to take all such actions as may be reasonably necessary or advisable for such purpose. 4. RESERVATION OF RIGHTS. The parties to this Amendment acknowledge and agree that except as expressly set forth in this Amendment, that each of the parties hereby reserves all such party's rights under and in connection with the Stock Purchase Agreement, and that nothing in this Amendment shall constitute a waiver of any of such party's rights under and in connection with the Stock Purchase Agreement. 5. COUNTERPARTS. This Amendment may be executed in as many counterparts as may be required, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but a single agreement. 3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. "BUYER" "THE CLASS B SHAREHOLDERS" JACOR COMMUNICATIONS, INC, a Delaware corporation By:/s/ Robert L. Lawrence /s/ John T. Lynch - ------------------------------ ------------------------------ Robert L. Lawrence JOHN T. LYNCH President & Chief Operating Officer "THE COMPANY" /s/ Frank A. De Francesco ------------------------------ NOBLE BROADCAST GROUP, INC., FRANK A. DE FRANCESCO a Delaware corporation By:/s/ Robert L. Lawrence /s/ Thomas R. Jimenez ------------------------------ ------------------------------ Robert L. Lawrence THOMAS R. JIMENEZ Executive Vice President /s/ William R. Arbenz ------------------------------ WILLIAM R. ARBENZ [COUNTERPART SIGNATURE PAGE TO FIRST AMENDMENT TO STOCK PURCHASE AND STOCK AND WARRANT REDEMPTION AGREEMENT] 4 EXHIBIT "A" Excluded Employee Severance Payments ------------------------------------ Denise R Falls Christine S. Holcombe Janet Nauman Teresa L. Treiber 5 EX-4.1 4 WARRANT AGREEMENT WARRANT AGREEMENT WARRANT AGREEMENT, dated as of February 27, 1997(the "Agreement") between JACOR COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and KEYCORP SHAREHOLDER SERVICES, INC., a Delaware corporation, as Warrant Agent (the "Warrant Agent") ("Agreement"). The Company proposes to issue warrants, as hereinafter described (the "Warrants"), to purchase up to an aggregate of 500,000 shares of its common stock, $0.01 par value per share ("Common Stock") (the shares of Common Stock issuable on exercise of the Warrants being referred to herein as the "Warrant Shares"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement") between the Company and Regent Communications, Inc., dated as of October 8, 1996, pursuant to which the Company will issue the Warrants, each Warrant entitling the holder thereof to purchase 0.11271 of a share of Common Stock (the "Fraction"). The Company wishes the Warrant Agent to act on behalf of the Company and the Warrant Agent is willing to act in connection with the issuance, division, transfer, exchange and exercise of Warrants. In consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder of the Company and the registered holders of the Warrants (the "Holders"), the Company and the Warrant Agent hereby agree as follows: SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions hereinafter set forth in this Agreement, and the Warrant Agent hereby accepts such appointment. SECTION 2. TRANSFERABILITY AND FORM OF WARRANT. SECTION 2.01. REGISTRATION. The Warrants shall be numbered and shall be registered in a Warrant Register as they are issued. The Company and the Warrant Agent shall be entitled to treat the Holder of any Warrant as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, or with such knowledge of such acts that its participation therein amounts to bad faith. SECTION 2.02. TRANSFER. The Warrants shall be transferable only on the books of the Company maintained at the principal office of the Warrant Agent upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer, which endorsement shall be guaranteed by a firm which is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program (each of the foregoing sometimes hereinafter referred to as an "Eligible Institution"). In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Warrant Agent. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Warrant Agent in its discretion. Upon any registration of transfer, the Warrant Agent shall countersign and deliver a new Warrant or Warrants to the persons entitled thereto. SECTION 2.03. FORM OF WARRANT. The text of the Warrant and of the Purchase Form shall be substantially as set forth in Exhibit A attached hereto. The price per Warrant Share and the number of Warrant Shares issuable upon exercise of each Warrant are subject to adjustment upon the occurrence of certain events, all as hereinafter provided. The Warrants shall be executed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or an Assistant Secretary. The signature of any such officers on the Warrants may be manual or facsimile. Warrants bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any one of them shall have ceased to hold such offices prior to the delivery of such Warrants or did not hold such offices on the date of this Agreement. Warrants shall be dated as of the date of countersignature thereof by the Warrant Agent either upon initial issuance or upon division, exchange, substitution or transfer. SECTION 3. COUNTERSIGNATURE OF WARRANTS. The Warrants shall be countersigned by the Warrant Agent (or any successor to the Warrant Agent then acting as warrant agent under this Agreement) and shall not be valid for any purpose unless so countersigned. Warrants may be countersigned, however, by the Warrant Agent (or by its successor as warrant agent hereunder) and may be delivered by the Warrant Agent, notwithstanding that the persons whose manual or facsimile signatures appear thereon as proper officers of the Company shall have ceased to be such officers at the time of such countersignature, issuance or delivery. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice-President, the Treasurer or the Secretary of the Company, countersign, issue and deliver Warrants entitling the Holders thereof to purchase not more than 500,000 Warrant Shares (subject to adjustment pursuant to Section 10 hereof) and shall countersign and deliver Warrants as otherwise provided in this Agreement. SECTION 4. EXCHANGE OF WARRANT CERTIFICATES. Each Warrant certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificate surrendered then entitle such Holder to purchase. Any Holder desiring to exchange a Warrant certificate or certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, properly endorsed, the certificate or certificates to be so exchanged. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a new Warrant certificate or certificates, as the case may be, as so requested. SECTION 5. TERM OF WARRANTS; EXERCISE OF WARRANTS. SECTION 5.01. TERM OF WARRANTS. Subject to the terms of this Agreement, each Holder shall have the right, which may be exercised commencing the date of issuance of the Warrants and until 5:00 P.M. Eastern Time, on [ ], [2002] [the fifth anniversary of the date of the Effective Time (as defined in the Merger Agreement)] (the "Expiration Date"), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to purchase on exercise of such Warrants; PROVIDED, HOWEVER, if any or all of the Warrants shall be called for redemption pursuant to Section 8.03 hereof, the right to exercise the Warrants so to be redeemed shall expire at the close of business, New York time, on the redemption date. SECTION 5.02. EXERCISE OF WARRANTS. A Warrant may be exercised upon surrender to the Warrant Agent, at its principal office, of the certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an Eligible Institution, and upon payment to the Warrant Agent for the account of the Company of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the United States or any state thereof. Subject to Section 6 hereof, upon such surrender of Warrants and payment of the Warrant Price as aforesaid, the Warrant Agent shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company for such purpose. SECTION 5.03. RESTRICTION ON EXERCISES. A Warrant may not be exercised in whole or in part if in the reasonable opinion of counsel to the Company the issuance of the Common Stock upon such exercise would cause the Company to be in violation of the Telecommunications Act of 1996 or the rules and regulations in effect thereunder. A Holder desiring to exercise Warrants shall, if requested by the Company, furnish to the Company such additional information as the Company deems reasonably necessary in order to determine if exercise of a Warrant may cause the Company to be in said violation. In the event the Company's counsel determines that, in such counsel's opinion after review of such information, if any, requested by and delivered to, the Company, the exercise of a Warrant would cause the Company to be in violation of the broadcast multiple ownership provisions of the Communications Act of 1934, as amended, or the rules and regulations in effect thereunder, the Company shall notify such Holder and the Warrant Agent to that effect. Upon receipt of said notice, such Holder may take such steps, at its own expense, as it reasonably determines necessary so that the exercise of the Warrant would not cause such a violation; PROVIDED, that upon completion of said steps, such Holder shall notify the Company and the provisions of this Section 5.03 shall then apply with respect to the proposed revised transaction; PROVIDED, FURTHER that if after such proposed revised transaction such Warrant would still not be exercisable pursuant to this Section 5.03, the Company shall within five business days make an offer to purchase such Warrant at a price equal to the excess of (x) the current market price (as defined in Section 10.01(d)) on the date of such offer over (y) the Exercise Price thereof. SECTION 5.04. LEGEND ON CERTIFICATE. The certificates evidencing the Warrants may, in the sole discretion of the Company, bear a legend relating to certain limitations on the ownership of Common Stock imposed by the Telecommunications Act of 1996. SECTION 6. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any Warrants or certificates for Warrant Shares in a name other than that of the registered Holder of Warrants in respect of which such Warrant Shares are issued. SECTION 7. MUTILATED OR MISSING DOCUMENTS. In case any of the certificates evidencing the Warrants shall be mutilated, lost, stolen or destroyed, the Company shall issue, and the Warrant Agent shall countersign and deliver in exchange and substitution for and upon cancellation of the mutilated Warrant certificate, or in lieu of and substitution for the Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them. An applicant for such a substitute Warrant certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may prescribe. SECTION 8. RESERVATION OF WARRANT SHARES; PURCHASE, CALL AND CANCELLATION OF WARRANTS. SECTION 8.01. RESERVATION OF WARRANT SHARES. There have been reserved, and the Company shall at all times keep reserved, out of its authorized Common Stock, a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. The Transfer Agent for the Common Stock and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company will supply such Transfer Agent with duly executed stock certificates for such purposes and will provide or otherwise make available any cash which may be payable as provided in Section 11 hereof. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Company. SECTION 8.02. PURCHASE OF WARRANTS BY THE COMPANY. The Company shall have the right, except as limited by law, other agreements or herein, to purchase or otherwise acquire Warrants at such times, in such manner and for such consideration as it may deem appropriate. SECTION 8.03. CALL OF WARRANTS BY THE COMPANY. The Company shall have the right to redeem any or all of the Warrants at a price per Warrant equal to $12.00 multiplied by the Fraction, as adjusted from time to time as provided in Section 10 hereof (the "Call Price") on or after the third anniversary of the Effective Time. If fewer than all the Warrants are to be redeemed, the Company shall select by lot the Warrants so to be redeemed in such manner as shall be prescribed by the Board of Directors of the Company. The Company shall give the Warrant Agent written notice of the aggregate number of Warrants to be redeemed and the prescribed manner of redemption . Notice of the redemption shall be mailed to the Holders of record not more than 45 days nor less than 15 days prior to the date scheduled for redemption (the "Call Date") and shall be given by the Company to the Warrant Agent prior to or concurrently with the mailing of notice of the redemption to such Holders, all in accordance with the provisions of Section 18 hereof. The notice of redemption also shall be given not more than 45 days nor less than 15 days prior to the Call Date, by publishing it once in The Wall Street Journal (national edition), and such notice shall state the date, place and price of such redemption. Each Holder shall continue to have the right to exercise the Warrant until the close of business, New York time, on the Call Date. No less than one business day prior to the Call Date, the Company shall deposit with the Warrant Agent funds sufficient to purchase all of the Warrants to be redeemed on the Call Date which have not theretofore been exercised. SECTION 8.04. CANCELLATION OF WARRANTS. In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be delivered to the Warrant Agent and be canceled by it and retired. The Warrant Agent shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part, and shall thereafter deliver any such cancelled Warrants to the Company. SECTION 9. WARRANT PRICE. The price per share at which Warrant Shares shall be purchasable upon exercise of Warrants shall be $40 (the "Warrant Price"), subject to adjustment pursuant to Section 10 hereof. SECTION 10. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number and kind of securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as hereinafter defined, that occur subsequent to the date of the Merger Agreement. SECTION 10.01. MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is surviving corporation), the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, of such event. (b) In case the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below) the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively immediately after the record date of the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (excluding (x) regular periodic cash dividends pursuant to an announced policy of the Company payable out of consolidated earnings or surplus legally available for dividends and (y) dividends or distributions referred to in paragraph (a)) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholder entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of the capital stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant, the Holder of each Warrant, upon the exercise thereof at any time after such distribution shall be entitled to receive the stock or other securities to which such Holder would have been entitled if such Holder had exercised such warrant immediately prior thereto, all subject to further adjustment as provided in this Section 10.1; PROVIDED, HOWEVER, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of a Warrant of upon the exercise of a Warrant. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section, the current market price per share of Common Stock at any date shall be average of the daily closing prices for 20 consecutive trading days commencing 30 trading days before the date of such computation. The closing price for each day shall be the last reported sales price regular way or, in case no reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ or any comparable system. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate. (e) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless and until such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; PROVIDED, HOWEVER, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be make to the nearest one thousandth of a share. (f) Whenever the number of shares purchasable upon the exercise of each Warrant is adjusted as provided in paragraphs (a), (b) and (c) above, the Warrant Price payable upon exercise of each Warrant and the Call Price shall be adjusted by multiplying such Warrant Price and Call Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (g) No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights, options, warrants, or convertible or exchangeable securities, or evidence of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto. No adjustment in the number of Warrant Shares purchasable upon the exercise of each Warrant need be made for sales of Warrant Shares pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Warrant Shares. (h) For the purpose of this Section 10.1, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraph (a) through (g), inclusive, above, and the provisions of Section 5 and Sections 10.02 through 10.04, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other shares. (i) Upon the expiration of any rights, options, warrants or conversion or exchange privileges, if any thereof shall not have been exercised, the Warrant Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if (A) the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (B) such shares of Common Stock, if any, were issued or sold for the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; PROVIDED, FURTHER, that no such readjustment shall have the effect of increasing the Warrant Price by an amount in excess of the amount of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights. SECTION 10.02. DETERMINATION OF CONSIDERATION. Upon any issuance or sale for a consideration other than cash, or a consideration part of which is other than cash, of any shares of Common Stock or any rights or options to subscribe for, purchase or otherwise acquire any shares of Common Stock, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration or as determined in good faith by the Board of Directors of the Company. In case any shares of Common Stock or any rights, options or warrants to subscribe for, purchase or otherwise acquire any shares of Common Stock shall be issued or sold together with other shares, stock or securities or other assets of the Company for a consideration which covers both, the consideration for the issue or sale of such shares of Common stock or such rights or options shall be deemed to be the portion of such consideration allocated thereto in good faith by the Board of Directors of the Company. SECTION 10.03. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may, at its option, at any time during the term of the Warrants, reduce the then current Warrant Price to any amount deemed appropriate by the Board of Directors of the Company. SECTION 10.04. NOTICE OF ADJUSTMENT. (a) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant or the Warrant Price of such Warrant Shares is adjusted, as herein provided, the Company shall cause the Warrant Agent promptly to mail by first class mail, postage prepaid, to each Holder notice of such adjustment or adjustments and shall deliver to the Warrant Agent a certificate of a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants employed by the Company) to complete such adjustment in accordance with the terms of this Agreement and prepare a certificate setting forth the number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such certificate shall be conclusive evidence of the correctness of such adjustment. The Warrant Agent shall be entitled to rely on any such certificate delivered pursuant to this Section 10.04 and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same, from time to time, to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holders to determine whether any facts exist which may require any adjustment of the Warrant Price or the number of Warrant Shares or other stock or property purchasable on exercise thereof, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment. (b) Notwithstanding the foregoing, whenever the number of Warrant Shares purchasable upon the exercise of each Warrant or the Warrant Price of such shares is adjusted, as herein provided, to an extent that such adjustment is equal to or greater than 1% of the Warrant Price in effect prior to such adjustment, but is less than 5% of the Warrant Price in effect prior to such adjustment, the Company shall deliver to the Warrant Agent a certificate setting forth the number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price of such Warrant Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Notice of any such adjustment or adjustments shall be given to each Holder but a certificate of a firm of independent accountants shall not be required. At the time that such adjustments shall, in the aggregate, be equal to or greater than 5% of the Warrant Price in effect prior to all such adjustments, the aggregate of such adjustments shall be treated in the manner provided in Section 10.04(a). SECTION 10.05. NO ADJUSTMENT OF DIVIDENDS. Except as provided in Section 10.01, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant. SECTION 10.06. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrant Agent an agreement that (i) each Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action, or (ii) in the event that all of the property to which a Holder would be entitled to receive in such an action had such Warrant been exercised immediately prior to such action is cash, then upon surrender of a certificate representing Warrants each Holder shall be entitled to receive cash in the amount of the difference between the amount which such Holder would have paid to exercise such Warrants in full at the Warrant Price in effect immediately prior to such action and the amount of cash which he would have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the term of a Warrant or upon the exercise of a Warrant. The Company shall mail by first class mail, postage prepaid, to each Holder, notice of the execution of any such agreement. Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 10. The provisions of this Section 10.06 shall similarly apply to successive consolidations, mergers, sales, transfers or leases. The Warrant Agent shall be under no duty or responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. SECTION 10.07. STATEMENT ON WARRANTS. Irrespective of any adjustments in the Warrant Price or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement. SECTION 11. FRACTIONAL INTERESTS. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 11, be issuable on the exercise of any Warrant (or specified portion thereof), the Warrant Agent shall pay, upon receipt of good funds from the Company, an amount in cash equal to the closing price for one share of the Common Stock, as defined in paragraph (d) of Section 10.01, on the trading day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction. SECTION 12. NO RIGHTS AS STOCKHOLDERS; NOTICES TO HOLDERS. Nothing contained in this Agreement or in any of the Warrants shall be construed as conferring upon the Holders or their transferees the right to vote or to receive dividends or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company. If, however, at any time prior to the expiration of the Warrants and prior to their exercise, any of the following events shall occur: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend as to which no adjustment in the Warrant Price is to be made as herein provided) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereof; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, transfer or lease of all or substantially all of its property, assets, and business as an entirety) shall be proposed; then in any one or more of said events the Company shall (a) give notice in writing of such event to the Warrant Agent and the Holders as provided in Section 18 hereof and (b) cause notice of such event to be published once in THE WALL STREET JOURNAL, such giving of notice and publication to be completed at least 20 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to publish or mail such notice or any defect therein or in the publication or mailing thereof shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or such proposed dissolution, liquidation or winding up. SECTION 13. DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS; INSPECTION OF WARRANT AGREEMENT. The Warrant Agent shall account to the Company with respect to Warrants exercised two business days thereafter and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its principal office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. SECTION 14. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the shareholder services business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section 16 hereof. In case at the time such successor to the Warrants Agent shall succeed to the agency created by this Agreement, any of the Warrants shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrants so countersigned; and in case at that time any of the Warrants shall not have been so countersigned, any successor to the Warrant Agent may countersign such Warrants either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrants shall have the full force provided in the Warrants and in this Agreement. In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrants so countersigned; and in case at that time any of the Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants whether in its prior name or in its changed name; and all such Warrants shall have the full force provided in the Warrants and in this Agreement. SECTION 15. CONCERNING THE WARRANT AGENT. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound. SECTION 15.01. CORRECTNESS OF STATEMENTS. The statements contained herein and in the Warrants shall be taken as statements of the Company and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. The Warrant Agent will have no obligation to make payment with respect to any Warrants presented unless it shall have been provided by the Company with the necessary funds to pay in full all amounts payable with respect thereto. SECTION 15.02. BREACH OF COVENANTS. the Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant to be complied with by the Company. SECTION 15.03. PERFORMANCE OF DUTIES. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct or negligence of any agent appointed with due care. SECTION 15.04. RELIANCE ON COUNSEL. The Warrant Agent may consult at any time with legal counsel satisfactory to it and the Company (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel. SECTION 15.05. PROOF OF ACTIONS TAKEN. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board, Chief Executive Officer or President, a Vice President, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. SECTION 15.06. COMPENSATION; INDEMNITY. The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement in accordance with the fee schedule agreed to from time to time by the Company and the Warrant Agent, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature reasonably incurred by the Warrant Agent in the performance of its duties under this Agreement. The Company further agrees to indemnify and hold the Warrant Agent harmless against costs, expenses (including reasonable expenses of legal counsel), losses or damages, which, without gross negligence, willful misconduct or bad faith on the part of the Warrant Agent, may be paid, incurred or suffered by, or to which the Warrant Agent may become subject by reason of or as a result of the administration of its duties hereunder or by reason of or as a result of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Warrant Agent pursuant hereto, or as a result of defending its actions as Warrant Agent hereunder, including any claim against the Warrant Agent by any Holder. SECTION 15.07. LEGAL PROCEEDINGS. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants or the production thereof at any trial or other proceedings relative thereto, any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Holders, as their respect rights or interests may appear. SECTION 15.08. OTHER TRANSACTIONS IN SECURITIES OF COMPANY. The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants, or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. SECTION 15.09. LIABILITY OF WARRANT AGENT. The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith. SECTION 15.10. RELIANCE ON DOCUMENTS. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, documents or instrument reasonably believed by it to be genuine and to have been signed, set or presented by the proper party or parties. SECTION 15.11. VALIDITY OF AGREEMENT. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant (except its countersignature thereof); nor shall the Warrant Agent by any act hereunder be deemed to make any representations or warranty as to the authorization or reservation of any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Warrant Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. SECTION 15.12. INSTRUCTIONS FROM COMPANY. The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Secretary or the Treasurer of the Company, and to apply to such officer for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or officers. SECTION 16. CHANGE OF WARRANT AGENT. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company 30 days notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection of the Company), then any Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment as warrant agent a combined capital and surplus of at least $100,000,000. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, but the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver for further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the vent of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent. SECTION 17. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment of any subsequent transfer agent for the Common Stock, or any other shares of the Company's capital stock issuable upon the exercise of the Warrants, the Company will file with the Warrant Agent, a statement setting forth the name and address of such subsequent transfer agent. SECTION 18. NOTICES. Any notice pursuant to this Agreement by the Company or by any Holder to the Warrant Agent, or by the Warrant Agent or by any Holder to the Company, shall be in writing and shall be delivered in person or by facsimile transmission, or mailed first class, postage prepaid (a) to the Company, at its offices at 1300 PNC Center, 201 East Fifth Street, Cincinnati, Ohio 45202; or (b) the Warrant Agent, at its offices at 127 Public Square, Fifteenth Floor, Cleveland, Ohio 44114. Each party hereto may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice to the other party. Any notice mailed pursuant to this Agreement by the Company or the Warrant Agent to the Holders shall be in writing and shall be mailed first class, postage prepaid, or otherwise delivered to such Holders at their respective addresses on the books of the Warrant Agent. SECTION 19. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holder, in order to cure and ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not be inconsistent with the provisions of the Warrants and which shall not adversely affect the interests of the Holders. This Agreement shall not otherwise be modified, supplemented or altered in any respect except with the consent in writing of the Holders of Warrants representing not less than 50% of the Warrants then outstanding; and PROVIDED, FURTHER, that no change in (i) the number or nature of the securities purchasable upon the exercise of any Warrant, (ii) the Warrant Price or Call Price therefor, (iii) the Expiration Date or Call Date (if such change would have the effect of accelerating either such date), or (iv) the anti-dilution provisions of Section 10 hereof which would adversely affect the interests of any Holder shall be made without, in each case, the consent in writing of the Holder of the certificate representing such Warrant, other than such changes as are specifically prescribed by this Agreement as originally executed or are made in compliance with applicable law. SECTION 20. SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. SECTION 21. MERGER OR CONSOLIDATION OF THE COMPANY. The Company will not merge or consolidate with or into, or sell, transfer or lease all or substantially all of its property to, any other corporation unless the successor or purchasing corporation, as the case may be (if not the Company), shall expressly assume, by supplemental agreement satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. SECTION 22. APPLICABLE LAW. This Agreement and each Warrant issued hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflict of laws. SECTION 23. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Warrant Agent, and the Holders any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrants. SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. SECTION 25. CAPTIONS. The captions of the Sections of this Agreement have been inserted for convenience only and shall have no substantive effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. JACOR COMMUNICATIONS, INC., by /s/ Paul F. Solomon ----------------------- Title: Senior Vice President Attest: /s/ Jon M. Berry - ------------------ Assistant Secretary KEYCORP SHAREHOLDER SERVICES, INC., by /s/ Michael G. Lang ---------------------- Title: Vice President Attest: /s/ B. William Bedy - --------------------- Corporate Trust Officer EXHIBIT A TO THE WARRANT AGREEMENT VOID AFTER 5:00 P.M. EASTERN TIME, FEBRUARY 27, 2002 No. [ ] Warrants JACOR COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANTS This certifies that, for value received, or registered assigns (the "Holder"), is entitled to purchase from Jacor Communications, Inc., a Delaware corporation (the "Company"), at any time, at the purchase price of $40.00 per share (the "Warrant Price"), the number of shares of Common Stock, $0.01 par value per share, of the Company ("Common Stock"), equal to the number of Warrants shown above multiplied by the fraction [ ] (the "Fraction"). The Fraction, the number of shares purchasable upon exercise of the Warrants and the Warrant Price are subject to adjustment from time to time as set forth in the Warrant Agreement referred to below. Warrants may be exercised in whole or in part by presentation of this Warrant Certificate with the Purchase Form on the reverse side hereof duly executed, which signature shall be guaranteed by a firm which is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program, and simultaneous payment of the Warrant Price at the principal office of KeyCorp Shareholder Services, Inc., (the "Warrant Agent") in the City of Cleveland. Payment of such price shall be made at the option of the Holder hereof in cash or by certified or bank cashier's check drawn upon a bank chartered by the government of the United States or any state thereof. The Company shall have the right to redeem any or all of the Warrants at a price per Warrant equal to $12.00 multiplied by the Fraction, as adjusted from time to time as set forth in the Warrant Agreement, on or after three years after the Effective Time as defined in the Warrant Agreement. This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of , 1997, between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which the Holder of this Warrant Certificate by acceptance hereof consents. A copy of the Warrant Agreement may be obtained by the Holder hereof upon written request to the Company. Upon any partial exercise of the Warrants evidenced by this Warrant Certificate, there shall be countersigned and issued to the Holder hereof a new Warrant Certificate for the shares of Common Stock as to which the Warrants evidenced by this Warrant Certificate shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Warrant Agent by surrender of this Warrant Certificate properly endorsed either separately or in combination with one or more other Warrant Certificates for one or more new Warrant Certificates evidencing the right of the Holder thereof to purchase the same aggregate number of shares as were purchasable on exercise of the Warrants evidenced by the Warrant Certificate or Certificates exchanged. No fractional shares will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement. This Warrant Certificate is transferable at the office of the Warrant Agent in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder hereof may be treated by the Company, the Warrant Agent, and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, or to the transfer hereof on the books of the Company any notice to the contrary notwithstanding, and until such transfer on such books, the Company may treat the Holder thereof as the owner for all purposes. Neither the Warrants nor this Warrant Certificate entitle any Holder hereof to any of the rights of a stockholder of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. DATED: JACOR COMMUNICATIONS, INC., by --------------------- Title: Attest: - ------------------ Secretary COUNTERSIGNED: KEYCORP SHAREHOLDER SERVICES, INC., as Warrant Agent by --------------------------- Authorized Signature JACOR COMMUNICATIONS, INC. PURCHASE FORM (To be executed upon exercise of Warrant) Warrant Agent: The undersigned hereby irrevocably elects to exercise the right to purchase ______________ shares of Common Stock evidenced by the within Warrant Certificate, according to the terms and conditions thereof, and herewith makes payment of the purchase price n full by tendering cash or certified or bank cashier's check drawn upon a bank chartered by the government of the United States or any state thereof in the aggregate amount of $_____________. The undersigned requests that certificates for such shares of Common Stock shall be issued in the name of - ---------------------------------------------------------------------------- (Please print Name, Address and Social Security No.) - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- and, if said number of shares shall not be all the shares purchasable thereunder, that a New Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be issued in the name of the undersigned Warrantholder or his Assignee as below indicated and delivered to the address stated below. Dated: _______________________, ________ Name of Warrantholder or Assignee:__________________________________________ (Please Print) Address: ---------------------------------------------------------------------- ---------------------------------------------------------------------- Signature: -------------------------------------------- Signature Guaranteed: (The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless this Warrant Certificate has been assigned.) ASSIGNMENT (To be signed only upon assignment of Warrant Certificate) FOR VALUED RECEIVED, the undersigned hereby sells, assigns and transfers unto ---------------------------------------------------------------- - ------------------------------------------------------------------------------ (Name and Address of Assignee Must be Printer or Typewritten) the within Warrant Certificate, irrevocably constituting and appointing ___________________________________________, Attorney to transfer said Warrant Certificate on the books of the Company, with full power of substitution in the premises. DATED: Signature Guaranteed: Signature: ----------------------------------------- (The above signature must correspond with the name as written on the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever.) EX-10.1 5 1ST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (this "Amendment") to that certain Employment Agreement dated as of February 20, 1996, by and between Noble Broadcast Group, Inc., a Delaware corporation ("Noble") and John T. Lynch ("Lynch"), (the "Agreement"), is entered into as of December 20, 1996 by and between Jacor Communications, Inc., a Delaware corporation (the "Company") and Lynch. Unless specifically designated otherwise, the capitalized terms used herein shall have the same meanings ascribed to them in the Agreement. RECITALS A. On the Closing Date of the Stock Agreement, Noble assigned and the Company assumed all of Noble's rights and obligations under the Agreement. B. The Company's needs for the services to be provided by Lynch under the Agreement have changed since the execution thereof. C. The Company and Lynch desire to amend the Agreement in order to modify the rights and obligations of each of them thereunder, subject to their concurrent execution of a consulting agreement, as provided therein and herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. TERMINATION. On the date of execution of this Amendment (the "Termination Date"), the Agreement is hereby automatically terminated and the parties are hereby relieved of all duties, obligations and restrictions thereunder except as otherwise specifically provided in this Amendment or as specifically provided in any other written agreement between the parties, including without limitation the Consulting Agreement (defined below), the Stock Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. Without limiting the foregoing, after the Termination Date, the Company shall not be obligated to make any payments to Lynch under the Agreement including without limitation payments pursuant to Section 9.5.1 thereof 2. CONSULTING AGREEMENT. As a condition precedent to the effectiveness of this Amendment, the parties are concurrently entering into a consulting agreement in the form attached hereto as Exhibit A. - 1 - 3. HEALTH INSURANCE. As required by the Internal Revenue Code section 4980B ("COBRA"), Lynch and his qualified beneficiaries will receive a COBRA notice regarding the continuation of health insurance benefits following the signing of this Amendment. If Lynch and/or his qualified beneficiaries complete the paperwork to receive COBRA benefits, Lynch and his beneficiaries may obtain health insurance benefits pursuant to COBRA, at their sole expense, provided that Lynch and any of his qualified beneficiaries remain eligible for benefits pursuant to the eligibility rules of COBRA. 4. RELEASE BY LYNCH. Except for the obligations set forth herein, Lynch hereby forever releases and discharges the Company and its officers, directors, employees, agents, successors and assigns, and all related and subsidiary corporations or organizations and their officers, directors, agents, insurers, attorneys, successors and assigns ("Releasees"), from any and all losses, liability, claims, demands, causes of action, grievances or suits of every type directly or indirectly arising out of disputes under the Employment Agreement and/or Lynch's employment or separation from employment with the Company which in any manner relate to events, circumstances or acts occurring on or before the Termination Date. This includes, but is not limited to, any claims for unpaid salary or benefits (other than (i) amounts to be paid for the pay period immediately preceding the Termination Date and (ii) amounts to be paid for reimbursement of expenses incurred in the pay periods preceding the Termination Date (not to exceed the sum of $5,000), breach of express or implied contract, wrongful termination, violation of public policy, invasion of privacy, breach of the implied covenant of good faith and fair dealing, defamation, fraud, infliction of emotional distress, or employment discrimination or retaliatory conduct of any kind arising under federal or state law or constitutions, including without limitation the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, federal Americans with Disabilities Act of 1990, or the Age Discrimination in Employment Act of 1967, as amended. Lynch hereby acknowledges that all amounts required to be paid on or before the Termination Date, pursuant to Section 3.1 of the Agreement or otherwise pursuant to the employment relationship between Lynch and the Company have been paid other than (i) amounts to be paid for the pay period immediately preceding the Termination Date and (ii) amounts to be paid for reimbursement of expenses incurred in the pay periods preceding the Termination Date (not to exceed the sum of $5,000). Nothing herein shall be construed as a release or discharge by Lynch from any losses, liability, claims, demands, causes of action, grievances or suits arising out of any other agreement, including without limitation the Stock Agreement, the Consulting Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. 5. RELEASE BY THE COMPANY. The Company hereby forever releases and discharges Lynch from any and all losses, liability, claims, demands, causes of action, grievances or suits of any type directly arising out of the failure by Lynch to take any action or discharge any duty on or after July 15, 1996 and on or before the Termination Date relating to the obligations of Lynch under the Agreement. Nothing herein shall be construed as a release or discharge by the Company from any losses, liability, claims, demands, causes of action, grievances or suits arising out of disputes under any other agreement, including without limitation the Stock Agreement, the - 2 - Consulting Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. 6. WAIVER OF RIGHTS UNDER CIVIL CODE SECTION 1542. Each party expressly waives all of the benefits and rights pursuant to Civil Code Section 1542, which provides and reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 7. NO PROSECUTION OF ACTION. Lynch hereby represents and warrants that he has not filed or caused to be filed against Releasees any complaint with an administrative agency or any lawsuit. Each party irrevocably and absolutely agrees not to prosecute nor allow to be prosecuted on his or its behalf, before any arbitrator, in any administrative agency, whether local or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released in Sections 4 and 5 above; it being an intention of the parties that with the execution by each party of this Amendment, the other party (and in the case of the Company, Releasees) will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of the other discharged herein. Each party agrees that this Amendment will constitute a complete defense to any released claim of any kind brought by it or on its behalf. 8. OFFICE; SECRETARIAL SUPPORT OFFICE FURNITURE/EQUIPMENT. From the Termination Date until and including January 1, 1997, the Company shall provide Lynch with the same or similar office space and secretarial support that was provided immediately prior to the Termination Date. On or before January 1, 1997, Lynch will vacate the office located at 4891 Pacific Highway, San Diego, California and will cause all of his personal property to be removed. The Company hereby assigns, transfers, delivers and conveys to Lynch all right, title, and interest of the Company in and to all office furniture and equipment located in the second floor executive suite at 4891 Pacific Highway, as listed on Exhibit B attached hereto. 9. VOLUNTARY EXECUTION OF AMENDMENT. Lynch acknowledges and agrees that he has read and understands the terms of this Amendment; that he has been given a full opportunity to consult with a lawyer with respect to the matters referenced in this Amendment, and that Lynch has obtained and considered such legal counsel as he deems necessary, such that Lynch is entering into this Amendment, freely, knowingly and voluntarily; and that he has been given at least twenty-one (21) days in which to consider whether or not to enter into this Amendment. The release by Lynch described in Section 4 herein shall not become effective or enforceable until seven (7) days after Lynch signs this Amendment. In order to revoke this Amendment within the seven (7) day period after its execution, Lynch must deliver a written letter of revocation to the Manager of Human Resources of the Company. - 3 - 10. RESIGNATION; NOT AN OFFICER. Lynch hereby resigns from any and all positions of employment with the Company and any Releasee. Lynch further hereby resigns as an officer of the Company, and the parties hereby acknowledge that as of the Termination Date, Lynch is not an officer or director of the Company or any Releasee. The parties agree to promptly take whatever action may be necessary under the bylaws of the Company to effectuate or memorialize this section. 11. SURVIVAL. Notwithstanding the termination of the Agreement on the Termination Date, the parties agree that all obligations set forth in this Amendment shall survive such termination. 12. COUNTERPART. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart. 13. NO ADMISSIONS. By entering into this Amendment, the parties make no admission that they, or the Releasees, have engaged in or are now engaging in any unlawful conduct or employment practice. It is understood and agreed between the parties that this Amendment is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding. 14. NO FUTURE EMPLOYMENT. Lynch agrees that he will not seek future employment with, nor need he be considered for any future openings with, the Company, or any division thereof, or any parent, subsidiary or related corporation or entity. 15. ARBITRATION. The parties agree to resolve any disputes which arise under the Agreement, as amended hereby, including any dispute relating to the interpretation of the Agreement, by arbitration. The arbitration shall be final and binding upon the parties. Except as provided by this Amendment, any arbitration shall be in accordance with the then-current Employment Dispute Resolution procedures and rules of the American Arbitration Association ("AAA"), and before a single arbitrator. The arbitration shall take place in San Diego, California. a. The parties will select an arbitrator by requesting a list of five (5) arbitrators from the AAA. Each party will strike names alternately from the list and the one remaining name will be the "Arbitrator." This procedure must be completed within fifteen (15) days of the mailing of the list by AAA. b. Either party may bring an action in any Ohio or California court of competent jurisdiction to compel arbitration under the Agreement, as amended hereby, and to enforce an arbitration award. - 4 - c. Lynch and the Company will share equally the fees and costs of the Arbitrator. Each party will deposit funds or post other appropriate security for its share of the Arbitrator's fee, in an amount and manner determined by the Arbitrator, ten (10) days before the first day of hearing. 16. WAIVER OF BREACH AND SEVERABILITY. The waiver by either party to this Amendment of a breach of any provision of this Amendment by the other party shall not operate or be construed as a waiver of any subsequent breach of said other party. In the event any provision of this Amendment is found to be invalid or unenforceable, it may be severed from this Amendment and the remaining provisions of this Amendment shall continue to be binding and effective. 17. ENTIRE AGREEMENT; CONFLICT. The Agreement, as amended hereby, contains the entire agreement of the parties respecting, and supersedes any prior understandings and agreements between them respecting, the subject matter of the Agreement, as amended hereby, except as otherwise specifically provided in the Consulting Agreement. The Agreement, as amended hereby, may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, release, abandonment or discharge is sought. 18. BINDING AGREEMENT AND GOVERNING LAW. The Agreement, as amended hereby, may not be assigned by a party without the prior written consent of the other party. The Agreement, as amended hereby, shall be binding upon and shall inure to the benefit of the parties and their permitted successors in interest and shall be construed in accordance with and governed by the laws of the State of Ohio. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. JACOR COMMUNICATIONS, INC., "LYNCH" a Delaware corporation By: /s/ Robert L. Lawrence /s/ John T. Lynch ------------------------------------- ----------------------------------- Robert L. Lawrence JOHN T. LYNCH President & Chief Operating Officer - 5 - EXHIBIT A CONSULTING AGREEMENT - 6 - EXHIBIT B OFFICE FURNITURE AND EQUIPMENT EQUIPMENT OFFICE - --------- ------ One Xerox 620 Memorywriter Chris One Brother Typewriter Denise Two Texas Instruments Calculator Chris/Denise One Calculator Frank One Canon Calculator John Two Hewlett Packard Laserjet Fax Chris/Denise One Electric 3-hole punch Chris/Denise One Inkjet printer Accounting One Hewlett Packard Computer Chris One Hewlett Packard Laserjet Printer Chris FURNITURE - --------- One Secretarial Desk with return Denise One Secretarial Desk with return/credenza Chris One FireKing filing cabinet Chris Three 4-drawer lateral filing cabinets Chris Three 4-drawer lateral filing cabinets Denise Two Small wood/fabric guest chairs Chris One Small bookcase Denise One Large leather executive chair John One Burgundy fabric/wood couch John Four Burgundy fabric/wood large chairs John One Marble coffee table John One Depsthre lithograph (golf course) John One Rothe lithograph (horses) John One Executive desk and return/credenza Frank One Desk chair Frank One End table Frank Two Small burgundy guest chairs Frank Two Bookcases Frank One Purple couch Frank One Executive Desk and return/credenza Empty office in executive suite One Executive chair Empty office in executive suite One End table Empty office in executive suite One Bookcase Empty office in executive suite One Small burgundy sofa Lobby of executive suite Two Burgundy fabric chairs Lobby of executive suite Two End tables Lobby of executive suite Trees and plants In executive suite - 7 - EX-10.2 6 CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of December 20 , 1996, by and between Jacor Communications, Inc. a Delaware corporation (the "Corporation") and John T. Lynch ("Consultant"). RECITALS A. The Corporation and Consultant are parties to that certain Employment Agreement dated February 20, 1996 (the "Employment Agreement"), scheduled to terminate on September 15, 1999. B. Concurrently with the execution of this Agreement, the parties are amending the Employment Agreement to terminate on the date immediately preceding the Commencement Date (defined below). C. Consultant would not have agreed to amend the Employment Agreement but for the Corporation's execution of this Agreement. D. The Corporation desires to retain Consultant as a consultant and Consultant desires to provide consulting services to the Corporation as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. CONSULTING SERVICES. The Corporation hereby engages Consultant to serve as a consultant to the Corporation, and Consultant hereby accepts such engagement, all in accordance with and subject to the terms and conditions contained herein. Consultant hereby agrees to consult with the Corporation as reasonably requested on matters relating to the sports programming broadcast on XTRA-AM, and the cross-border operations of that station and XTRA-FM (the "Services"). Consultant shall perform the Services in accordance with the reasonable request of the Corporation in a professional and businesslike manner, and in accordance with all applicable laws. Consultant shall exercise diligence and shall devote such time and effort as is reasonably required to properly and timely perform the Services. 2. CONSULTING FEE. During the Term (defined below), the Corporation shall compensate Consultant for the Services rendered hereunder in accordance with the schedule attached hereto as EXHIBIT A and made a part hereof. In addition, the Corporation shall pay Consultant for the Services rendered hereunder, the gross sum of $26,200 per month for the -1- period commencing on the Commencement Date and ending on December 31, 1996, inclusive, payable in arrears, twice per month, and prorated based on a 30-day month. The Corporation shall also pay or reimburse Consultant for all travel and out-of-pocket expenses reasonably incurred or paid by Consultant in connection with the performance of the Services, upon presentation of expense statements or receipts or such other supporting documentation as the Corporation may reasonably require. All such expenses shall be consistent with the Corporation's policy regarding expenses for its independent contractors. 3. INDEPENDENT CONTRACTOR. It is expressly understood by the parties hereto that Consultant shall be an independent contractor and not an employee of the Corporation. Consultant shall not be an agent of the Corporation and shall have no authority to act for or bind the Corporation and he shall not represent such authority to third parties. The Corporation shall have no control over or right to control or direct the business of Consultant or the manner in which Consultant approaches and performs the Services, except as provided in Section 1 above. As an independent contractor, Consultant specifically understands that he shall not be treated as an employee of the Corporation for purposes of employment benefits, social security benefits and taxes, any other employment taxes, or unemployment and worker's compensation benefits, except as otherwise specifically provided in the Employment Agreement, as amended. Consultant shall be liable for any and all federal and state income and employment taxes and worker's compensation insurance. The Corporation shall treat Consultant as an independent contractor for purposes of filing any information returns which may be required pursuant to the Internal Revenue Code of 1986, as amended, or any state law tax. Consultant shall indemnify, defend and hold the Corporation harmless from and against any costs incurred by the Corporation arising directly out of the Corporation's failure to withhold taxes from payments made to Consultant hereunder. 4. TERM. The term of this Agreement (the "Term") shall commence on the date immediately following the date of execution of this Agreement (the "Commencement Date") and shall terminate January 1, 1998. The parties acknowledge that the quality and extent of the services to be provided by Consultant hereunder are inherently subjective, and as a result the parties agree that under no circumstances may Corporation terminate its obligations hereunder. 5. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail as follows: In the case of the Corporation, if addressed to: Jacor Communications, Inc. 1300 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 Attention: Randy Michaels -2- with a copy to: Graydon Head & Ritchey 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 Attention: John J. Kropp, Esq. In the case of Consultant, if addressed to: John T. Lynch 1508 Uno Verde Court Solana Beach, California 92075 with a copy to: Gray Cary Ware & Freidenrich 401 B Street, Suite 1700 San Diego, California 92101-4297 Attention: J. Terence O'Malley, Esq. 6. ARBITRATION. The parties agree to resolve any disputes which arise under this Agreement, including any dispute relating to the interpretation of this Agreement, by arbitration. The arbitration shall be final and binding upon the parties. Except as provided by this Agreement, any arbitration shall be in accordance with the then-current Employment Dispute Resolution procedures and rules of the American Arbitration Association ("AAA"), and before a single arbitrator. The arbitration shall take place in San Diego, California. a. The parties will select an arbitrator by requesting a list of five (5) arbitrators from the AAA. Each party will strike names alternately from the list and the one remaining name will be the "Arbitrator." This procedure must be completed within fifteen (15) days of the mailing of the list by AAA. b. Either party may bring an action in any Ohio or California court of competent jurisdiction to compel arbitration under this Agreement, and to enforce an arbitration award. c. Consultant and the Corporation will share equally the fees and costs of the Arbitrator. Each party will deposit funds or post other appropriate security for its share of the Arbitrator's fee, in an amount and manner determined by the Arbitrator, ten (10) days before the first day of hearing. 7. WAIVER OF BREACH AND SEVERABILITY. The waiver by the Corporation of a breach -3- of any provision of this Agreement by Consultant shall not operate or be construed as a waiver of any subsequent breach of Consultant. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement and the remaining provisions of the Agreement shall continue to be binding and effective. 8. ENTIRE AGREEMENT; CONFLICT. This Agreement contains the entire agreement of the parties respecting, and supersedes any prior understandings and agreements between them respecting the subject matter of this Agreement, except as otherwise specifically provided in the Employment Agreement, as amended. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, release, abandonment or discharge is sought. 9. BINDING AGREEMENT AND GOVERNING LAW. This Agreement may not be assigned by a party without the prior written consent of the other parties. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors in interest and shall be construed in accordance with and governed by the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above. "CORPORATION" "CONSULTANT" JACOR COMMUNICATIONS, INC., a Delaware corporation By: /S/ Robert L. Lawrence /S/ John T. Lynch ----------------------------------- --------------------------- Robert L. Lawrence JOHN T. LYNCH President & Chief Operating Officer -4- - ---------------------------------------------- - ---------------------------------------------- EXHIBIT A PAYMENT PAYMENT DATE AMOUNT DUE ------- ------------ ---------- - ---------------------------------------------- 1. Jan 15, 1997 $13,100 - ---------------------------------------------- 2. Jan 31, 1997 $13,100 - ---------------------------------------------- 3. Feb 15, 1997 $13,100 - ---------------------------------------------- 4. Feb 28, 1997 $13,100 - ---------------------------------------------- 5. Mar 15, 1997 $13,100 - ---------------------------------------------- 6. Mar 31, 1997 $13,100 - ---------------------------------------------- 7. Apr 15, 1997 $13,100 - ---------------------------------------------- 8. Apr 30, 1997 $13,100 - ---------------------------------------------- 9. May 15, 1997 $13,100 - ---------------------------------------------- 10. May 31, 1997 $13,100 - ---------------------------------------------- 11. Jun 15, 1997 $13,100 - ---------------------------------------------- 12. Jun 30, 1997 $13,100 - ---------------------------------------------- 13. Jul 15, 1997 $13,100 - ---------------------------------------------- 14. Jul 31, 1997 $13,100 - ---------------------------------------------- 15. Aug 15, 1997 $13,100 - ---------------------------------------------- 16. Aug 31, 1997 $13,100 - ---------------------------------------------- 17. Sep 15, 1997 $13,100 - ---------------------------------------------- 18. Sep 30, 1997 $13,100 - ---------------------------------------------- 19. Oct 15, 1997 $13,100 - ---------------------------------------------- 20. Oct 31, 1997 $13,100 - ---------------------------------------------- 21. Nov 15, 1997 $13,100 - ---------------------------------------------- 22. Nov 30, 1997 $13,100 - ---------------------------------------------- 23. Dec 15, 1997 $13,100 - ---------------------------------------------- 24. Jan 2, 1998 $551,987.71 - ---------------------------------------------- Total $853,287.71 - ---------------------------------------------- - ---------------------------------------------- EX-10.3 7 1ST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (this "Amendment") to that certain Employment Agreement dated as of February 20, 1996, by and between Noble Broadcast Group, Inc., a Delaware corporation ("Noble") and Frank A. De Francesco ("De Francesco"), (the "Agreement"), is entered into as of December 20, 1996 by and between Jacor Communications, Inc., a Delaware corporation (the "Company") and De Francesco. Unless specifically designated otherwise, the capitalized terms used herein shall have the same meanings ascribed to them in the Agreement. RECITALS A. On the Closing Date of the Stock Agreement, Noble assigned and the Company assumed all of Noble's rights and obligations under the Agreement. B. The Company's needs for the services to be provided by De Francesco under the Agreement have changed since the execution thereof. C. The Company and De Francesco desire to amend the Agreement in order to modify the rights and obligations of each of them thereunder, as provided therein and herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, of the mutual promises, covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. TERMINATION. On the date of execution of this Amendment (the "Termination Date"), the Agreement is hereby automatically terminated and the parties are hereby relieved of all duties, obligations and restrictions thereunder except as otherwise specifically provided in this Amendment or as specifically provided in any other written agreement between the parties, including without limitation the Stock Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. 2. REMUNERATION. From the Termination Date through and including December 31, 1996, the Company shall pay to De Francesco (or his estate or designated beneficiary in the event of his death), without any discount or offset other than applicable withholding amounts, the amounts and provide the benefits described in Section 3 of the Agreement. On January 2, 1997, the Company shall pay to De Francesco (or to his estate or designated beneficiary in the event of his death), without any discount or offset other than applicable withholding amounts, as a lump sum a gross payment (before any applicable withholding amounts) of $328,250, which constitutes the parties' agreed calculation of an amount equal to all unpaid amounts accrued under Section 3.1 of the Agreement plus the total amount of all additional payments otherwise contemplated under Section 3.1 of the Agreement for the entire originally contemplated term from January 1, - 1 - 1997 through and including September 15, 1999. Without limiting the foregoing, after the Termination Date, the Company shall not be obligated to make any other payments to De Francesco under the Agreement including without limitation payments pursuant to Section 9.5.1 thereof. 3. HEALTH INSURANCE. As required by the Internal Revenue Code section 4980B ("COBRA"), De Francesco and his qualified beneficiaries will receive a COBRA notice regarding the continuation of health insurance benefits following the signing of this Amendment. If De Francesco and/or his qualified beneficiaries complete the paperwork to receive COBRA benefits, the Company agrees to pay the COBRA health insurance benefits premiums for De Francesco and his qualified beneficiaries for up to twelve (12) months provided De Francesco and any of his qualified beneficiaries remain eligible for COBRA during such twelve (12) month period. COBRA eligibility rules will govern, and if De Francesco and/or his qualified beneficiaries lose eligibility during such twelve (12) month period, then the Company's obligation under this paragraph for such person will terminate. 4. RELEASE BY DE FRANCESCO. Except for the obligations set forth herein, De Francesco hereby forever releases and discharges the Company and its officers, directors, employees, agents, insurers, attorneys, successors and assigns, and all related and subsidiary corporations or organizations and their officers, directors, agents, successors and assigns ("Releasees"), from any and all losses, liability, claims, demands, causes of action, grievances or suits of every type directly or indirectly arising out of disputes under the Employment Agreement and/or De Francesco's employment or separation from employment with the Company which in any manner relate to events, circumstances or acts occurring on or before the Termination Date. This includes, but is not limited to, any claims for unpaid salary or benefits (other than (i) base salary to be paid for the pay period immediately preceding the Termination Date and (ii) amounts to be paid for reimbursement of expenses incurred in the pay periods preceding the Termination Date (not to exceed the sum of $2,500), breach of express or implied contract, wrongful termination, violations of public policy, invasion of privacy, breach of the implied covenant of good faith and fair dealing, defamation, fraud, infliction of emotional distress, or employment discrimination or retaliatory conduct of any kind arising under federal or state law or constitutions, including without limitation the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, federal Americans with Disabilities Act of 1990, or the Age Discrimination in Employment Act of 1967, as amended. De Francesco hereby acknowledges that all amounts required to be paid on or before the Termination Date, pursuant to Section 3.1 of the Agreement or otherwise pursuant to the employment relationship between De Francesco and the Company have been paid other than (i) base salary to be paid for the pay period immediately preceding the Termination Date and (ii) amounts to be paid for reimbursement of expenses incurred in the pay periods preceding the Termination Date (not to exceed the sum of $2,500). Nothing herein shall be construed as a release or discharge by De Francesco from any losses, liability, claims, demands, causes of action, grievances or suits arising out of any other agreement, including without limitation the Stock Agreement, the - 2 - Consulting Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. 5. RELEASE BY THE COMPANY. The Company hereby forever releases and discharges De Francesco from any and all losses, liability, claims, demands, causes of action, grievances or suits of any type directly arising out of the failure by De Francesco to take any action or discharge any duty on or after July 15, 1995 and before the Termination Date relating to the obligations of De Francesco under the Agreement. Nothing herein shall be construed as a release or discharge by the Company from any losses, liability, claims, demands, causes of action, grievances or suits arising out of any other agreement, including without limitation the Stock Agreement, the Consulting Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. 6. WAIVER OF RIGHTS UNDER CIVIL CODE SECTION 1542. Each party expressly waives all of the benefits and rights pursuant to Civil Code Section 1542, which provides and reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 7. NO PROSECUTION OF ACTION. De Francesco hereby represents and warrants that he has not filed or caused to be filed against Releasees any complaint with an administrative agency or any lawsuit. Each party irrevocably and absolutely agrees not to prosecute nor allow to be prosecuted on his behalf, before any arbitrator, in any administrative agency, whether local or state, or in any court, whether federal or state, any claim or demand of any type related to the matters released in Sections 4 and 5 above; it being an intention of the parties that with the execution by each party of this Amendment, the other party (and in the case of Company, Releasees) will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of the other discharged herein. Each party agrees that this Amendment will constitute a complete defense to any released claim of any kind brought by it or on its behalf. 8. OFFICE; SECRETARIAL SUPPORT. From the Termination Date until and including January 1, 1997, the Company shall provide De Francesco with the same or similar office space and secretarial support that was provided immediately prior to the Termination Date. On or before January 1, 1997, De Francesco will vacate the office located at 4891 Pacific Highway, San Diego, California and will cause all of his personal property to be removed. 9. VOLUNTARY EXECUTION OF AMENDMENT. De Francesco acknowledges and agrees that he has read and understands the terms of this Amendment; that he has been given a full opportunity to consult with a lawyer with respect to the matters referenced in this Amendment, and that De Francesco has obtained and considered such legal counsel as he deems necessary, - 3 - such that De Francesco is entering into this Amendment, freely, knowingly and voluntarily; and that he has been given at least twenty-one (21) days in which to consider whether or not to enter into this Amendment. The release by De Francesco described in Section 4 herein shall not become effective or enforceable until seven (7) days after De Francesco signs this Amendment. In order to revoke this Amendment within the seven (7) day period after its execution, De Francesco must deliver a written letter of revocation to the Manager of Human Resources of the Company. 10. RESIGNATION; NOT AN OFFICER. De Francesco hereby resigns from any and all positions of employment with the Company and any Releasee. De Francesco further hereby resigns as an officer of the Company, and the parties hereby acknowledge that as of the Termination Date, De Francesco is not an officer of the Company or any Releasee. The parties agree to promptly take whatever action may be necessary under the bylaws of the Company to effectuate or memorialize this section. 11. SURVIVAL. Notwithstanding the termination of the Agreement on the Termination Date, the parties agree that all obligations set forth in this Amendment shall survive such termination. 12. COUNTERPART. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart. 13. NO ADMISSIONS. By entering into this Amendment, the parties make no admission that they, or the Releasees, have engaged in or are now engaging in any unlawful conduct or employment practice. It is understood and agreed between the parties that this Amendment is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding. 14. NO FUTURE EMPLOYMENT. De Francesco agrees that he will not seek future employment with, nor need he be considered for any future openings with, the Company, or any division thereof, or any parent, subsidiary or related corporation or entity. 15. ARBITRATION. The parties agree to resolve any disputes which arise under the Agreement, as amended hereby, including any dispute relating to the interpretation of the Agreement, by arbitration. The arbitration shall be final and binding upon the parties. Except as provided by this Amendment, any arbitration shall be in accordance with the then-current Employment Dispute Resolution procedures and rules of the American Arbitration Association ("AAA"), and before a single arbitrator. The arbitration shall take place in San Diego, California. a. The parties will select an, arbitrator by requesting a list of five (5) arbitrators from the AAA. Each party will strike names alternately from the list and the one remaining name will be the "Arbitrator." This procedure must be completed within fifteen (15) days of the mailing of the - 4 - list by AAA. b. Either party may bring an action in any Ohio or California court of competent jurisdiction to compel arbitration under the Agreement, as amended hereby, and to enforce an arbitration award. c. De Francesco and the Company will share equally the fees and costs of the Arbitrator. Each party will deposit funds or post other appropriate security for its share of the Arbitrator's fee, in an amount and manner determined by the Arbitrator, ten (10) days before the first day of hearing. 16. WAIVER OF BREACH AND SEVERABILITY. The waiver by either party to this Amendment of a breach of any provision of this Amendment by the other party shall not operate or be construed as a waiver of any subsequent breach of said other party. In the event any provision of this Amendment is found to be invalid or unenforceable, it may be severed from this Amendment and the remaining provisions of this Amendment shall continue to be binding and effective. 17. ENTIRE AGREEMENT; CONFLICT. The Agreement, as amended hereby, contains the entire agreement of the parties respecting, and supersedes any prior understandings and agreements between them respecting, the subject matter of the Agreement, as amended hereby. The Agreement, as amended hereby, may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, release, abandonment or discharge is sought. 18. BINDING AGREEMENT AND GOVERNING LAW. The Agreement, as amended hereby, may not be assigned by a party without the prior written consent of the other party. The Agreement, as amended hereby, shall be binding upon and shall inure to the benefit of the parties and their permitted successors in interest and shall be construed in accordance with and governed by the laws of the State of Ohio. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. JACOR COMMUNICATIONS, INC., "De Francesco" a Delaware corporation By: /S/ ROBERT L. LAWRENCE /S/ FRANK A. DE FRANCESCO ---------------------------------- ---------------------------------- Robert L. Lawrence FRANK A. DE FRANCESCO President & Chief Operating Officer - 5 - EX-10.4 8 EMPLYMT AGRMNT DATED AS OF JAN 17, 1997 SOLOMON January 17, 1997 Paul F. Solomon, Esq. Graydon, Head & Ritchey 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 Dear Paul: Jacor Communications, Inc. and its subsidiaries (collectively, the "Company") hereby extend an offer of employment to you on the following terms: Position: Senior Vice President - General Counsel. In such capacity, you shall perform such functions as are reasonably incident to such position, and shall otherwise perform such functions as the Board of Directors or senior executive officers of the Company may reasonably determine commensurate with your skill and professional status as an attorney. Your employment location shall be in the Greater Cincinnati, Ohio/Northern Kentucky area throughout your employment with the Company. Although it may be necessary for you to travel out-of-town on occasion as part of your employment, such travel will not be required as a routine part of your duties. Start Date: You will start your employment with the Company at a mutually acceptable date, but not later than on February 10,1997. Base Salary: Not less than $215,000 per annum, to be reviewed periodically (but not less than annually) and increased as deemed appropriate by the Board of Directors or its Compensation Committee. Bonus: Full participation in such bonus programs as may be provided by the Company to its executive employees in general; such bonus plan currently calls for bonuses of 50% of Base Salary if certain Company performance goals are attained. Such participation shall commence in calendar year 1997. Stock Options: On the Start Date, you will be granted options to purchase between 20,000-25,000 shares of the Company's common stock. The option price for such shares shall not be greater than the average closing price of Company's common stock (as quoted on NASDAQ) during the 30 days preceding the date hereof. Such options shall vest as follows: 25% shall vest on the Start Date, and 25% shall vest on each of the first three anniversaries of the Start Date. The undersigned and Bobby Lawrence will recommend to the Board of Directors or its Compensation Committee that such number of option shares be set at no less than 25,000, and that the option price be set as low as legally permissible. You will be entitled to such future grants of stock options as shall be determined by the Board of Directors or its Compensation Committee. Benefits: Full participation in such insurance and fringe benefit programs as may be provided by the Company to its employees in general (health insurance, disability insurance, life insurance, D&O insurance, 401(k) plan and other wise), and its executive employees in particular. The company shall pay for your dues and membership fees for the Cincinnati, Ohio and American (and if appropriate, Northern Kentucky and Kentucky) Bar Associations. In addition, the Company will at its cost provide you with a cellular phone and reimburse you for the use thereof on the Company's behalf. Continuing Education: You shall be permitted to devote sufficient time each year, at the Company's cost, to attend seminars to satisfy the continuing legal education requirements to maintain your license to practice law in Ohio, and if appropriate, Kentucky and to otherwise develop practice areas that would enhance your ability to perform your duties for the Company. Vacation: You shall be permitted to take up to four (4) weeks of paid vacation each calendar year. Term/ Termination: Your employment with the Company shall be at-will, and may be terminated by the Company or by you with or without cause; provided, however, that in the event your employment with the Company is terminated by the Company for any reason other than (a) commission of a material act by you against the Company which amounts to fraud or embezzlement, or (b) actions by you which constitute a material breach by you of your obligations hereunder (provided that you will be afforded notice and a reasonable time and opportunity to cure any such acts or bread), then (i) the Company shall immediately upon notice of such termination pay you in one lump sum an amount equal to the aggregate compensation paid to you during the one year period ending on the date of such termination (provided that such amount shall in no event be less than your annual base salary at such time); and (ii) all stock options that have theretofore been granted to you shall fully vest immediately upon notice of such termination (rather than in accordance with the vesting schedule set forth above in "Stock Options"). Assignment: This Agreement shall not be assignable by either you or the Company without the prior mutual agreement of you and the Company. JACOR COMMUNICATIONS, INC. By: /s/ Randy Michaels --------------------------- Randy Michaels, Chief Executive Officer ACCEPTED AND AGREED /s/ Paul F. Solomon - -------------------------- Paul F. Solomon Date: January 17, 1997 EX-10.5 9 AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (this "Amendment") to the First Amendment to Employment Agreement (the "First Amendment") dated as of December 20, 1996, by and between Frank A. De Francesco ("De Francesco") and Jacor Communications, Inc., a Delaware corporation (the "Company"), is entered into as of December 20, 1996, by and between De Francesco and Company. Unless specifically designated otherwise, the capitalized terms used herein shall have the same meanings ascribed to them in the First Amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. TERMINATION. Paragraph 1 of the First Amendment is hereby deleted in its entirety and replaced with the following: "TERMINATION. On the date of execution of this Amendment and except as otherwise provided herein (the "Termination Date"), the Agreement is hereby automatically terminated and the parties are hereby relieved of all duties, obligations and restrictions thereunder except as otherwise specifically provided in this Amendment or as specifically provided in any other written agreement between the parties, including without limitation the Stock Agreement, and, as defined in the Stock Agreement, the Indemnification Agreement and the Escrow Agreement. Notwithstanding the preceding sentence, De Francesco's last day of employment by the Company shall be January 2, 1997. De Francesco shall be entitled to participate in the Jacor Communications, Inc. Retirement Plan for the period of his employment in 1997 but shall not be entitled to any additional employee benefits as a result of his employment in January, 1997." 2. REMUNERATION. Paragraph 2 of the First Amendment is hereby deleted in its entirety and replaced with the following: "REMUNERATION. From the Termination Date through and including December 31, 1996, the Company shall pay to De Francesco (or his estate or designated beneficiary in the event of his death), without any discount or offset other than applicable withholding amounts, the amounts and provide the benefits described in Section 3 of the Agreement. On January 2, 1997, the Company shall pay to De Francesco (or to his estate or designated beneficiary in the event of his death), -1- without any discount or offset other than applicable tax withholding amounts and a 401(k) contribution for the 1997 plan year in the amount of $9,500 (subject to a matching contribution by the Company of $3,200), as a lump sum a gross payment (before any applicable tax withholding amounts) of $325,050, which constitutes the parties' agreed calculation of an amount equal to all unpaid amounts accrued under Section 3.1 of the Agreement plus the total amount of all additional payments otherwise contemplated under Section 3.1 of the Agreement for the entire originally contemplated term from January 1, 1997 through and including September 15, 1999. Without limiting the foregoing, after the Termination Date, the Company shall not be obligated to make any other payments to De Francesco under the Agreement including without limitation payments pursuant to Section 9.5.1 thereof." 3. FULL FORCE AND EFFECT. Except as set forth in this Amendment, the First Amendment shall continue unmodified and in full force and effect. 4. EXECUTION IN COUNTERPART. This Amendment may be executed in two identical counterparts, each of which shall be deemed to be an original, and both of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above. JACOR COMMUNICATIONS, INC., a Delaware corporation By: /s/ Robert L. Lawrence /s/ Frank A. De Francesco --------------------------------- ---------------------------- ROBERT L. LAWRENCE, FRANK A. DE FRANCESCO President and Chief Operating Officer -2- EX-23.1 10 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Preliminary Prospectus Supplement dated May 2, 1997 to the prospectus contained in the registration statement on Form S-3 (File No. 333-19291) of our report dated February 27, 1997 on our audits of the consolidated financial statements of Jacor Communications, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Annual Report on Form 10-K, and of our report dated February 28, 1997, on our audits of the combined financial statements of EFM Media Management, Inc., EFM Publishing, Inc., and PAM Media, Inc. as of December 31, 1995 and 1996 and for each of the three years in the period ended December 31, 1996, which report is included in Jacor Communications, Inc.'s Current Report on Form 8-K dated March 21, 1997, as amended on March 26, 1997. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Cincinnati, Ohio May 2, 1997 EX-23.2 11 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Preliminary Prospectus Supplement dated May 2, 1997 to the Prospectus contained in the Registration Statement (Form S-3 No. 333-19291) of Jacor Communications, Inc. and to the incorporation by reference therein of our report dated February 21, 1997, with respect to the consolidated financial statements of Premiere Radio Networks, Inc. included in Jacor Communications, Inc.'s Current Report on Form 8-K(A) dated April 7, 1997. Ernst & Young LLP Los Angeles, California May 2, 1997 EX-99.1 12 PRESS RELEASE DATED MAY 1, 1997 JACOR NEWS RELEASE CONTACT: CHRIS WEBER 606. 655.2267 JACOR TO OFFER COMMON STOCK COVINGTON, KY, MAY 1, -- Jacor Communications, Inc., (NASDAQ:JCOR), announced today that it will offer approximately 5.3 million shares of its common stock in two offerings. The offerings will be made in May 1997 pursuant to its omnibus shelf registration statement declared effective by the Securities and Exchange Commission in April 1997. The exact number of shares to be offered and the offering price will be determined by market conditions at the time of sale. Approximately 4.6 million of the shares will be offered to the public. Donaldson, Lufkin & Jenrette Securities Corporation will act as the lead underwriter in the offering. In a separate concurrent offering, Equity Group Investments, Inc., an affiliate of Jacor's largest shareholder, the Zell/Chilmark Fund L.P., has committed to purchase at least $20 million of Jacor common shares. EGI is a privately owned investment company headed by Samuel Zell, the Chairman of the Board of Jacor. The closing of each offering will be contingent upon the closing of the other offering. # # # THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES. THE OFFERING IS MADE BY PROSPECTUS ONLY. COPIES OF THE FINAL PROSPECTUS WILL BE AVAILABLE THROUGH THE PROSPECTUS DEPARTMENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, 277 PARK AVENUE, NEW YORK, NY 10172, TEL. 212/892-3000. -----END PRIVACY-ENHANCED MESSAGE-----