-----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, CG4POaGdhaHxyI/2r+jRV3EVNwYaL/pi0kGmT5dr58Il/IEwG6Y7SZLC99RcwoVX vEObhgMcEjdyXUslUoQ8RQ== 0001047469-98-003417.txt : 19980205 0001047469-98-003417.hdr.sgml : 19980205 ACCESSION NUMBER: 0001047469-98-003417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19980203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980204 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: SEC FILE NUMBER: 000-12404 FILM NUMBER: 98520942 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD STREET 2: 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6066552267 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD 12TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 8-K 1 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: February 3, 1998 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) 655-2267 Item 5. Other Events On November 13, 1997, Jacor Communications, Inc. ("JCI") and its subsidiaries (together with JCI, the "Company") filed a registration statement (File No. 333-40127) 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 (the "Act"), of up to $500.0 million of equity and debt securities of the Company (the "Omnibus Shelf Registration Statement"). On November 26, 1997, the Commission declared the Omnibus Shelf Registration Statement, as amended, effective. On January 20, 1998, the Company filed a post-effective amendment (the "Post-Effective Amendment") with the Commission relating to the Omnibus Shelf Registration Statement. On January 23, 1998, the Commission declared the Post-Effective Amendment effective. On February 4, 1998, the Company filed an abbreviated registration statement on Form S-3 with the Commission pursuant to Rule 462(b) under the Act, registering an additional 845,586 shares of JCI's common stock, $.01 par value (the "Common Stock") for sale pursuant to the Omnibus Shelf Registration Statement. (The definitive prospectus contained in the Omnibus Shelf Registration Statement (which includes the prospectus incorporated by reference into the abbreviated registration statement) is herein referred to as the "Prospectus.") On February 4, 1998, the Company filed with the Commission, pursuant to Rule 424(b) under the Act, definitive supplements to the Prospectus dated January 21, 1998 (the "Prospectus Supplements") relating to (1) the offer for sale by Jacor Communications Company, a wholly owned subsidiary of JCI, of Senior Subordinated Notes due 2010 in the aggregate principal amount of $120,000,000, (2) the offer and sale by JCI of $383,573,000 aggregate principal amount at maturity of Liquid Yield Option-TM- Notes due 2018 with gross proceeds of $150,000,000 (together with an underwriter's over-allotment option to purchase up to an additional $43,344,000 aggregate principal amount at maturity of the Liquid Yield Option-TM- Notes due 2018 offered), and (3) the offer for sale by JCI of 4,560,000 shares of JCI Common Stock (together with an additional 513,000 shares subject to an underwriters' over allotment option). In connection with the filing of the Prospectus Supplements with the Commission, the Company is filing certain exhibits as part of this Form 8-K. See "Item 7. Financial Statements and Exhibits." - -TM-Trademark of Merrill Lynch & Co. Item 7. Financial Statements and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and Chase Securities Inc. relating to the Senior Subordinated Notes due 2010. 2 1.2 Purchase Agreement dated February 3, 1998 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to the Liquid Yield Option-TM- Notes due 2018. 1.3 Underwriting Agreement dated February 3, 1998 among the Company, Donaldson, Lufkin & Jenrette Securities Corporation and the other underwriters named therein relating to JCI Common Stock. 3.1 Bylaws of Jacor Communications, Inc. (as amended through May 28, 1997). 5.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the Senior Subordinated Notes due 2010. 5.2 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the Liquid Yield Option-TM- Notes due 2018. 5.3 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to the JCI Common Stock. 8.1 Opinion of Graydon, Head & Ritchey dated February 3, 1998 relating to tax matters in connection with the Liquid Yield Option-TM- Notes due 2018. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of William T. Ogden, Inc. 23.4 Consent of KMPG Peat Marwick LLP. 23.5 Consents of Graydon, Head & Ritchey (included in Exhibits 5.1, 5.2, 5.3 and 8.1). 99.1 Press Release dated January 21, 1998. 99.2 Press Release dated February 4, 1998. 3 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. February 4, 1998 By: /s/ Jon M. Berry ---------------------------------------- Jon M. Berry, Senior Vice President and Treasurer 4 EX-1.1 2 UNDERWRITING AGREEMENT EXHIBIT 1.1 JACOR COMMUNICATIONS COMPANY 8% Senior Subordinated Notes Due 2010 Payment of Principal and Interest Unconditionally Guaranteed by Jacor Communications, Inc. and the other Guarantors named herein UNDERWRITING AGREEMENT February 3, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CHASE SECURITIES INC. c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: Subject to the terms and conditions herein contained, Jacor Communications Company, a Florida corporation ("JCC") and a wholly owned subsidiary of Jacor Communications, Inc. (the "Company"), proposes to issue and sell to Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and Chase Securities Inc. (collectively, the "Underwriters") an aggregate of $120,000,000 principal amount of its 8% Senior Subordinated Notes due 2010 (the "Securities"), which notes are irrevocably and unconditionally guaranteed by the Company, Broadcast Finance, Inc.; Cine Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters Co.; GACC-N26LB, Inc.; Great American Merchandising Group, Inc.; Great American Television Productions, Inc.; Inmobilaria Radial, S.A. de C.V.; Jacor Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Charleston, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor Broadcasting of Denver, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor Broadcasting of Kansas City, Inc.; Jacor Broadcasting of Las Vegas, Inc.; Jacor Broadcasting of Las Vegas II; Jacor Broadcasting of Louisville, Inc.; Jacor Broadcasting of Louisville II, Inc.; Jacor Broadcasting of Salt Lake City, Inc.; Jacor Broadcasting of Salt Lake City II, Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor Broadcasting of Toledo, Inc.; Jacor Broadcasting of Youngstown, Inc.; Jacor Cable, Inc.; Jacor Licensee of Charleston, Inc.; Jacor Licensee of Kansas City, Inc., Jacor Licensee of Las Vegas, Inc.; Jacor Licensee of Las Vegas II, Inc.; Jacor Licensee of Louisville, Inc.; Jacor Licensee of Louisville II, Inc.; Jacor Licensee of Salt Lake City, Inc.; Jacor Licensee of Salt Lake City II, Inc.; Jacor/Premiere Holding, Inc.; JBSL, Inc.; Location Productions, Inc.; Location Productions II, Inc.; Multiverse Acquisition Corp.; Noble Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast of San Diego, Inc.; Nobro, S.C.; Nova Marketing Group, Inc.; NSN Network Services, Ltd.; Premiere Radio Networks, Inc.; Radio-Active Media, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; The Sy Fischer Company Agency, Inc.;VTTV Productions; and WHOK, Inc., each a direct or indirect subsidiary of the Company or any successor entity, whether by merger, consolidation, change of name or otherwise (collectively, the "Guarantors" and together with "JCC", the "Registrants".) The Securities are to be issued pursuant to the provisions of an indenture to be dated as of February 9, 1998 (the "Indenture") by and among the Guarantors, JCC and The Bank of New York as trustee (the "Trustee"). For purposes of this Agreement, the term "Securities" means the Securities together with the guarantee (the "Guarantee") thereof by the Guarantors. The Securities are being issued and sold to fund, in part, the consideration to be paid by the Company under the Nationwide Agreement (as defined below). Alternatively and pending such uses, the Company intends to use the net proceeds for general corporate purposes, including acquisitions of other broadcast properties and broadcast related businesses and to repay in part outstanding indebtedness under the revolving credit component of the Credit Facility (defined below). The Pending Transactions (as such term is defined in the Prospectus) include, among other things, the acquisition (the "Nationwide Acquisition") of 17 radio stations (the "Nationwide Stations") from Nationwide (as defined below) pursuant to an Agreement of Sale (the "Nationwide Agreement") dated as of December 19, 1997, by and among JCC, Citicasters Co. and Nationwide 2 Communications, Inc., Nationwide Mutual Insurance Company, Employers Insurance of Wasau, San Diego Lotus Corp. and The Beak and Wire Corporation (collectively, "Nationwide"). Prior to or concurrently with the issuance and sale of the Securities, the Company will (i) issue and sell liquid yield option notes in the aggregate principal amount at maturity of $383,573,000 (excluding $43,344,000 aggregate principal amount at maturity subject to an over-allotment option) due 2018 (the "LYONs"); and (ii) issue and sell 4,560,000 shares of its common stock, par value $.01 per share (the "Shares") (excluding 513,000 Shares subject to an over-allotment option). This Underwriting Agreement and all agreements and documents executed in connection with the Pending Transactions and all documents and agreements related to each of the offering of the LYONs (the "LYONs Offering") and the offering of the Shares (the "Shares Offering") are collectively referred to herein as the "Transaction Documents." 1. REGISTRATION STATEMENT AND PROSPECTUS. The Registrants have prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a "shelf" registration statement on Form S-3 (No. 333-40127), including a prospectus, relating to debt securities, preferred stock, depository shares and common stock, and will promptly file with the Commission a prospectus supplement specifically relating to the Securities pursuant to Rule 424 under the Act. The registration statement, as amended at the time it became effective or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including in each case, all documents incorporated or deemed incorporated by reference therein, if any, all financial statements and exhibits, and the information, if any, contained in a prospectus or term sheet subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be a part of the registration statement at the time of its effectiveness pursuant to Rule 430A or Rule 434 under the Act (as applicable), and any additional registration statement relating to the issuance of additional Securities filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the "Registration Statement"; and the prospectus, constituting a part of the Registration Statement at the time it became effective, or such revised prospectus as shall be provided to the Underwriters for use in connection with the offering of the Securities that differs from the prospectus on file with the Commission at the time the Registration Statement became effective including any prospectus supplement, and including, in each case, all documents incorporated or deemed incorporated by reference therein, if any, whether or not filed with the Commission pursuant to Rule 424(b) under the Act, and including any preliminary prospectus supplement subject to completion and any term sheet 3 meeting the requirements of Rule 434(c), filed pursuant to Rule 424(b), in the form used to confirm sales of the Securities, are hereinafter referred to collectively as the "Prospectus." 2. AGREEMENTS TO SELL AND PURCHASE. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Registrants agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Registrants, the Securities in the respective principal amounts set forth opposite their names on Schedule I hereto, plus such amount as they may individually become obligated to purchase pursuant to Section 8 hereof, at a purchase price equal to 97.624% of the principal amount thereof (the "Purchase Price"). 3. DELIVERY AND PAYMENT. Delivery to you of and payment for the Securities shall be made at 9:00 A.M., New York City time, on February 9, 1998 (the "Closing Date"), at such place as DLJ shall reasonably designate. The Closing Date and the location of delivery of the Securities may be varied by agreement between DLJ and the Company. The Securities in definitive form shall be registered in such names and issued in such denominations as DLJ shall request in writing not later than two full business days prior to the Closing Date, and shall be made available to you at the offices of DLJ (or such other place as shall be acceptable to you) for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date. The Securities shall be delivered to you on the Closing Date with any transfer taxes payable upon initial issuance thereof duly paid by the Company, for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of Federal or other funds immediately available in New York City, to the order of the Company. 4. AGREEMENTS OF THE REGISTRANTS. The Registrants, as applicable, agree with each of you that: (a) The Registrants will, if the Registration Statement has not heretofore become effective under the Act, file an amendment to the Registration Statement or, if necessary pursuant to Rule 430A under the Act, a post-effective amendment to the Registration Statement, in each case as soon as practicable after the execution and delivery of this Agreement, and will use their best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time. 4 The Registrants will comply fully and in a timely manner with the applicable provisions of Rule 424 and Rule 430A and, if applicable, Rule 462, under the Act. (b) The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, (i) when the Registration Statement has become effective, if and when the Prospectus is sent for filing pursuant to Rule 424 under the Act and when any post-effective amendment to the Registration Statement becomes effective, (ii) of the receipt of any comments from the Commission or any state securities commission or regulatory authority that relate to the Registration Statement or requests by the Commission or any state securities commission or regulatory authority for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by the Commission or any state securities commission or any other regulatory authority, and (iv) of the happening of any event during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Securities by you which makes any statement of a material fact made in the Registration Statement untrue or which requires the making of any additions to or changes in the Registration Statement (as amended or supplemented from time to time) in order to make the statements therein not misleading or that makes any statement of a material fact made in the Prospectus (as amended or supplemented from time to time) untrue or which requires the making of any additions to or changes in the Prospectus (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Securities under any state securities or Blue Sky laws, and, if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of the Securities under any state securities or Blue Sky laws, the Company shall use every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge two (2) signed copies (plus one (1) additional signed copy to your legal counsel) of the Registration Statement as first filed with the Commission and of each 5 amendment to it, including all exhibits filed therewith, and will furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (d) The Registrants will not file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or make any amendment or supplement to the Prospectus, of which you shall not previously have been advised and provided a copy within two business days prior to the filing thereof (or such reasonable amount of time as is necessitated by the exigency of such amendment or supplement) or to which you shall reasonably object; and the Registrants will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and will use their best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. (e) Promptly after the Registration Statement becomes effective, and from time to time thereafter for such period in your reasonable judgment as a prospectus is required to be delivered in connection with sales of the Securities by you, the Company will furnish to each Underwriter and dealer without charge as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriters and dealers may reasonably request. The Registrants consent to the use of the Prospectus and any amendment or supplement thereto by any Underwriter or any dealer, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Prospectus is required by the Act or the Exchange Act to be delivered in connection therewith. (f) If during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Securities by you any event shall occur as a result of which, in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing as of the date the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with any law, the Registrants will promptly prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing as 6 of the date the Prospectus is so delivered, be misleading, and will comply with applicable law, and will furnish to each Underwriter and dealer without charge such number of copies thereof as such Underwriters and dealers may reasonably request. (g) Prior to any public offering of the Securities, the Registrants will cooperate with you and your counsel in connection with the registration or qualification of the Securities for offer and sale by you under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, that the Registrants shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to take any action that would subject them to general consent to service of process in any jurisdiction in which they are not now so subject). The Registrants will continue such qualification in effect so long as required by law for distribution of the Securities. (h) The Company will make generally available to its security holders as soon as reasonably practicable a consolidated earning statement covering a period of at least twelve months beginning after the "effective date" (as defined in Rule 158 under the Act) of the Registration Statement (but in no event commencing later than 90 days after such date) which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder, and to advise you in writing when such statement has been so made available. (i) The Registrants will timely complete all required filings and otherwise fully comply in a timely manner with all provisions of the Exchange Act. (j) During the period of three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to shareholders or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed, and (ii) from time to time such other information concerning the Company as you may request. (k) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, the Registrants will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to (i) the printing, processing, filing, distribution and delivery under the Act or the Exchange Act of the Registration Statement, each preliminary prospectus, the Prospectus and all amendments or supplements thereto, (ii) the printing, processing, execution, distribution and delivery of this Agreement, any memoranda 7 describing state securities or Blue Sky laws and all other agreements, memoranda, correspondence and other documents printed, distributed and delivered in connection with the offering of the Securities, (iii) the registration with the Commission and the issuance and delivery of the Securities, (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph (g) above (including, in each case, the fees and disbursements of counsel relating to such registration or qualification and memoranda relating thereto and any filing fees in connection therewith), (v) furnishing such copies of the Registration Statement, Prospectus and preliminary prospectus, and all amendments and supplements to any of them, as may be reasonably requested by you, (vi) filing, registration and clearance with the NASD in connection with the offering of the Securities (including any filing fees in connection therewith and the fees and disbursements of counsel relating thereto), (vii) any "qualified independent underwriter" as required by Section 2720 of the Conduct Rules of the NASD (including fees and disbursements of counsel for such qualified independent underwriter), (viii) the printing, processing, execution, distribution and delivery of the Transaction Documents and all other agreements, memoranda, correspondence and other documents, printed, distributed and delivered in connection with the Transaction Documents and (ix) the performance by the Registrants of their other obligations under this Agreement, the cost of their personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you. (l) The Company and JCC will use the proceeds from the sale of the Securities in the manner described in the Prospectus under the caption "Use of Proceeds." (m) The Registrants will use their best efforts to do and perform all things required to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent on their part to the delivery of the Securities. (n) The Company will timely complete all required filings and otherwise comply fully in a timely manner with all provisions of the Exchange Act, and will file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14(a) or 15(d) of the 8 Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of the Prospectus is required in connection with the offer or sale of the Securities. (o) During the period beginning on the date of this Agreement and continuing to and including the Closing Date, except as described under "Transactions" in the Prospectus with respect to the Pending Transactions and under "Prospectus Supplement Summary -- Recent Developments" with respect to certain other potential transactions, there will be no transactions entered into by the Company or any of its subsidiaries (each a "Subsidiary" and, collectively, the "Subsidiaries"), which are material with respect to the Company or any of the Subsidiaries, respectively, taken individually or as a whole, as determined in accordance with the provisions of Rule 3-05 of Regulation S-X or other standards for materiality as may be agreed upon by the Company and the Underwriters and there will be no dividend or distribution of any kind declared, paid or made by the Company on any class of capital stock or other equity interests. 5. REPRESENTATIONS AND WARRANTIES. The Registrants represent and warrant to each of you that: (a) When the Registration Statement becomes effective, including at the date of any post-effective amendment, at the date of the Prospectus (if different) and at the Closing Date, the Registration Statement will comply in all material respects with the provisions of the Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any supplements or amendments thereto will not at the date of the Prospectus, at the date of any such supplements or amendments and at the Closing Date contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Registration Statement or the Prospectus (or any supplement or amendment to them) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through DLJ expressly for use therein. The Registrants acknowledge for all purposes under this Agreement that the statements with respect to price and underwriting discount and the last paragraph all as set forth on the cover page and in paragraph three, in the third sentence of the fifth paragraph, and in paragraphs seven and eight under the caption "Underwriting" in the Prospectus (or any amendment or 9 supplement) constitute the only written information furnished to the Registrants by DLJ expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement to them) and that the Underwriters shall not be deemed to have provided any other information (and therefore are not responsible for any such statement or omission). (b) Any term sheet and prospectus subject to completion provided by the Registrants to the Underwriters for use in connection with the offering and sale of the Securities pursuant to Rule 434 under the Act together are not materially different from the Prospectus included in the Registration Statement. (c) Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, and each Registration Statement filed pursuant to Rule 462(b) under the Act, if any, complied when so filed in all material respects with the Act. (d) The Company and each of its Subsidiaries has been duly organized, is validly existing as a corporation in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to carry on its business as it is currently being conducted, to own, lease and operate its properties and, as applicable, to authorize the offering of the Securities, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Securities, and to execute, deliver and perform the Transaction Documents, as applicable, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction where the operation, ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the respective properties, business, results of operations, condition (financial or otherwise), affairs or prospects of each of the Company and the Subsidiaries taken as a whole (a "Material Adverse Effect"). (e) All of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly and validly authorized and issued, and all of the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company and, upon completion of the transactions contemplated by the Transaction Documents, substantially all of the 10 assets of the Nationwide Stations (other than as described in the Prospectus) will be owned directly or through Subsidiaries, by the Company. All such shares of capital stock are fully paid and nonassessable, and are owned free and clear of any security interest, mortgage, pledge, claim, lien or encumbrance (each, a "Lien"), except for Liens arising under the Amended and Restated Credit Agreement, dated as of September 16, 1997, by and among The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of America, Illinois, as Syndication Agent (the "Credit Facility".) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary. (f) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization"; all the shares of issued and outstanding Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to any preemptive or similar rights. (g) None of the Company or any of the Subsidiaries is in violation of their respective charters or bylaws or in default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject. (h) The Transaction Documents have been duly authorized and validly executed and delivered by the Registrants, as applicable, and constitute valid and legally binding agreements of the Registrants, as applicable, enforceable against the Registrants, as applicable, in accordance with their terms (assuming, in the case of each of the Transaction Documents, the due execution and delivery thereof by each party thereto). (i) The Indenture has been duly authorized by the Registrants and, when duly executed and delivered in accordance with its terms, will be a valid and legally binding agreement of the Registrants, enforceable against the Registrants in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless 11 of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. (j) The execution and delivery of this Agreement, the Indenture and the Securities by the Registrants, the issuance and sale of the Securities, the performance of this Agreement and the Indenture and the consummation of the transactions contemplated by this Agreement and the Indenture and the execution and delivery of the Transaction Documents by each of the Registrants, as applicable, and the consummation of the Pending Transactions will not (1) conflict with or result in a breach or violation of any of the respective charters or bylaws of the Company or any of the Subsidiaries or any of the terms or provisions of, or (2) constitute a default or cause an acceleration of any obligation under or result in the imposition or creation of (or the obligation to create or impose) a Lien with respect to, any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them is bound, or to which any properties of the Company or any of the Subsidiaries is or may be subject, or (3) contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties, or violate or conflict with any statute, rule or regulation or administrative or court decree applicable to the Company or any of the Subsidiaries or any of their respective properties. (k) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or affecting the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or any of their respective properties, which is required to be disclosed in the Registration Statement or the Prospectus, or which could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect the consummation of this Agreement or the transactions contemplated hereby or the consummation of the Transaction Documents or the Pending Transactions, and to the best of the Company's knowledge, no such proceedings are contemplated or threatened. No contract or document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement is not so described or filed. 12 (l) No action has been taken and no statute, rule or regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Securities, suspends the effectiveness of the Registration Statement, prevents or suspends the use of any preliminary prospectus or suspends the sale of the Securities in any jurisdiction referred to in Section 4(g) hereof; no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction has been issued with respect to the Company or any of the Subsidiaries which would prevent or suspend the issuance or sale of the Securities, the effectiveness of the Registration Statement, or the use of any preliminary prospectus in any jurisdiction referred to in Section 4(g) hereof; no action, suit or proceeding is pending against or, to the best of the Company's knowledge, threatened against or affecting the Company or any of the Subsidiaries before any court or arbitrator or any governmental body, agency or official, domestic or foreign, which, if adversely determined, would materially interfere with or adversely affect the issuance of the Securities or in any manner draw into question the validity of the Transaction Documents; and every request of the Commission or any securities authority or agency of any jurisdiction for additional information (to be included in the Registration Statement or the Prospectus or otherwise) has been complied with in all material respects. (m)(i) None of the Company, any of the Subsidiaries and Nationwide with respect to the Nationwide Stations is in violation of any Federal, state or local laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products ("Materials of Environmental Concern"), or otherwise relating to the protection of human health and safety, or the storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations, except to the extent that any such violation could not have a Material Adverse Effect or otherwise require disclosure in the Prospectus; and (ii) to the best knowledge of the Company and any of the Subsidiaries, after due inquiry, (A) none of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations and any of the other parties to the Transaction Documents (the "Pending 13 Transaction Parties") with respect to the properties and radio stations to be purchased or sold pursuant to the Transaction Documents (the "Pending Properties") has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to such violation in the future, (B) there is no pending or threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability for investigatory, cleanup, or governmental responses costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (x) the presence, or release into the environment, of any Material of Environmental Concern at any location owned or operated by the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, now or in the past, or (y) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law (collectively, "Environmental Claims") that could have a Material Adverse Effect or otherwise require disclosure in the Prospectus, and (C) there are no past or present actions, activities, circumstances, conditions, events or incidents, that could form the basis of any Environmental Claim against the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, or against any person or entity whose liability for any Environmental Claim the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, have retained or assumed either contractually or by operation of law. In the ordinary course of its business, each of the Company and the Subsidiaries and Nationwide with respect to the Nationwide Stations conducts a periodic review of the effect of Environmental Laws on its business, operations and properties in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company and the Subsidiaries, have reasonably concluded that such associated costs and liabilities could not have a Material Adverse Effect. (n) None of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has violated any Federal, state or local law relating to discrimination in the hiring, promotion or pay of employees nor any applicable wage or 14 hour laws, nor any provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") or the rules and regulations promulgated thereunder, nor has the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, engaged in any unfair labor practice, which in each case described in this sentence could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect. There is (i) no significant unfair labor practice complaint pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against the Company or any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, or the Pending Transaction Parties with respect to the Pending Properties and (iii) to the best knowledge of the Company, no union representation question existing with respect to the employees of the Company or any of the Subsidiaries, or the Pending Transaction Parties with respect to the Pending Properties, and, to the best knowledge of the Company, no union organizing activities are taking place, except (with respect to any matter specified in clause (i), (ii) or (iii) above, singly or in the aggregate) such as could not have a Material Adverse Effect. (o) The Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations each have good and marketable title, free and clear of all Liens, to all property and assets described in the Registration Statement as being owned by it, except for (i) Liens pursuant to the Credit Facility, (ii) Liens on general office equipment which are not material to the Company's operations and (iii) Liens on the Nationwide Stations which will be released upon consummation of the Nationwide Acquisition. All leases to which the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party are valid and binding and no default has occurred or is continuing 15 thereunder and the Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or any such Subsidiary or Nationwide with respect to the Nationwide Stations. (p) The respective firm of accountants that has certified or shall certify the applicable consolidated financial statements and supporting schedules of the Company, E.F.M. Media Management, Inc., E.F.M. Publishing, Inc., PAM Media, Inc., Archon Communications, Inc., Synergy Broadcast Investment Enterprises, L.L.C., Worldstar, Inc., Multiverse Networks L.L.C., Shanahan Broadcasting, Inc., (collectively, the "C&L Audited Companies"), Nationwide, Premiere and Jacor Broadcasting of Youngstown, Inc. filed, to be filed or incorporated by reference with the Commission as part of the Registration Statement and the Prospectus are independent public accountants with respect to the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. as required by the Act. The consolidated historical and PRO FORMA financial statements, together with related schedules and notes, set forth in the Prospectus and the Registration Statement comply as to form in all material respects with the requirements of the Act. Such historical financial statements fairly present the consolidated financial position of the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated, in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout such periods. Such PRO FORMA financial statements have been prepared on a basis consistent with such historical statements, except for the PRO FORMA adjustments specified therein, and give effect to assumptions made on a reasonable basis and present fairly the historical and proposed transactions contemplated by the Prospectus and the Transaction Documents. The other financial and statistical information and data included in the Prospectus and in the Registration Statement, historical and PRO FORMA, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. (q) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and up to the Closing Date, none of the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations have incurred any liabilities or 16 obligations, direct or contingent, which are material to the Company and the Subsidiaries taken as a whole, nor entered into any transaction not in the ordinary course of business and there has not been, singly or in the aggregate, any material adverse change, or any development which could reasonably be expected to involve a material adverse change, in the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of the Company and the Subsidiaries taken as a whole (a "Material Adverse Change"). (r) All tax returns required to be filed by the Company, any of the Subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities have been paid, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without penalty or interest. (s) No authorization, approval or consent or order of, or filing with, any court or governmental body or agency is necessary in connection with the transactions contemplated by the Transaction Documents, except such as (i) may be required by the NASD, (ii) are disclosed in the Prospectus or (iii) have been obtained and made under the Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the "TIA") or state securities or "Blue Sky" laws or regulations. Neither the Company nor any of its affiliates is presently doing business with the government of Cuba or with any person or affiliate located in Cuba. (t) (i) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, any of the Pending Transaction Parties with respect to the Pending Properties, has all certificates, consents, exemptions, orders, permits, licenses, authorizations, or other approvals (each, an "Authorization") of and from, and has made all declarations and filings with, all Federal, state, local and other governmental authorities (including the Federal Communications Commission ("FCC")), all self-regulatory organizations and all courts and other tribunals, necessary or required to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) all such Authorizations are valid and in full force and effect, (iii) each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the 17 Pending Transaction Parties with respect to the Pending Properties, is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto and (iv) each commercial radio broadcast station identified in the Prospectus as owned and operated by any of the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, as applicable, is operating with the maximum facilities specified by the Authorization pertaining thereto. (u) Neither the Company nor any of the Subsidiaries is (a) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (b) a "holding company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended. (v) No holder of any security of the Company has or will have any right to require the registration of such security by virtue of any transaction contemplated by this Agreement. (w) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, possesses the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, "Intellectual Property") presently employed by them in connection with the businesses now operated by them, and none of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which, singly or in the aggregate, could reasonably be expected to result in any Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties does not, to 18 the Company's knowledge, infringe on the rights of any person except where any such infringement has not resulted in, or could not reasonably be expected to result in any Material Adverse Change. (x) Each certificate signed by any officer of any Registrant and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the applicable Registrant to each Underwriter as to the matters covered thereby. (y) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (z) The Company has not (i) taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which could reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) since the initial filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (aa) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, maintains insurance covering their properties, operations, personnel and businesses. Such insurance insures against such losses and risks as are adequate in accordance with customary industry practice to protect the Company and its Subsidiaries and their businesses. None of the Company, any Subsidiary and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such 19 insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Closing Date. (bb) Neither the Company nor Nationwide with respect to the Nationwide Stations has, directly or indirectly, paid or delivered any fee, commission or other sum of money or item or property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of the Company or Nationwide with respect to the Nationwide Stations, respectively, which the Company knows or has reason to believe to have been illegal under any Federal, state or local laws of the United States or any other country having jurisdiction; and neither the Company nor Nationwide with respect to the Nationwide Stations has participated, directly or indirectly, in any boycotts or other similar practices in contravention of law affecting any of its actual or potential customers. (cc) The Company does not own any "margin securities" as that term is defined in Regulations G and U of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and, except as disclosed in the Prospectus, none of the proceeds of the sale of the Securities will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Securities to be considered a "purpose credit" within the meanings of Regulation G, T, U or X of the Federal Reserve Board. (dd) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to a local marketing agreement or a joint sales agreement (a "Licensee") has been issued by the FCC an FCC license (which is in full force and effect) for the operation of the commercial radio broadcast station identified in the Prospectus as programmed by the Company or any of its Subsidiaries, which licenses expire on the dates set forth in the Prospectus. (ee) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to an exclusive sales agency agreement (a "Mexican Licensee"), has been issued by the Mexican government all necessary Mexican licenses (which are in full force and effect) for the operation of the commercial radio broadcast 20 station identified in the Prospectus as programmed by the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries have all Authorizations necessary to deliver programming to the Mexican Licensees. (ff) Each of the Company, its Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has filed with the FCC all material reports, documents, instruments, information and applications required to be filed pursuant to the FCC's rules, regulations and requests. No notice has been issued by the FCC which could permit, or after notice or lapse of time or both could permit, revocation or termination of any FCC license of any of the Subsidiaries, Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or to the knowledge of the Company, of any of the Licensees prior to the expiration dates thereof or which could reasonably be expected to result in any other material impairment of any of the Subsidiaries', or Nationwide with respect to the Nationwide Stations or its subsidiaries, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, of any of the Licensees' rights thereunder and which could reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. (gg) Each of the Company's radio and television stations (the "Stations") is now operating, and has operated, in compliance in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), and the published rules and regulations of the FCC. There is not issued, outstanding or pending any Notice of Violation, Notice of Apparent Liability, Order to Show Cause, material complaint or investigation by or before the FCC which could materially threaten or materially adversely affect any of the Company's or any of its Subsidiaries', Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries' with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' FCC licenses or which could reasonably be expected to result in any material adverse effect upon any of the Company's Subsidiaries, Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' operation of its respective stations and which could reasonably be expected to, singly or in the aggregate, have a 21 Material Adverse Effect, nor does the Company have reason to believe that the FCC licenses with respect to the Stations will not be renewed for a full eight year term when such FCC licenses are due for renewal. (hh) The execution, delivery and performance of the obligations by the Company under this Agreement are not and will not be contrary to the Communications Act, as amended, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. (ii) Other than for the divestiture of two radio stations in San Diego, California as described in the Prospectus, the execution, delivery and performance of the obligations by JCC, Citicasters Co. and Nationwide (each, a "Nationwide Transaction Party" and, collectively, the "Nationwide Transaction Parties") and, to the knowledge of the Company, by the Pending Transaction Parties with respect to the Pending Properties to the extent each is a party to the Transaction Documents are not and will not be contrary to the Communications Act, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. Other than the applications relating to the divestiture of two radio stations in San Diego, California, all necessary applications, exhibits or other filings required by the FCC for transfer of control of the Stations now controlled by the Pending Transaction Parties with respect to the Pending Properties pursuant to the applicable Transaction Documents have been filed with the FCC (the "Transfer Applications"). To the best of the Company's knowledge, there are no circumstances that would cause the FCC to reject the Transfer Applications. (jj) The Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, have, to the extent each is or will be a party thereto, all requisite corporate power and authority to execute, deliver and perform their respective obligations under each of the Transaction Documents; each of the Transaction Documents has been duly and validly authorized, executed and delivered by the Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, to the extent each is a party thereto, and each constitutes a valid and legally binding agreement of the Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, enforceable against each Nationwide Transaction Party or Pending 22 Transaction Party, as applicable, in accordance with its terms; except as set forth in the Prospectus, no consent, approval, authorization or order of any court or governmental agency or body is required for the performance of any of the Transaction Documents by each of the Nationwide Transaction Parties or, to the knowledge of the Company, each Pending Transaction Party, to the extent each is a party thereto, or the consummation by each of the Nationwide Transaction Parties, or to the knowledge of the Company, each of the Pending Transaction Parties, of any of the transactions contemplated thereby, except such as may be required and have been obtained, or upon effectiveness of the Registration Statement, will have been obtained, under the Act, the Exchange Act, the TIA, or state securities or "Blue Sky" laws or regulations or such as may be required by the NASD in connection with the purchase and distribution of the Securities by the Underwriters; and none of the Nationwide Transaction Parties, is (i) in violation of its charter or bylaws, (ii) in violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, which violation would have a Material Adverse Effect, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Transaction Documents or any other contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, Authorizations, certificate or agreement or instrument to which any of them is a party or to which any of them is subject, which default would have a Material Adverse Effect. 23 (kk) The execution, delivery and performance by the Nationwide Transaction Parties, to the extent each is a party thereto, of each of the Transaction Documents, and the consummation by the respective Nationwide Transaction Parties of the transactions contemplated thereby, will not violate, conflict with or constitute or result in a breach of or a default under (or an event which, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any of the Transaction Documents or any other indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, or agreement or instrument to which a Nationwide Transaction Party, is a party or to which any of their respective properties or assets are subject, which violation, conflict, breach or default would have a Material Adverse Effect, (ii) the charter or bylaws of the Nationwide Transaction Party, or (iii) any statute, judgment, decree, order, rule or regulation of any court, governmental agency or other body or self regulatory organization applicable to each Nationwide Transaction Party, or any of their respective properties or assets, which violation, conflict, breach or default would have a Material Adverse Effect. (ll) The Nationwide Acquisition has been duly authorized by the Nationwide Transaction Parties and the transactions contemplated by the Transaction Documents have been approved, to the extent required, by all appropriate corporate action; approval of the transactions contemplated by the Transaction Documents by the shareholders of the Company is not required. (mm) The Company has delivered to the Underwriters a true and correct copy of each of the Transaction Documents that have been executed and delivered prior to the date of this Agreement and each other Transaction Document in the form substantially as it will be executed and delivered, together with all related agreements and all schedules and exhibits thereto, and there have been no amendments, alterations, modifications or waivers of any of the provisions of any of the Transaction Documents since their date of execution or from the form in which it has been delivered to the Underwriters; there exists as of the date hereof (after giving effect to the transactions contemplated by the Transaction Documents) no event or condition which would constitute a default or an event of default (in each case as defined in the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the LYONs, respectively) under the Credit Facility, the 24 LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the LYONs, respectively, and no event or condition which would constitute a default or an event of default (in each case as defined in each of the Transaction Documents) under any of the Transaction Documents other than the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the LYONs, which would result in a Material Adverse Effect or materially adversely effect the ability of each of the Company or Nationwide to consummate the transactions contemplated by the Transaction Documents. For purposes of this Agreement, "LYONS DUE 2011" means the liquid yield option notes due 2011 issued by the Company pursuant to an Indenture, dated as of June 12, 1996, by and between the Company and the Bank of New York; "10-1/8% NOTES" means the 10-1/8% Senior Subordinated Notes due 2006 issued by JCAC, Inc. (predecessor to JCC), pursuant to an Indenture, dated as of June 12, 1996, by and among JCAC, Inc., the Company and First Trust of Illinois, National Association; "9-3/4% NOTES" means the 9-3/4% Senior Subordinated Notes due 2006 issued by JCC pursuant to an Indenture, dated as of December 17, 1996, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York; and "8-3/4% NOTES" means the 8-3/4% Senior Subordinated Notes due 2007 issued by JCC pursuant to an Indenture, dated as of June 11, 1997, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York. (nn) The Company has filed with the Commission all filings that are required to be filed as of the date hereof with respect to the financial statements of each of the Nationwide Transaction Parties and each of the Pending Transaction Parties in filings made under the Act and under the Exchange Act, specifically as required by Rule 3-05 of Regulation S-X and General Instructions and Item 7 of Form 8-K. (oo) Each of the representations and warranties contained in each of the Transaction Documents are true and correct on and as of the date hereof, except as could not have a Material Adverse Effect. (pp) The Company meets the requirements for registering an offering of securities with the Commission on registration statement Form S-3 pursuant to the standards for those Forms prior to October 21, 1992. 25 (qq) The LYONs have received a rating of B3 from Moody's Investors Service ("Moody's"); and the Securities have received a rating of B2 from Moody's. (rr) Immediately after any sale of the Securities, the LYONs and the Shares by the Company or JCC, as applicable, the aggregate amount of securities that have been issued and sold by the Company or JCC, as applicable, (including the Securities, the LYONs and the Shares) will not exceed the amount of securities registered under the Registration Statement. 6. INDEMNIFICATION. (a) The Registrants, jointly and severally, agree to indemnify and hold harmless (i) each of the Underwriters and (ii) each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any of the Underwriters (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person"), and (iii) the respective officers, directors, partners, employees, representatives and agents of any of the Underwriters or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Person") to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement or the Prospectus (including any amendment or supplement thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, PROVIDED, HOWEVER, that (i) except insofar as such losses, claims, damages, liabilities, judgments, actions or expenses are 26 caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Underwriters furnished in writing to the Company by DLJ expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus, (ii) the foregoing indemnity agreement with respect to any untrue statement contained in or omission from a preliminary prospectus shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriters to such person, if such is required by law, at or prior to the written confirmation of the sale of such Securities to such person and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). The Company shall notify you promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company or an Indemnified Person. (b) In case any action or proceeding (including any governmental investigation) shall be brought or asserted against any of the Indemnified Persons with respect to which indemnity may be sought against the Registrants, such Underwriter (or the Underwriter controlled by such controlling person) shall promptly notify the Company in writing (provided, that the failure to give such notice shall not relieve the Registrants of their obligations pursuant to this Agreement). Such Indemnified Person shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Registrants (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder). The Registrants shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Persons, which firm shall be designated by DLJ. The Registrants shall be liable for any settlement of any such action or proceeding effected with the Company's prior written consent, which consent will not be unreasonably withheld, and the Registrants, jointly and severally, agree to indemnify and hold harmless any Indemnified Person from and against any loss, claim, damage, liability or expense by reason of any settlement of any action 27 effected with the written consent of the Company. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested the Registrants to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the Registrants, jointly and severally, agree that they shall be liable for any settlement of any proceeding effected without the Company's written consent if (i) such settlement is entered into more than 10 business days after receipt by the Company of the aforesaid request, and (ii) the Registrants shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. The Registrants shall not, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability arising out of such action, claim, litigation or proceeding. (c) Each of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Registrants, their directors, their officers who sign the Registration Statement, any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Registrants, and the officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Registrants to each of the Indemnified Persons, but only with respect to claims and actions based on information relating to such Underwriter furnished in writing by DLJ expressly for use in the Prospectus. (d) If the indemnification provided for in this Section 6 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the 28 indemnifying parties and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by the Registrants, on the one hand, and any of the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Registrants bear to the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Registrants and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Registrants or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The indemnity and contribution obligations of the Registrants set forth herein shall be in addition to any liability or obligation the Registrants may otherwise have to any Indemnified Person. The Registrants and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by PRO RATA allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, judgments, actions or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, none of the Underwriters (and its related Indemnified Persons) shall be required to contribute any amount in excess of the amount by which the total underwriting discount applicable to the Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 6(d) are several in proportion to the respective number of Securities purchased by each of the Underwriters hereunder and not joint. 29 The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity. 7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the Underwriters to purchase the Securities under this Agreement are subject to the satisfaction of each of the following conditions: (a) All the representations and warranties of the Registrants contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. The Company shall have performed or complied with all of its obligations and agreements herein contained and required to be performed or complied with by it at or prior to the Closing Date. (b) (i) The Registration Statement shall have become effective (or, if a post-effective amendment is required to be filed pursuant to Rule 430A promulgated under the Act, such post-effective amendment shall have become effective) not later than 10:00 A.M. (and in the case of a Registration Statement filed under Rule 462(b) of the Act, not later than 10:00 P.M.), New York City time, on the date of this Agreement or at such later date and time as you may approve in writing, (ii) at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission and every request for additional information on the part of the Commission shall have been complied with in all material respects, and (iii) no stop order suspending the sale of the Securities in any jurisdiction referred to in Section 4(g) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Closing Date, prevent the issuance of the Securities, the LYONs, or the Shares; and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Securities or the consummation of the transactions contemplated by the Transaction Documents. 30 (d) (i) Since the date hereof or since the dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Change, (ii) since the date of the latest balance sheet included, or incorporated by reference, in the Registration Statement and the Prospectus, there shall not have been any material change in the capital stock or long-term debt, or material increase in short-term debt, of the Company or any of the Subsidiaries taken as a whole and (iii) the Company and the Subsidiaries taken as a whole, shall have no liability or obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, respectively, and is required to be disclosed on a balance sheet in accordance with GAAP and is not disclosed on the latest applicable balance sheet included in the Registration Statement and the Prospectus. (e) You shall have received a certificate of the Company, dated the Closing Date, executed on behalf of the Company, by the President or any Vice President and a principal financial or accounting officer of the Company confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 7. (f) On the Closing Date, you shall have received: (1) an opinion (satisfactory to you and your counsel), dated the Closing Date, of Graydon, Head & Ritchey, counsel for the Company, (which opinion shall, in regards to any matters covered by the law of the States of Colorado, Florida or Georgia, rely on the opinion of Colorado, Florida or Georgia counsel, respectively, reasonably acceptable to the Underwriters) to the effect that: (i) (A) the Company and each of the Subsidiaries is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified as a foreign corporation and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not be reasonably expected to have, singly or in the aggregate, a Material Adverse Effect; and 31 (B) the Company has the requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) the Transaction Documents have been duly authorized, executed and delivered by the Registrants, as applicable; (iii) the authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization"; (iv) all of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company, and are owned free and clear of any Lien, except for Liens pursuant to the Credit Facility; (v) to the knowledge of such counsel (after due inquiry) there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary except as disclosed in the Prospectus; (vi) neither the Company nor any of the Subsidiaries is (A) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (B) a "holding company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended; (vii) neither the consummation of the transactions contemplated by this Agreement nor the sale, issuance, execution or delivery of the Securities, the LYONs or the Shares will violate Regulation G, T, U or X of the Board of Governors of the Federal Reserve System; 32 (viii) when authenticated in accordance with the terms of the respective indenture and delivered to and paid for in accordance with the terms of the respective underwriting agreement, the Securities and the LYONs will constitute valid and legally binding obligations of the Registrants and the Company, respectively, enforceable against the Registrants and the Company, respectively, in accordance with their respective terms and entitled to the benefits of the respective indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; (ix) the Indenture, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Registrants, respectively, enforceable against the Registrants, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; (x) the Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Prospectus; (xi) to the best knowledge of such counsel, there is no current, pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary or to which any of their respective properties is subject of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus; (xii) the descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects 33 and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement or Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements, notes or schedules or other financial data included therein; (xiii) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements and term sheets thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and to the knowledge of such counsel (after due inquiry) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings therefor have been instituted or are pending or contemplated under the Act; and the Indenture has been duly qualified under the TIA; (xiv) no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Company of the transactions contemplated by the Agreement, except such as have been obtained and made under the Act, the Exchange Act, the TIA, state securities or "Blue Sky" laws or regulations or such as may be required by the NASD; no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Registrants, as applicable, or Nationwide with respect to the Nationwide Stations, of the transactions contemplated by the applicable Transaction Documents, except as disclosed in the Prospectus; the execution and delivery of this Agreement and the Indenture, the issuance and sale of the Securities, the performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result 34 in a breach or violation of any of (A) any of the respective charters or bylaws of the Company or any of the Subsidiaries or (B) to the knowledge of such counsel (after due inquiry), the terms or provisions of any agreement or instrument which is filed as an exhibit to the Registration Statement and to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the properties of the Company or any of the Subsidiaries is subject, or (C) to the knowledge of such counsel (after due inquiry) constitute a default under, any statute, rule or regulation to which the Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject or (D) any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties which conflict, breach or default in each of the cases described in clauses (B), (C) and (D) could reasonably be expected to have a Material Adverse Effect; (xv) at the time it became effective and on the Closing Date, the Registration Statement complied as to form in all material respects with the Act; (xvi) to the knowledge of such counsel, neither the Company nor the Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the Intellectual Property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of the Company and the Subsidiaries does not, to the knowledge of such counsel, infringe on the rights of any person; (xvii) to the best knowledge of such counsel, (A) there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments to which the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party or by which any of them may be bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement other than those described therein or filed as exhibits thereto and (B) no default exists in the due performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument so described or filed in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration 35 Statement, or any agreement identified on a schedule attached to the opinion, except for defaults which could not reasonably be expected to have a Material Adverse Effect; (xviii) the Company, the Subsidiaries and, to the knowledge of such counsel, Nationwide, to the extent each is a party thereto, have full corporate power and authority to execute, deliver and perform its respective obligations under the applicable Transaction Documents; (xix) the Transaction Documents, assuming the authorization, execution and delivery thereof by the parties other than the Registrants, as applicable, and Nationwide, constitute valid and legally binding agreements of the respective parties thereto enforceable against each of the parties, to the extent each is a party thereto, in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and to principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity) and except to the extent that a waiver of rights under usury laws may be unenforceable; and (xx) the approval of the transactions contemplated by the Transaction Documents by the stockholders of the Company is not required. (2) Such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, your representatives and your counsel in connection with the preparation of the Registration Statement and Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements (except as indicated above); and such counsel advises you that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the Registration Statement (as amended or supplemented, if applicable), at the time such Registration Statement or any post-effective amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than information omitted therefrom in reliance on Rule 430A under the Act), or the Prospectus (as 36 amended or supplemented), as of its date and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may further state that the firm assumes no responsibility for, and the firm has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Registration Statement. (3) An opinion (satisfactory to you and your counsel), dated the Closing Date of Hogan & Hartson, L.L.P., counsel for the Company with respect to FCC and related matters to the effect that: (i) those statements in the Prospectus (including the statements incorporated by reference in the Prospectus, under the caption "Business -- Federal Regulation of Radio Broadcasting" in the Company's Form 10-K filed for the year ended December 31, 1996) that describe provisions of the Communications Act of 1934, as amended (the "Communications Act"), and the FCC's published rules or regulations (for purposes of this opinion only, the "Rules") are accurate descriptions in all material respects. (ii) Schedule 1 to this opinion sets forth a complete list of the main station authorizations issued by the FCC to the Company and its Subsidiaries (for purposes of this opinion only, the "Licenses"). To such counsel's knowledge, the Licenses are the only licenses, permits or authorizations required under the Communications Act for the broadcast of signals on the main station frequency of each of the radio stations listed on Schedule 2 (for purposes of this opinion only, the "Jacor Stations"). Except for the pending applications noted on Schedule 1 hereto, the Licenses are in full force and effect (and the time within which any administrative or judicial appeal, reconsideration, rehearing or other review might be sought has lapsed with respect to the grant of the authorizations for the currently effective terms, and no such appeal, reconsideration, rehearing, or other review has been taken or instituted), and are held by the relevant Subsidiary as set forth on Schedule 1 hereto, and the expiration date of each License is set forth in Schedule 1 hereto. Except as indicated on Schedule 3 to this opinion, the Licenses are not subject to any 37 conditions imposed by the FCC other than those that appear on the Licenses or are customarily imposed by the FCC on radio stations of the same class and type. (iii) Except as listed in Schedule 4 hereto, there is no proceeding or other administrative action pending or, to such counsel's knowledge, threatened, before the FCC against the Company or any Subsidiary, which, if adversely determined, would materially and adversely affect the business or financial condition of the Company and its Subsidiaries, taken as a whole. To such counsel's knowledge, except as listed on Schedule 5 to this opinion, the Company and the Subsidiaries have filed with the FCC during the current license term of each License all material reports and forms required to be filed by the Company and the Subsidiaries with the FCC with respect to the Jacor Stations. (iv) The execution and delivery by the Company and any Subsidiary of the Transaction Documents, and the performance of the obligations as of the date hereof by the Company under the Underwriting Agreement and the Indenture, (i) do not violate the Communications Act, (ii) do not violate any of the Rules, (iii) do not violate the terms of any of the Licenses, (iv) do not cause any forfeiture or impairment of any License and (v) do not require any consent, approval or authorization of the FCC that has not been obtained; except that since we lack actual knowledge regarding the citizenship and other media interests of the purchasers of the Shares, we do not express any opinion with respect to compliance with multiple ownership and foreign ownership requirements under the Communications Act and the FCC Rules or with respect to the FCC's cross-interest policy (which such policy is summararized at 4 FCC Rcd 2035 (1989)). Except as indicated on Schedule 6, all necessary applications required by the FCC as of the date hereof for the transfer of control or assignment of the licenses of the stations described in the Prospectus under "Pending Radio Station Transactions" have been filed with the FCC. (4) An opinion (satisfactory to you and your counsel), dated the Closing Date of Paul, Hastings, Janofsky & Walker LLP, counsel for the Company, to the effect that: 38 (i) when authenticated in accordance with the terms of the Indenture and delivered to and paid for in accordance with the terms of this Agreement, the Guarantee and the Securities will constitute valid and legally binding obligations of the Guarantors and JCC, respectively, enforceable against the Guarantors and JCC, in accordance with their respective terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; and (ii) the Indenture, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Registrants, enforceable against each of the Registrants, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights. under any usury laws may be unenforceable (g) You shall have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), counsel for the Underwriters, in form and substance reasonably satisfactory to you. (h) You shall have received letters on and as of the date hereof as well as on and as of the Closing Date (in the latter case constituting an affirmation of the statements set forth in the former), in form and substance satisfactory to you, from Coopers & Lybrand L.L.P., Ernst & Young LLP and KPMG Peat Marwick, independent public accountants, containing the information and statements of the type ordinarily included in accountants' "comfort letters" to Underwriters, with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus for each of (i) the Company and the C&L Audited Companies, (ii) Premiere, and (iii) Nationwide, respectively. 39 (i) Skadden Arps shall have been furnished with such documents and opinions, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 7 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (j) Prior to the Closing Date, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request. (k) At the Closing Date, the LYONs and the Shares shall have been approved for quotation on the Nasdaq Stock Market's SmallCap Market and Nasdaq National Market, respectively, subject to notice of issuance. (l) There shall have been no amendments, alterations, modifications, or waivers of any provisions of the Transaction Documents since the date of the execution and delivery thereof by the parties thereto other than those which under the Act are not required to be disclosed in the Prospectus or any supplement thereto and which have been disclosed to the Underwriters prior to the date hereof. (m) Each of the Registrants, as applicable, and Nationwide shall, to the extent each is a party thereto, have complied in all respects with all agreements and covenants in the Transaction Documents and performed all conditions specified therein that the terms thereof require to be complied with or performed at or prior to the date hereof. (n) Prior to or concurrently with the purchase and sale of the Securities hereunder, the Company shall have completed the LYONs Offering and the Shares Offering. (o) Except as is disclosed to the Underwriters in writing, the representations and warranties of the Registrants, as applicable, and Nationwide set forth in the Transaction Documents shall be true, accurate and complete in all respects. (p) Prior to the Closing Date, the Company shall have obtained the determination of the Administrative Agent (as that term is defined in 40 the Credit Facility) pursuant to Section 6.11(g) of the Credit Facility that the Securities are substantially similar to the 10-1/8% Notes, the 9-3/4% Notes and the 8-3/4% Notes. (q) The Registrants shall not have failed on or prior to the Closing Date to perform or comply with any of the agreements contained herein. 8. DEFAULTS. If on the Closing Date any of the Underwriters shall fail or refuse to purchase Securities, which it has agreed to purchase hereunder on such date, and the aggregate amount of Securities that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of the total aggregate principal amount of Securities to be purchased on such date by all of the Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the amount of such Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase the Securities with respect to which such default exceeds 10% of the total aggregate principal amount of Securities to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Registrants for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Registrants, except as otherwise provided in this Section 8. In any such case that does not result in termination of this Agreement, the Underwriters or the Registrants may postpone the Closing Date for not longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any default by any such Underwriter under this Agreement. 9. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement shall become effective upon the later of (i) the execution and delivery of this Agreement by the parties hereto, (ii) the effectiveness of the Registration Statement, and (iii) if a post-effective amendment is required to be filed pursuant to Rule 430A under the Act, the effectiveness of such post-effective amendment. 41 This Agreement may be terminated at any time on or prior to the Closing Date by you by notice to the Company if any of the following has occurred: (i) subsequent to the date the Registration Statement is declared effective or the date of this Agreement, any Material Adverse Change occurs which, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis, change or emergency would, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated by the Prospectus, (iii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the over-the-counter markets or any setting of minimum prices for trading on such exchanges or markets, (iv) any declaration of a general banking moratorium by Federal, New York or Kentucky authorities, (v) the taking of any action by any Federal, state or local government or agency in respect of its monetary or fiscal affairs that in your judgment has a material adverse effect on the financial markets in the United States, and would, in your judgment, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (vi) the enactment, publication, decree, or other promulgation of any Federal or state statute, regulation, rule or order of any court or other governmental authority which, in your judgment, materially and adversely affects or will materially and adversely affect the business or operations of the Company or any Subsidiary, or (vii) any securities of the Company or any of the Subsidiaries shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization, PROVIDED, that in the case of such "watch list" placement, termination shall be permitted only if such placement would, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities or materially impair the investment quality of the Securities. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the Underwriters or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement. 42 If this Agreement shall be terminated by the Underwriters pursuant to clauses (i) or (vii) of the second paragraph of this Section 10 or because of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 4(k) hereof. 10. NOTICES. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to it at Jacor Communications, Inc., 50 East RiverCenter Boulevard, 12th Floor, Covington, Kentucky 41011, Attention: Randy Michaels, Chief Executive Officer, fax (606) 655-9345, with a copy to Graydon, Head & Ritchey, 1900 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202, Attention: Richard G. Schmalzl, Esq., and (b) if to any Underwriter, to Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York, New York 10172 Attention: Syndicate Department, and, in each case, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP at 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Attention: Gregg A. Noel, Esq., or in any case to such other address as the person to be notified may have requested in writing. 11. SEVERABILITY. Any determination that any provision of this Agreement may be, or is, unenforceable shall not affect the enforceability of the remainder of this Agreement. 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON 43 BEHALF OF ITSELF AND THE SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 13. SUCCESSORS. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, any Indemnified Person referred to herein and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The terms "successors and assigns" shall not include a purchaser of any of the Securities from any of the Underwriters merely because of such purchase. 14. COUNTERPARTS. This Agreement may be executed in one or more counterparts and, if executed in one or more counterpart, the executed counterparts shall each be deemed to be an original, not all such counterparts shall together constitute one and the same instrument. 15. HEADINGS. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to effect the meaning or interpretation of, this Agreement. 16. SURVIVAL. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Underwriter set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement. 44 This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. Please confirm that the foregoing correctly sets forth the agreement among the Company and you. Very truly yours, JACOR COMMUNICATIONS, INC. By: /s/ R. Christopher Weber -------------------------------- Name: R. Christopher Weber Title: Senior Vice President and Chief Financial Officer JACOR COMMUNICATIONS COMPANY By: /s/ R. Christopher Weber -------------------------------- Name: R. Christopher Weber Title: Senior Vice President, Chief Financial Officer and Secretary 45 BROADCAST FINANCE, INC.; CINE FILMS, INC.; CINE GUARANTORS, INC.; CINE GUARANTORS II, INC.; CINE GUARANTORS II, LTD.; CINE MOBILE SYSTEMS INT'L. N.V.; CINE MOVIL S.A. DE C.V.; CITICASTERS CO.; GACC-N26LB, INC.; GREAT AMERICAN MERCHANDISING GROUP, INC.; GREAT AMERICAN TELEVISION PRODUCTIONS, INC.; INMOBILIARIA RADIAL, S.A. DE C.V.*; JACOR BROADCASTING CORPORATION; JACOR BROADCASTING OF ATLANTA, INC.; JACOR BROADCASTING OF CHARLESTON, INC.; JACOR BROADCASTING OF COLORADO, INC.; JACOR BROADCASTING OF DENVER, INC.; JACOR BROADCASTING OF FLORIDA, INC.; JACOR BROADCASTING OF KANSAS CITY, INC.; JACOR BROADCASTING OF LAS VEGAS, INC.; JACOR BROADCASTING OF LAS VEGAS II, INC.; JACOR BROADCASTING OF LOUISVILLE, INC.; JACOR BROADCASTING OF LOUISVILLE II, INC.; 46 JACOR BROADCASTING OF SALT LAKE CITY, INC.; JACOR BROADCASTING OF SALT LAKE CITY II, INC.; JACOR BROADCASTING OF ST. LOUIS, INC.; JACOR BROADCASTING OF SAN DIEGO, INC.; JACOR BROADCASTING OF SARASOTA, INC.; JACOR BROADCASTING OF TAMPA BAY, INC.; JACOR BROADCASTING OF TOLEDO, INC.; JACOR BROADCASTING OF YOUNGSTOWN, INC.; JACOR CABLE, INC.; JACOR LICENSEE OF CHARLESTON, INC.; JACOR LICENSEE OF KANSAS CITY, INC., JACOR LICENSEE OF LAS VEGAS, INC.; JACOR LICENSEE OF LAS VEGAS II, INC.; JACOR LICENSEE OF LOUISVILLE, INC.; JACOR LICENSEE OF LOUISVILLE II, INC.; JACOR LICENSEE OF SALT LAKE CITY, INC.; JACOR LICENSEE OF SALT LAKE CITY II, INC.; JACOR/PREMIERE HOLDING, INC.; JBSL, INC.; LOCATION PRODUCTIONS, INC.; LOCATION PRODUCTIONS II, INC.; MULTIVERSE ACQUISITION CORP.**; NOBLE BROADCAST CENTER, INC.; NOBLE BROADCAST GROUP, INC.; NOBLE BROADCAST HOLDINGS, INC.; NOBLE BROADCAST LICENSES, INC.; NOBLE BROADCAST OF SAN DIEGO, INC.; NOBRO, S.C*.; NOVA MARKETING GROUP, INC.; NSN NETWORK SERVICES, LTD.; PREMIERE RADIO NETWORKS, INC.**; RADIO-ACTIVE MEDIA, INC.; SPORTS RADIO BROADCASTING, INC.; SPORTS RADIO, INC.; THE SY FISCHER COMPANY AGENCY, INC.;VTTV PRODUCTIONS; AND WHOK, INC. By: /s/ R. Christopher Weber -------------------------------- Name: R. Christopher Weber Title: Senior Vice President and Assistant Secretary for all above companies except those marked with an *, of which he is Treasurer, those marked with an **, of which he is Senior Vice President 47 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CHASE SECURITIES INC. Acting on behalf of themselves By: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ Michael Hooks --------------------------------- Name: Michael Hooks Title: Managing Director 48 SCHEDULE 1 AMOUNT OF SECURITIES TO UNDERWRITERS BE PURCHASED - ------------- -------------- Donaldson, Lufkin & Jenrette Securities Corporation...................... $ 84,000,000 Chase Securities Inc. ........................... $ 36,000,000 ------------- Total ...................................... $120,000,000 ============= 49 EX-1.2 3 PURCHASE AGREEMENT JACOR COMMUNICATIONS, INC. (a Delaware corporation) $383,573,000 Principal Amount At Maturity Liquid Yield Option-TM- Notes Due 2018 (Zero Coupon - Senior) PURCHASE AGREEMENT February 3, 1998 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281-1305 Dear Sirs: Jacor Communications, Inc., a Delaware corporation (the "Company") and Jacor Communications Company ("JCC"); Broadcast Finance, Inc.; Cine Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters Co.; GACC-N26LB, Inc.; Great American Merchandising Group, Inc.; Great American Television Productions, Inc.; Inmobilaria Radial, S.A. de C.V.; Jacor Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Charleston, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor Broadcasting of Denver, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor Broadcasting of Kansas City, Inc.; Jacor Broadcasting of Las Vegas, Inc.; Jacor Broadcasting of Las Vegas II; Jacor Broadcasting of Louisville, Inc.; Jacor Broadcasting of Louisville II, Inc.; Jacor Broadcasting of Salt Lake City, Inc.; Jacor Broadcasting of Salt Lake City II, Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor Broadcasting of Toledo, Inc.; Jacor Broadcasting of Youngstown, Inc.; Jacor Cable, Inc.; Jacor Licensee of Charleston, Inc.; Jacor Licensee _____________________________ - -TM- Trademark of Merrill Lynch & Co., Inc. of Kansas City, Inc.; Jacor Licensee of Las Vegas, Inc.; Jacor Licensee of Las Vegas II, Inc.; Jacor Licensee of Louisville, Inc.; Jacor Licensee of Louisville II, Inc.; Jacor Licensee of Salt Lake City, Inc.; Jacor Licensee of Salt Lake City II, Inc.; Jacor/Premiere Holding, Inc.; JBSL, Inc.; Location Productions, Inc.; Location Productions II, Inc.; Multiverse Acquisition Corp.; Noble Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast of San Diego, Inc.; Nobro, S.C.; Nova Marketing Group, Inc.; NSN Network Services, Ltd.; Premiere Radio Networks, Inc.; Radio-Active Media, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; The Sy Fischer Company Agency, Inc.;VTTV Productions; and WHOK, Inc. each a direct or indirect subsidiary of the Company or any successor entity, whether by merger, consolidation, change of name or otherwise (collectively, the "Subsidiaries" and together with the Company, the "Registrants") confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), with respect to the sale by the Company and the purchase by the Underwriter of $383,573,000 aggregate principal amount at maturity of its Liquid Yield Option-TM- Notes due 2018 (the "LYONs-TM-") and with respect to the grant by the Company to the Underwriter of the option described in Section 2 hereof to purchase all or any part of an additional $43,344,000 aggregate principal amount at maturity of its LYONs solely to cover over-allotments. The aforesaid aggregate principal amount at maturity of LYONs (the "Initial Securities") and all or any part of the $43,344,000 aggregate principal amount at maturity of the LYONs subject to the over-allotment option described in Section 2 hereof (the "Option Securities") are collectively referred to herein as the "Securities." The Securities are to be issued pursuant to an indenture, to be dated as of February 9, 1998, as it may be amended or supplemented from time to time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). The Securities are convertible into shares of common stock, $.01 par value per share, of the Company (the "Common Stock"), at any time before the close of business on the maturity date of the Securities. On February 9, 2003, February 9, 2008 and February 9, 2013 the holders of the Securities each have the option to require the Company to purchase such Securities by paying the issue price of the Securities plus the accrued original issue discount to the date of purchase, such payment to be made, at the option of the Company, in cash, in shares of Common Stock or any combination thereof. Prior to the purchase and public offering of the Securities by the Underwriter, the Company and the Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (the "Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written 2 telecommunication between the Company and the Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Registrants have filed with the Securities and Exchange Commission (the "Commission"), a "shelf" registration statement on Form S-3 (No. 333-40127), including a prospectus, relating to debt securities, preferred stock, depository shares and common stock and a related preliminary prospectus supplement for the registration of the offering of the Securities including the Common Stock issuable upon conversion thereof under the Securities Act of 1933, as amended (the "Act"), has filed such amendments thereto, if any, and such amended preliminary prospectuses as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. Such registration statement (as amended, if applicable) and the prospectus constituting a part thereof (including any prospectus supplement and including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of the rules and regulations of the Commission under the Act (the "Act Regulations")), as from time to time amended or supplemented pursuant to the Act, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to the Underwriter by the Company for use in connection with the offering of the Securities including the Common Stock issuable upon conversion thereof which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Act Regulations), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Underwriter for such use. The Company understands that the Underwriter proposes to make a public offering of the Securities as soon as the Underwriter deems advisable after the Registration Statement becomes effective, the Pricing Agreement has been executed and delivered and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"). The Securities are being issued and sold to fund, in part, the consideration to be paid by the Company under the Nationwide Agreement (as defined below). Alternatively and pending such uses, the Company intends to use the net proceeds for general corporate purposes, including acquisitions of other broadcast 3 properties and broadcast related businesses and to repay in part outstanding indebtedness under the revolving credit component of the Credit Facility (defined below). The Pending Transactions (as such term is defined in the Prospectus) include, among other things, the acquisition (the "Nationwide Acquisition") of 17 radio stations (the "Nationwide Stations") from Nationwide (as defined below) pursuant to an Agreement of Sale (the "Nationwide Agreement") dated as of December 19, 1997, by and among JCC, Citicasters Co. and Nationwide Communications, Inc., Nationwide Mutual Insurance Company, Employers Insurance of Wasau, San Diego Lotus Corp. and The Beak and Wire Corporation (collectively, "Nationwide"). Prior to or concurrently with the issuance and sale of the Securities, the Company and JCC, as applicable will (i) issue and sell 4,560,000 shares of Common Stock (excluding 513,000 shares of Common Stock which is subject to an over-allotment option) and (ii) issue and sell $120.0 million aggregate principal amount of 8% Senior Subordinated Notes due 2010 (the "Sub Notes"). This Purchase Agreement and all agreements and documents executed in connection with the Pending Transactions and all documents and agreements related to each of the offering of the Sub Notes (the "Sub Notes Offering") and the offering of the Shares (the "Shares Offering") are collectively referred to herein as the "Transaction Documents." SECTION 1. REPRESENTATIONS AND WARRANTIES. The Registrants represent and warrant to the Underwriter as of the date hereof and as of the date of the Pricing Agreement (such latter date being hereinafter referred to as the "Representation Date") as follows: (a) When the Registration Statement becomes effective, including at the date of any post-effective amendment, at the date of the Prospectus (if different) and at the Closing Date, the Registration Statement will comply in all material respects with the provisions of the Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any supplements or amendments thereto will not at the date of the Prospectus, at the date of any such supplements or amendments and at the Closing Date contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Registration Statement or the Prospectus (or any supplement or amendment to them) made in reliance upon and in conformity 4 with information relating to the Underwriter furnished to the Registrants in writing by or on behalf of the Underwriter expressly for use therein. The Registrants acknowledge for all purposes under this Agreement that the statements with respect to price and underwriting discount and the last paragraph all as set forth on the cover page and the second and third sentences of the first paragraph, paragraph four, the first sentence of paragraph six, and paragraphs eight, nine, ten and twelve under the caption "Underwriting" in the Prospectus (or any amendment or supplement) constitute the only written information furnished to the Registrants by the Underwriter expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement to them) and that the Underwriter shall not be deemed to have provided any other information (and therefore is not responsible for any such statement or omission). (b) Any term sheet and prospectus subject to completion provided by the Registrants to the Underwriter for use in connection with the offering and sale of the Securities pursuant to Rule 434 under the Act together are not materially different from the Prospectus included in the Registration Statement. (c) Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, and each Registration Statement filed pursuant to Rule 462(b) under the Act, if any, complied when so filed in all material respects with the Act. (d) The Company and each of its Subsidiaries has been duly organized, is validly existing as a corporation in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to carry on its business as it is currently being conducted, to own, lease and operate its properties and, as applicable, to authorize the offering of the Securities, including the Common Stock issuable upon conversion thereof, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Securities, including the Common Stock issuable upon conversion thereof, and to execute, deliver and perform the Transaction Documents, as applicable, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction where the operation, ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the respective properties, business, results of operations, condition (financial or otherwise), affairs or prospects of 5 each of the Company and the Subsidiaries taken as a whole (a "Material Adverse Effect"). (e) All of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly and validly authorized and issued, and all of the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company and, upon completion of the transactions contemplated by the Transaction Documents, substantially all of the assets of the Nationwide Stations (other than as described in the Prospectus) will be owned directly or through Subsidiaries, by the Company. All such shares of capital stock are fully paid and non-assessable, and are owned free and clear of any security interest, mortgage, pledge, claim, lien or encumbrance (each, a "Lien"), except for Liens arising under the Amended and Restated Credit Agreement, dated as of September 16, 1997, by and among The Chase Manhattan Bank, as Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of America, Illinois, as Syndication Agent (the "Credit Facility".) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary. (f) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization"; all the shares of issued and outstanding Common Stock have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; the Securities, including the Common Stock issuable upon conversion thereof, have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; the capital stock of the Company, including the Common Stock, conforms in all material respects to all statements relating thereto in the Prospectus and the Registration Statement; and the issuance of the Securities including the Common Stock issuable upon conversion thereof by the Company will not be subject to preemptive or other similar rights. 6 (g) None of the Company or any of the Subsidiaries is in violation of their respective charters or bylaws or in default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject. (h) The Transaction Documents have been duly authorized and validly executed and delivered by the Registrants, as applicable, and constitute valid and legally binding agreements of the Registrants, as applicable, enforceable against the Registrants, as applicable, in accordance with their terms (assuming, in the case of each of the Transaction Documents, the due execution and delivery thereof by each party thereto). (i) The Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms, will be a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. (j) The execution and delivery of this Agreement, the Indenture and the Securities by the Company, the issuance and sale of the Securities, including the Common Stock issuable upon conversion thereof, the performance of this Agreement and the Indenture and the consummation of the transactions contemplated by this Agreement and the Indenture and the execution and delivery of the Transaction Documents by each of the Registrants, as applicable, and the consummation of the Pending Transactions will not (1) conflict with or result in a breach or violation of any of the respective charters or bylaws of the Company or any of the Subsidiaries or any of the terms or provisions of, or (2) constitute a default or cause an acceleration of any obligation under or result in the imposition or creation of (or the obligation to create or impose) a Lien with respect to, any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of the Subsidiaries is 7 a party or by which it or any of them is bound, or to which any properties of the Company or any of the Subsidiaries is or may be subject, or (3) contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties, or violate or conflict with any statute, rule or regulation or administrative or court decree applicable to the Company or any of the Subsidiaries or any of their respective properties. (k) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or affecting the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or any of their respective properties, which is required to be disclosed in the Registration Statement or the Prospectus, or which could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect the consummation of this Agreement or the transactions contemplated hereby or the consummation of the Transaction Documents or the Pending Transactions, and to the best of the Company's knowledge, no such proceedings are contemplated or threatened. No contract or document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement is not so described or filed. (l) No action has been taken and no statute, rule or regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Securities, including the Common Stock issuable upon conversion thereof, suspends the effectiveness of the Registration Statement, prevents or suspends the use of any preliminary prospectus or suspends the sale of the Securities, including the Common Stock issuable upon conversion thereof, in any jurisdiction referred to in Section 4(g) hereof; no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction has been issued with respect to the Company or any of the Subsidiaries which would prevent or suspend the issuance or sale of the Securities, including the Common Stock issuable upon conversion thereof, the effectiveness of the Registration Statement, or the use of any preliminary prospectus in any jurisdiction referred to in Section 4(g) hereof; no action, suit or proceeding is pending against or, to the best of the Company's knowledge, threatened against or affecting the Company or any of the Subsidiaries before any court or arbitrator or any governmental body, agency or official, domestic or foreign, which, if adversely determined, would materially interfere with or adversely affect the issuance of the Securities, including the Common Stock issuable upon conversion thereof, or in any manner draw into question the 8 validity of the Transaction Documents; and every request of the Commission or any securities authority or agency of any jurisdiction for additional information (to be included in the Registration Statement or the Prospectus or otherwise) has been complied with in all material respects. (m) (i) None of the Company, any of the Subsidiaries and Nationwide with respect to the Nationwide Stations is in violation of any Federal, state or local laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products ("Materials of Environmental Concern"), or otherwise relating to the protection of human health and safety, or the storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations, except to the extent that any such violation could not have a Material Adverse Effect or otherwise require disclosure in the Prospectus; and (ii) to the best knowledge of the Company and any of the Subsidiaries, after due inquiry, (A) none of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations and any of the other parties to the Transaction Documents (the "Pending Transaction Parties") with respect to the properties and radio stations to be purchased or sold pursuant to the Transaction Documents (the "Pending Properties") has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to such violation in the future, (B) there is no pending or threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability for investigatory, cleanup, or governmental responses costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (x) the presence, or release into the environment, of any Material of Environmental Concern at any location owned or operated by the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, now or in the past, or (y) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law (collectively, "Environmental Claims") that could have a Material Adverse Effect or otherwise require disclosure in the Prospectus, and (C) there are no past or present actions, activities, circumstances, conditions, 9 events or incidents, that could form the basis of any Environmental Claim against the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, or against any person or entity whose liability for any Environmental Claim the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, have retained or assumed either contractually or by operation of law. In the ordinary course of its business, each of the Company and the Subsidiaries and Nationwide with respect to the Nationwide Stations conducts a periodic review of the effect of Environmental Laws on its business, operations and properties in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company and the Subsidiaries, have reasonably concluded that such associated costs and liabilities could not have a Material Adverse Effect. (n) None of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has violated any Federal, state or local law relating to discrimination in the hiring, promotion or pay of employees nor any applicable wage or hour laws, nor any provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") or the rules and regulations promulgated thereunder, nor has the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, engaged in any unfair labor practice, which in each case described in this sentence could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect. There is (i) no significant unfair labor practice complaint pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending 10 Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against the Company or any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, or the Pending Transaction Parties with respect to the Pending Properties and (iii) to the best knowledge of the Company, no union representation question existing with respect to the employees of the Company or any of the Subsidiaries, or the Pending Transaction Parties with respect to the Pending Properties, and, to the best knowledge of the Company, no union organizing activities are taking place, except (with respect to any matter specified in clause (i), (ii) or (iii) above, singly or in the aggregate) such as could not have a Material Adverse Effect. (o) The Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations each have good and marketable title, free and clear of all Liens, to all property and assets described in the Registration Statement as being owned by it, except for (i) Liens pursuant to the Credit Facility, (ii) Liens on general office equipment which are not material to the Company's operations and (iii) Liens on the Nationwide Stations which will be released upon consummation of the Nationwide Acquisition. All leases to which the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party are valid and binding and no default has occurred or is continuing thereunder and the Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or any such Subsidiary or Nationwide with respect to the Nationwide Stations. (p) The respective firm of accountants that has certified or shall certify the applicable consolidated financial statements and supporting schedules of the Company, E.F.M. Media Management, Inc., E.F.M. Publishing, Inc., PAM Media, Inc., Archon Communications, Inc., Synergy Broadcast Investment Enterprises, L.L.C., Worldstar, Inc., Multiverse Networks L.L.C., Shanahan Broadcasting, Inc., (collectively, the "C&L Audited Companies"), Nationwide, Premiere and Jacor Broadcasting of Youngstown, Inc. filed, to be filed or incorporated by reference with the Commission as part of the Registration 11 Statement and the Prospectus are independent public accountants with respect to the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. as required by the Act. The consolidated historical and PRO FORMA financial statements, together with related schedules and notes, set forth in the Prospectus and the Registration Statement comply as to form in all material respects with the requirements of the Act. Such historical financial statements fairly present the consolidated financial position of the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated, in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout such periods. Such PRO FORMA financial statements have been prepared on a basis consistent with such historical statements, except for the PRO FORMA adjustments specified therein, and give effect to assumptions made on a reasonable basis and present fairly the historical and proposed transactions contemplated by the Prospectus and the Transaction Documents. The other financial and statistical information and data included in the Prospectus and in the Registration Statement, historical and PRO FORMA, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. (q) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and up to the Closing Date, none of the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations have incurred any liabilities or obligations, direct or contingent, which are material to the Company and the Subsidiaries taken as a whole, nor entered into any transaction not in the ordinary course of business and there has not been, singly or in the aggregate, any material adverse change, or any development which could reasonably be expected to involve a material adverse change, in the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of the Company and the Subsidiaries taken as a whole (a "Material Adverse Change"). (r) All tax returns required to be filed by the Company, any of the Subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities have been paid, other than those being contested in good 12 faith and for which adequate reserves have been provided or those currently payable without penalty or interest. (s) No authorization, approval or consent or order of, or filing with, any court or governmental body or agency is necessary in connection with the transactions contemplated by the Transaction Documents, except such as (i) may be required by the NASD, (ii) are disclosed in the Prospectus or (iii) have been obtained and made under the Act, the Exchange Act, the TIA or state securities or "Blue Sky" laws or regulations. Neither the Company nor any of its affiliates is presently doing business with the government of Cuba or with any person or affiliate located in Cuba. (t) (i) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, any of the Pending Transaction Parties with respect to the Pending Properties, has all certificates, consents, exemptions, orders, permits, licenses, authorizations, or other approvals (each, an "Authorization") of and from, and has made all declarations and filings with, all Federal, state, local and other governmental authorities (including the Federal Communications Commission ("FCC")), all self-regulatory organizations and all courts and other tribunals, necessary or required to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) all such Authorizations are valid and in full force and effect, (iii) each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto and (iv) each commercial radio broadcast station identified in the Prospectus as owned and operated by any of the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, as applicable, is operating with the maximum facilities specified by the Authorization pertaining thereto. (u) Neither the Company nor any of the Subsidiaries is (a) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (b) a "holding 13 company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended. (v) No holder of any security of the Company has or will have any right to require the registration of such security by virtue of any transaction contemplated by this Agreement. (w) The Securities have been approved for quotation on the Nasdaq SmallCap Market, subject to notice of issuance. (x) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, possesses the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, "Intellectual Property") presently employed by them in connection with the businesses now operated by them, and none of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which, singly or in the aggregate, could reasonably be expected to result in any Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties does not, to the Company's knowledge, infringe on the rights of any person except where any such infringement has not resulted in, or could not reasonably be expected to result in any Material Adverse Change. (y) Each certificate signed by any officer of any Registrant and delivered to the Underwriter or counsel for the Underwriter shall be deemed to be a representation and warranty by the applicable Registrant to the Underwriter as to the matters covered thereby. (z) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in 14 accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (aa) The Company has not (i) taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which could reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) since the initial filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (bb) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, maintains insurance covering their properties, operations, personnel and businesses. Such insurance insures against such losses and risks as are adequate in accordance with customary industry practice to protect the Company and its Subsidiaries and their businesses. None of the Company, any Subsidiary and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Closing Date. (cc) Neither the Company nor Nationwide with respect to the Nationwide Stations has, directly or indirectly, paid or delivered any fee, commission or other sum of money or item or property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of the Company or Nationwide with respect to the Nationwide Stations, respectively, which the Company knows or has reason to believe to have been illegal under any Federal, state or local laws of the United States or any other country having jurisdiction; and neither the Company nor Nationwide with 15 respect to the Nationwide Stations has participated, directly or indirectly, in any boycotts or other similar practices in contravention of law affecting any of its actual or potential customers. (dd) The Company does not own any "margin securities" as that term is defined in Regulations G and U of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and, except as disclosed in the Prospectus, none of the proceeds of the sale of the Securities will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Securities to be considered a "purpose credit" within the meanings of Regulation G, T, U or X of the Federal Reserve Board. (ee) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to a local marketing agreement or a joint sales agreement (a "Licensee") has been issued by the FCC an FCC license (which is in full force and effect) for the operation of the commercial radio broadcast station identified in the Prospectus as programmed by the Company or any of its Subsidiaries, which licenses expire on the dates set forth in the Prospectus. (ff) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to an exclusive sales agency agreement (a "Mexican Licensee"), has been issued by the Mexican government all necessary Mexican licenses (which are in full force and effect) for the operation of the commercial radio broadcast station identified in the Prospectus as programmed by the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries have all Authorizations necessary to deliver programming to the Mexican Licensees. (gg) Each of the Company, its Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has filed with the FCC all material reports, documents, instruments, information and applications required to be filed pursuant to the FCC's rules, regulations and requests. No notice has been issued by the FCC which could permit, or after notice or lapse of time or both could permit, revocation or termination of any FCC license of any of the Subsidiaries, Nationwide with respect to the Nationwide Stations or, 16 to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or to the knowledge of the Company, of any of the Licensees prior to the expiration dates thereof or which could reasonably be expected to result in any other material impairment of any of the Subsidiaries', or Nationwide with respect to the Nationwide Stations or its subsidiaries, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, of any of the Licensees' rights thereunder and which could reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. (hh) Each of the Company's radio and television stations (the "Stations") is now operating, and has operated, in compliance in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), and the published rules and regulations of the FCC. There is not issued, outstanding or pending any Notice of Violation, Notice of Apparent Liability, Order to Show Cause, material complaint or investigation by or before the FCC which could materially threaten or materially adversely affect any of the Company's or any of its Subsidiaries', Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries' with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' FCC licenses or which could reasonably be expected to result in any material adverse effect upon any of the Company's Subsidiaries, Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' operation of its respective stations and which could reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect, nor does the Company have reason to believe that the FCC licenses with respect to the Stations will not be renewed for a full eight year term when such FCC licenses are due for renewal. (ii) The execution, delivery and performance of the obligations by the Company under this Agreement are not and will not be contrary to the Communications Act, as amended, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. (jj) Other than for the divestiture of two radio stations in San Diego, California, as described in the Prospectus, the execution, delivery and perfor- 17 mance of the obligations by JCC, Citicasters Co. and Nationwide (each, a "Nationwide Transaction Party" and, collectively, the "Nationwide Transaction Parties") and, to the knowledge of the Company, by the Pending Transaction Parties with respect to the Pending Properties to the extent each is a party to the Transaction Documents are not and will not be contrary to the Communications Act, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. Other than applications relating to the divestiture of two radio stations in San Diego, California, all necessary applications, exhibits or other filings required by the FCC for transfer of control of the Stations now controlled by the Pending Transaction Parties with respect to the Pending Properties pursuant to the applicable Transaction Documents have been filed with the FCC (the "Transfer Applications"). To the best of the Company's knowledge, there are no circumstances that would cause the FCC to reject the Transfer Applications. (kk) The Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, have, to the extent each is or will be a party thereto, all requisite corporate power and authority to execute, deliver and perform their respective obligations under each of the Transaction Documents; each of the Transaction Documents has been duly and validly authorized, executed and delivered by the Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, to the extent each is a party thereto, and each constitutes a valid and legally binding agreement of the Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, enforceable against each Nationwide Transaction Party or Pending Transaction Party, as applicable, in accordance with its terms; except as set forth in the Prospectus, no consent, approval, authorization or order of any court or governmental agency or body is required for the performance of any of the Transaction Documents by each of the Nationwide Transaction Parties or, to the knowledge of the Company, each Pending Transaction Party, to the extent each is a party thereto, or the consummation by each of the Nationwide Transaction Parties, or to the knowledge of the Company, each of the Pending Transaction Parties, of any of the transactions contemplated thereby, except such as may be required and have been obtained, or upon effectiveness of the Registration Statement, will have been obtained, under the Act, the Exchange Act, the TIA, or state securities or "Blue Sky" laws or regulations or such as may be required by the NASD in connection with the purchase and distribution of the Securities by the Underwriter; and none of the 18 Nationwide Transaction Parties, is (i) in violation of its charter or bylaws, (ii) in violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, which violation would have a Material Adverse Effect, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Transaction Documents or any other contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, Authorizations, certificate or agreement or instrument to which any of them is a party or to which any of them is subject, which default would have a Material Adverse Effect. (ll) The execution, delivery and performance by the Nationwide Transaction Parties, to the extent each is a party thereto, of each of the Transaction Documents, and the consummation by the respective Nationwide Transaction Parties of the transactions contemplated thereby, will not violate, conflict with or constitute or result in a breach of or a default under (or an event which, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any of the Transaction Documents or any other indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, or agreement or instrument to which a Nationwide Transaction Party, is a party or to which any of their respective properties or assets are subject, which violation, conflict, breach or default would have a Material Adverse Effect, (ii) the charter or bylaws of the Nationwide Transaction Party, or (iii) any statute, judgment, decree, order, rule or regulation of any court, governmental agency or other body or self regulatory organization applicable to each Nationwide Transaction Party, or any of their respective properties or assets, which violation, conflict, breach or default would have a Material Adverse Effect. (mm) The Nationwide Acquisition has been duly authorized by the Nationwide Transaction Parties and the transactions contemplated by the Transaction Documents have been approved, to the extent required, by all appropriate corporate action; approval of the transactions contemplated by the Transaction Documents by the shareholders of the Company is not required. (nn) The Company has delivered to the Underwriter a true and correct copy of each of the Transaction Documents that have been executed and delivered prior to the date of this Agreement and each other Transaction Document in the form substantially as it will be executed and delivered, together with all related agreements and all schedules and exhibits thereto, and there have 19 been no amendments, alterations, modifications or waivers of any of the provisions of any of the Transaction Documents since their date of execution or from the form in which it has been delivered to the Underwriter; there exists as of the date hereof (after giving effect to the transactions contemplated by the Transaction Documents) no event or condition which would constitute a default or an event of default (in each case as defined in the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the Sub Notes, respectively) under the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the Sub Notes, respectively, and no event or condition which would constitute a default or an event of default (in each case as defined in each of the Transaction Documents) under any of the Transaction Documents other than the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes or the Sub Notes, which would result in a Material Adverse Effect or materially adversely effect the ability of each of the Company or Nationwide to consummate the transactions contemplated by the Transaction Documents. For purposes of this Agreement, "LYONS DUE 2011" means the liquid yield option notes due 2011 issued by the Company pursuant to an Indenture, dated as of June 12, 1996, by and between the Company and the Bank of New York; "10-1/8% NOTES" means the 10-1/8% Senior Subordinated Notes due 2006 issued by JCAC, Inc. (predecessor to JCC), pursuant to an Indenture, dated as of June 12, 1996, by and among JCAC, Inc., the Company and First Trust of Illinois, National Association; "9-3/4% NOTES" means the 9-3/4% Senior Subordinated Notes due 2006 issued by JCC pursuant to an Indenture, dated as of December 17, 1996, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York; and "8-3/4% NOTES" means the 8-3/4% Senior Subordinated Notes due 2007 issued by JCC pursuant to an Indenture, dated as of June 11, 1997, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York. (oo) The Company has filed with the Commission all filings that are required to be filed as of the date hereof with respect to the financial statements of each of the Nationwide Transaction Parties and each of the Pending Transaction Parties in filings made under the Act and under the Exchange Act, specifically as required by Rule 3-05 of Regulation S-X and General Instructions and Item 7 of Form 8-K. (pp) Each of the representations and warranties contained in each of the Transaction Documents are true and correct on and as of the date hereof, except as could not have a Material Adverse Effect. 20 (qq) The Company meets the requirements for registering an offering of securities with the Commission on registration statement Form S-3 pursuant to the standards for those Forms prior to October 21, 1992. (rr) The Securities have received a rating of B3 from Moody's Investors Service ("Moody's"); and the Sub Notes have received a rating of B2 from Moody's. (ss) Immediately after any sale of the Securities, the Sub Notes and the Shares by the Company or JCC, as applicable, the aggregate amount of securities that have been issued and sold by the Company or JCC, as applicable, (including the Securities, the Sub Notes and the Shares) will not exceed the amount of securities registered under the Registration Statement. SECTION 2. SALE AND DELIVERY TO UNDERWRITER; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at the price per $1,000 principal amount at maturity set forth in the Pricing Agreement, the Initial Securities. (a) If the Company has elected not to rely upon Rule 430A under the Act Regulations, the initial public offering price, the initial conversion rate and the purchase price (per $1,000 principal amount at maturity) to be paid by the Underwriter for the Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (b) If the Company has elected to rely upon Rule 430A under the Act Regulations, the purchase price (per $1,000 principal amount at maturity) to be paid by the Underwriter for the Securities shall be an amount equal to the initial public offering price, less an amount per Security to be determined by agreement between the Underwriter and the Company. The initial public offering price (per $1,000 principal amount at maturity) of the Securities and the initial conversion rate applicable to the Securities likewise shall be determined by agreement between the Underwriter and the Company. The initial public offering price, the initial conversion rate and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has 21 not been executed and delivered by the parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriter. (i) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter, to purchase from it any or all of the Option Securities (in multiples of $1,000 principal amount at maturity) at the same price (per $1,000 principal amount at maturity) as is to be paid by the Underwriter for the Initial Securities, plus accrued amortization of original issue discount, if any, on the terms set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the Act Regulations, or (ii) the Representation Date, if the Company has elected to rely on Rule 430A under the Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriter to the Company setting forth the number of Option Securities as to which the Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Underwriter and the Company. (ii) Delivery of the Initial Securities shall be made at the offices of the Underwriter in New York City, and payment of the purchase price for the Initial Securities shall be made at the offices of counsel for the Company in New York City, or, in each case, at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M., New York City time, on February 9, 1998 (such time and date of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the offices set forth above, or at such other place as shall be agreed upon by 22 the Underwriter and the Company, on the Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made by wire transfer payable in same day funds, to the order of the Company against delivery to the Underwriter of certificates for the Securities to be purchased by it. Certificates for the Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Underwriter may request in writing at least two business days before Closing Time or the Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Underwriter not later than 10:00 A.M., New York City time, on the last business day prior to the Closing Time or the Date of Delivery, as the case may be, in New York City. SECTION 3. COVENANTS OF THE COMPANY. The Registrants, as applicable, covenants with the Underwriter as follows: (a) The Registrants will, if the Registration Statement has not heretofore become effective under the Act, file an amendment to the Registration Statement or, if necessary pursuant to Rule 430A under the Act, a post-effective amendment to the Registration Statement, in each case as soon as practicable after the execution and delivery of this Agreement, and will use their best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time. The Registrants will comply fully and in a timely manner with the applicable provisions of Rule 424 and Rule 430A and, if applicable, Rule 462, under the Act. (b) The Company will advise you promptly and, if requested by any of you, confirm such advice in writing, (i) when the Registration Statement has become effective, if and when the Prospectus is sent for filing pursuant to Rule 424 under the Act and when any post-effective amendment to the Registration Statement becomes effective, (ii) of the receipt of any comments from the Commission or any state securities commission or regulatory authority that relate to the Registration Statement or requests by the Commission or any state securities commission or regulatory authority for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or of the suspension of qualification of the Securities, including the Common Stock issuable upon conversion thereof, for offering or sale in any jurisdiction, or the initiation of 23 any proceeding for such purpose by the Commission or any state securities commission or any other regulatory authority, and (iv) of the happening of any event during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Securities by you which makes any statement of a material fact made in the Registration Statement untrue or which requires the making of any additions to or changes in the Registration Statement (as amended or supplemented from time to time) in order to make the statements therein not misleading or that makes any statement of a material fact made in the Prospectus (as amended or supplemented from time to time) untrue or which requires the making of any additions to or changes in the Prospectus (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Securities under any state securities or Blue Sky laws, and, if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of the Securities under any state securities or Blue Sky laws, the Company shall use every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge two (2) signed copies (plus one (1) additional signed copy to your legal counsel) of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits filed therewith, and will furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (d) The Registrants will not file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or make any amendment or supplement to the Prospectus, of which you shall not previously have been advised and provided a copy within two business days prior to the filing thereof (or such reasonable amount of time as is necessitated by the exigency of such amendment or supplement) or to which you shall reasonably object; and the Registrants will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and will 24 use their best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. (e) Promptly after the Registration Statement becomes effective, and from time to time thereafter for such period in your reasonable judgment as a prospectus is required to be delivered in connection with sales of the Securities by you, the Company will furnish to each Underwriter and dealer without charge as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as the Underwriter and dealers may reasonably request. The Registrants consent to the use of the Prospectus and any amendment or supplement thereto by any Underwriter or any dealer, both in connection with the offering or sale of the Securities and for such period of time thereafter as the Prospectus is required by the Act or the Exchange Act to be delivered in connection therewith. (f) If during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Securities by you any event shall occur as a result of which, in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing as of the date the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with any law, the Registrants will promptly prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing as of the date the Prospectus is so delivered, be misleading, and will comply with applicable law, and will furnish to each Underwriter and dealer without charge such number of copies thereof as the Underwriter and dealers may reasonably request. (g) Prior to any public offering of the Securities, the Registrants will cooperate with you and your counsel in connection with the registration or qualification of the Securities, including the Common Stock issuable upon conversion thereof, for offer and sale by you under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, that the Registrants shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to take any action that would subject them to general consent to service of process in any jurisdiction in which they are not 25 now so subject). The Registrants will continue such qualification in effect so long as required by law for distribution of the Securities. (h) The Company will make generally available to its security holders as soon as reasonably practicable a consolidated earning statement covering a period of at least twelve months beginning after the "effective date" (as defined in Rule 158 under the Act) of the Registration Statement (but in no event commencing later than 90 days after such date) which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder, and to advise you in writing when such statement has been so made available. (i) The Registrants will timely complete all required filings and otherwise fully comply in a timely manner with all provisions of the Exchange Act. (j) During the period of three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to shareholders or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed, and (ii) from time to time such other information concerning the Company as you may request. (k) The Company will use the proceeds from the sale of the Securities in the manner described in the Prospectus under the caption "Use of Proceeds." (l) The Company will cause the Securities to be quoted on the Nasdaq Stock Market's SmallCap Market (the "Nasdaq SmallCap Market") and will use its reasonable best efforts to maintain such quotation while any of the Securities are outstanding. (m) The Registrants will use their best efforts to do and perform all things required to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent on their part to the delivery of the Securities. (n) The Company will timely complete all required filings and otherwise comply fully in a timely manner with all provisions of the Exchange Act, and will file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14(a) or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of the Prospectus is required in 26 connection with the offer or sale of the Securities, including the Common Stock issuable upon conversion thereof. (o) During the period beginning on the date of this Agreement and continuing to and including the Closing Date, except as described under "Transactions" in the Prospectus with respect to the Pending Transactions and under "Prospectus Supplement Summary -- Recent Developments" in the Prospectus with respect to certain other potential transactions, there will be no transactions entered into by the Company or any of its subsidiaries (each a "Subsidiary" and, collectively, the "Subsidiaries"), which are material with respect to the Company or any of the Subsidiaries, respectively, taken individually or as a whole, as determined in accordance with the provisions of Rule 3-05 of Regulation S-X or other standards for materiality as may be agreed upon by the Company and the Underwriter and there will be no dividend or distribution of any kind declared, paid or made by the Company on any class of capital stock or other equity interests. SECTION 4. PAYMENT OF EXPENSES. Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, the Registrants will pay and be responsible for all costs, expenses, fees and taxes in connection with or incident to (i) the printing, processing, filing, distribution and delivery under the Act or the Exchange Act of the Registration Statement, each preliminary prospectus, the Prospectus and all amendments or supplements thereto, (ii) the printing, processing, execution, distribution and delivery of this Agreement, any memoranda describing state securities or Blue Sky laws and all other agreements, memoranda, correspondence and other documents printed, distributed and delivered in connection with the offering of the Securities, (iii) the registration with the Commission and the issuance and delivery of the Securities, (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph (g) above (including, in each case, the fees and disbursements of counsel relating to such registration or qualification and memoranda relating thereto and any filing fees in connection therewith), (v) furnishing such copies of the Registration Statement, Prospectus and preliminary prospectus, and all amendments and supplements to any of them, as may be reasonably requested by you, (vi) filing, registration and clearance with the NASD in connection with the offering of the Securities (including any filing fees in connection therewith and the fees and disbursements of counsel relating thereto), (vii) the listing of the Securities on the Nasdaq SmallCap Market, (viii) the rating of the Securities and the Sub Notes by investment rating agencies, (ix) any "qualified independent underwriter" as required by Schedule E of the Bylaws of the NASD (including fees and disbursements of counsel for such qualified independent under- 27 writer), (x) the printing, processing, execution, distribution and delivery of the Transaction Documents and all other agreements, memoranda, correspondence and other documents, printed, distributed and delivered in connection with the Transaction Documents and (xi) the performance by the Registrants of their other obligations under this Agreement, the cost of its personnel and other internal costs, the cost of printing and engraving the certificates representing the Securities, and all expenses and taxes incident to the sale and delivery of the Securities to you. SECTION 5. CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The obligations of the Underwriter hereunder are subject to the accuracy of the representations and warranties of the Registrants herein contained, to the performance by the Registrants of their obligations hereunder, and to the following further conditions: (a) All the representations and warranties of the Registrants contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. The Company shall have performed or complied with all of its obligations and agreements herein contained and required to be performed or complied with by it at or prior to the Closing Date. (b) (i) The Registration Statement shall have become effective (or, if a post-effective amendment is required to be filed pursuant to Rule 430A promulgated under the Act, such post-effective amendment shall have become effective) not later than 10:00 A.M. (and in the case of a Registration Statement filed under Rule 462(b) of the Act, not later than 10:00 P.M.), New York City time, on the date of this Agreement or at such later date and time as you may approve in writing, (ii) at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission and every request for additional information on the part of the Commission shall have been complied with in all material respects, and (iii) no stop order suspending the sale of the Securities in any jurisdiction referred to in Section 4(g) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Closing Date, prevent the issuance of the Securities, including the Common Stock issuable upon conversion thereof, the Shares, or 28 the Sub Notes; and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Securities, including the Common Stock issuable upon conversion thereof, the Shares or the Sub Notes, or the consummation of the transactions contemplated by the Transaction Documents. (d) (i) Since the date hereof or since the dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Change, (ii) since the date of the latest balance sheet included, or incorporated by reference, in the Registration Statement and the Prospectus, there shall not have been any material change in the capital stock or long-term debt, or material increase in short-term debt, of the Company or any of the Subsidiaries taken as a whole and (iii) the Company and the Subsidiaries taken as a whole, shall have no liability or obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, respectively, and is required to be disclosed on a balance sheet in accordance with GAAP and is not disclosed on the latest applicable balance sheet included in the Registration Statement and the Prospectus. (e) You shall have received a certificate of the Company, dated the Closing Date, executed on behalf of the Company, by the President or any Vice President and a principal financial or accounting officer of the Company confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 5. (f) On the Closing Date, you shall have received: (1) an opinion (satisfactory to you and your counsel), dated the Closing Date, of Graydon, Head & Ritchey, counsel for the Company (which opinion shall, in regards to any matters covered by the law of the State of Florida, rely on the opinion of Florida counsel reasonably acceptable to the Underwriter), to the effect that: (i) (A) the Company and each of Jacor Cable, Inc., a Kentucky corporation; Broadcast Finance, Inc., an Ohio corporation; Citicasters Co., an Ohio corporation; Jacor Broadcasting Corporation, an Ohio corporation; Jacor Broadcasting of Youngstown, an Ohio corporation; WHOK, Inc., an Ohio corporation; Jacor Broadcasting of 29 Florida, Inc., a Florida corporation; Jacor Broadcasting of Sarasota, Inc., a Florida corporation; Jacor Broadcasting of Tampa Bay, Inc., a Florida corporation; JCC, a Florida corporation; GACC-N26LB, Inc., a Delaware corporation; Jacor Broadcasting of Charleston, Inc., a Delaware corporation; Jacor Broadcasting of Kansas City, inc., a Delaware corporation; Jacor Broadcasting of Las Vegas, Inc., a Delaware corporation; Jacor Broadcasting of Las Vegas II, Inc., a Delaware corporation; Jacor Broadcasting of Louisville, Inc., a Delaware corporation; Jacor Broadcasting of Louisville II, Inc., a Delaware corporation; Jacor Broadcasting of Salt Lake City, Inc., a Delaware corporation; Jacor Broadcasting of Salt Lake City II, Inc., a Delaware corporation; Jacor Broadcasting of San Diego, Inc., a Delaware corporation; Jacor Broadcasting of St. Louis, Inc., a Delaware corporation; Jacor Licensee of Charleston, Inc., a Delaware corporation; Jacor Licensee of Kansas City, Inc., a Delaware corporation; Jacor Licensee of Las Vegas, Inc., a Delaware corporation; Jacor Licensee of Las Vegas II, Inc., a Delaware corporation; Jacor Licensee of Louisville, Inc, a Delaware corporation; Jacor Licensee of Louisville II, Inc., a Delaware corporation; Jacor Licensee of Salt Lake City, Inc., a Delaware corporation; Jacor Licensee of Salt Lake City II, Inc., a Delaware corporation; Jacor/Premiere Holding, Inc., a Delaware corporation; Multiverse Acquisition Corp., a Delaware corporation; Noble Broadcasting Group, Inc., a Delaware corporation; Noble Broadcasting Holdings, Inc., a Delaware corporation; NSN Network Services, Ltd., a Delaware corporation; Premiere Radio Networks, Inc., a Delaware corporation, and Radio-Active Media, Inc., a Delaware corporation, is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified as a foreign corporation and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not be reasonably expected to have, singly or in the aggregate, a Material Adverse Effect; and (B) the Company has the requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) the Transaction Documents have been duly authorized, executed and delivered by the Registrants, as applicable; 30 (iii) the authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization" and conforms in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus; (iv) all of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary listed in subparagraph (i) above have been duly and validly authorized and issued and are fully paid and non-assessable, and the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company, and are owned free and clear of any Lien, except for Liens pursuant to the Credit Facility; (v) to the knowledge of such counsel (after due inquiry) there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary except as disclosed in the Prospectus; (vi) neither the Company nor any of the Subsidiaries is (A) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (B) a "holding company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended; (vii) neither the consummation of the transactions contemplated by this Agreement nor the sale, issuance, execution or delivery of the Securities, the Sub Notes or the Shares will violate Regulation G, T, U or X of the Board of Governors of the Federal Reserve System; (viii) the shares of the Common Stock initially issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities, are free of preemptive rights and, when issued upon conversion of the Securities in accordance with the terms of the Indenture, will be validly issued, fully paid and non-assessable; 31 (ix) when authenticated in accordance with the terms of the respective indenture and delivered to and paid for in accordance with the terms of the respective underwriting agreement, the Securities and the Sub Notes will constitute valid and legally binding obligations of the Company and the Registrants, respectively, enforceable against the Company and the Registrants, respectively, in accordance with their respective terms and entitled to the benefits of the respective indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; (x) the Indenture, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Company, enforceable against the Company, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; (xi) the Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Prospectus; (xii) to the best knowledge of such counsel, there is no current, pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary or to which any of their respective properties is subject of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus; (xiii) the descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate in all 32 material respects and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement or Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements, notes or schedules or other financial data included therein; (xiv) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements and term sheets thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and to the knowledge of such counsel (after due inquiry) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings therefor have been instituted or are pending or contemplated under the Act; and the Indenture has been duly qualified under the TIA; (xv) no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Company of the transactions contemplated by the Agreement, except such as have been obtained and made under the Act, the Exchange Act, the TIA, state securities or "Blue Sky" laws or regulations or such as may be required by the NASD; no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Registrants, as applicable, or Nationwide with respect to the Nationwide Stations, of the transactions contemplated by the applicable Transaction Documents, except as disclosed in the Prospectus; the execution and delivery of this Agreement and the Indenture, the issuance and sale of the Securities, the performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of (A) any of the respective charters or bylaws of the Company or any of the Subsidiaries or (B) to the knowledge of such counsel (after due inquiry), the terms or provisions of any agreement or instrument which is filed as an exhibit to the Registration Statement and to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the proper- 33 ties of the Company or any of the Subsidiaries is subject, or (C) to the knowledge of such counsel (after due inquiry) constitute a default under, any statute, rule or regulation to which the Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject or (D) any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties which conflict, breach or default in each of the cases described in clauses (B), (C) and (D) could reasonably be expected to have a Material Adverse Effect; (xvi) at the time it became effective and on the Closing Date, the Registration Statement complied as to form in all material respects with the Act; (xvii) to the knowledge of such counsel, neither the Company nor the Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the Intellectual Property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of the Company and the Subsidiaries does not, to the knowledge of such counsel, infringe on the rights of any person; (xviii) to the best knowledge of such counsel, (A) there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments to which the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party or by which any of them may be bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement other than those described therein or filed as exhibits thereto and (B) no default exists in the due performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument so described or filed in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement, or any agreement identified on a schedule attached to the opinion, except for defaults which could not reasonably be expected to have a Material Adverse Effect; and (C) the statements in the Prospectus under the captions "Description of Capital Stock" 34 insofar as they relate to statements of law or legal conclusions are accurate in all material respects; (xix) the Company, the Subsidiaries and to the knowledge of such counsel, Nationwide, to the extent each is a party thereto, have full corporate power and authority to execute, deliver and perform its respective obligations under the applicable Transaction Documents; (xx) the Transaction Documents, assuming the authorization, execution and delivery thereof by the parties other than the Registrants, as applicable, and Nationwide, constitute valid and legally binding agreements of the respective parties thereto enforceable against each of the parties, to the extent each is a party thereto, in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and to principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity) and except to the extent that a waiver of rights under usury laws may be unenforceable; (xxi) the approval of the transactions contemplated by the Transaction Documents by the stockholders of the Company is not required; and (xxii) although the discussion in the Prospectus under the heading "Certain Federal Income Tax Considerations" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the LYONs, such discussion constitutes, in all material respects, an accurate summary of the material United States Federal income tax consequences of the purchase, ownership and disposition of the LYONs under existing law. Such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, your representatives and your counsel in connection with the preparation of the Registration Statement and Prospectus and has considered the matters required to be stated therein and the statements contained therein, 35 although such counsel has not independently verified the accuracy, completeness or fairness of such statements (except as indicated above); and such counsel advises you that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the Registration Statement (as amended or supplemented, if applicable), at the time such Registration Statement or any post-effective amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than information omitted therefrom in reliance on Rule 430A under the Act), or the Prospectus (as amended or supplemented), as of its date and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may further state that the firm assumes no responsibility for, and the firm has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Registration Statement. (2) An opinion (satisfactory to you and your counsel), dated the Closing Date of Hogan & Hartson, L.L.P., counsel for the Company with respect to FCC and related matters to the effect that: (ii) those statements in the Prospectus (including the statements incorporated by reference in the Prospectus, under the caption "Business -- Federal Regulation of Radio Broadcasting" in the Company's Form 10-K filed for the year ended December 31, 1996) that describe provisions of the Communications Act of 1934, as amended (the "Communications Act"), and the FCC's published rules or regulations (for purposes of this opinion only, the "Rules") are accurate descriptions in all material respects. (iii) Schedule 1 to this opinion sets forth a complete list of the main station authorizations issued by the FCC to the Company and its Subsidiaries (for purposes of this opinion only, the "Licenses"). To such counsel's knowledge, the Licenses are the only licenses, permits or authorizations required under the Communications Act for the broadcast of signals on the main station frequency of each of the radio stations listed on Schedule 2 (for purposes of this opinion only, the "Jacor Stations"). Except for the pending applications noted on 36 Schedule 1 hereto, the Licenses are in full force and effect (and the time within which any administrative or judicial appeal, reconsideration, rehearing or other review might be sought has lapsed with respect to the grant of the authorizations for the currently effective terms, and no such appeal, reconsideration, rehearing, or other review has been taken or instituted), and are held by the relevant Subsidiary, and the expiration date of each License is set forth in Schedule 1 hereto. Except as indicated on Schedule 3 to this opinion, the Licenses are not subject to any conditions imposed by the FCC other than those that appear on the Licenses or are customarily imposed by the FCC on radio stations of the same class and type. (iv) Except as listed in Schedule 4 hereto, there is no proceeding or other administrative action pending or, to such counsel's knowledge, threatened, before the FCC against the Company or any Subsidiary, which, if adversely determined, would materially and adversely affect the business or financial condition of the Company and its Subsidiaries, taken as a whole. To such counsel's knowledge, except as listed on Schedule 5 to this opinion, the Company and the Subsidiaries have filed with the FCC during the current license term of each License all material reports and forms required to be filed by the Company and the Subsidiaries with the FCC with respect to the Jacor Stations. (v) The execution and delivery by the Company and any Subsidiary of the Transaction Documents, and the performance of the obligations as of the date hereof by the Company under the Underwriting Agreement and the Indenture, (i) do not violate the Communications Act, (ii) do not violate any of the Rules, (iii) do not violate the terms of any of the Licenses, (iv) do not cause any forfeiture or impairment of any License and (v) do not require any consent, approval or authorization of the FCC that has not been obtained. Except as indicated on Schedule 6, all necessary applications required by the FCC as of the date hereof for the transfer of control or assignment of the licenses of the stations described in the Prospectus under "Pending Radio Station Transactions" have been filed with the FCC. (3) An opinion (satisfactory to you and your counsel), dated the Closing Date of Paul, Hastings, Janofsky & Walker LLP, counsel for the Company, to the effect that: 37 (i) when authenticated in accordance with the terms of the Indenture and delivered to and paid for in accordance with the terms of this Agreement, the Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company, in accordance with its terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; and (ii) the Indenture, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Company, enforceable against the Company, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights. under any usury laws may be unenforceable. (g) You shall have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), counsel for the Underwriter, in form and substance reasonably satisfactory to you. (h) You shall have received letters on and as of the date hereof as well as on and as of the Closing Date (in the latter case constituting an affirmation of the statements set forth in the former), in form and substance satisfactory to you, from Coopers & Lybrand L.L.P., Ernst & Young LLP and KPMG Peat Marwick, independent public accountants, containing the information and statements of the type ordinarily included in accountants' "comfort letters" to Underwriters, with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus for each of (i) the Company and the C&L Audited Companies, (ii) Premiere and (iii) Nationwide, respectively. (i) Skadden Arps shall have been furnished with such documents and opinions, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in 38 this Section 5 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (j) Prior to the Closing Date, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request. (k) At the Closing Date, the Securities and the Shares shall have been approved for quotation on the Nasdaq Stock Market's SmallCap Market and Nasdaq National Market, respectively, subject to notice of issuance. (l) There shall have been no amendments, alterations, modifications, or waivers of any provisions of the Transaction Documents since the date of the execution and delivery thereof by the parties thereto other than those which under the Act are not required to be disclosed in the Prospectus or any supplement thereto and which have been disclosed to the Underwriter prior to the date hereof. (m) Each of the Registrants, as applicable, and Nationwide shall, to the extent each is a party thereto, have complied in all respects with all agreements and covenants in the Transaction Documents and performed all conditions specified therein that the terms thereof require to be complied with or performed at or prior to the date hereof. (n) Prior to or concurrently with the purchase and sale of the Securities hereunder, the Company shall have completed the Sub Notes Offering and the Shares Offering. (o) Except as is disclosed to the Underwriter in writing, the representations and warranties of the Registrants, as applicable, and Nationwide set forth in the Transaction Documents shall be true, accurate and complete in all respects. (p) Prior to the Closing Date, the Company shall have obtained the determination of the Administrative Agent (as that term is defined in the Credit Facility) pursuant to Section 6.11(g) of the Credit Facility that the Securities are substantially similar to the 10-1/8% Notes, the 9-3/4% Notes and the 8-3/4% Notes. 39 (q) The Registrants shall not have failed on or prior to the Closing Date to perform or comply with any of the agreements contained herein. SECTION 6. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless (i) the Underwriter and (ii) each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Underwriter (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person"), and (iii) the respective officers, directors, partners, employees, representatives and agents of any of the Underwriter or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Person") to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement or the Prospectus (including any amendment or supplement thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, PROVIDED, HOWEVER, that (i) except insofar as such losses, claims, damages, liabilities, judgments, actions or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus, (ii) the foregoing indemnity agreement with respect to any untrue statement contained in or omission from a preliminary prospectus shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if such is required by law, at or prior to the written confirmation of the sale of such 40 Securities to such person and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). The Company shall notify you promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company or an Indemnified Person. (b) In case any action or proceeding (including any governmental investigation) shall be brought or asserted against any of the Indemnified Persons with respect to which indemnity may be sought against the Company, the Underwriter shall promptly notify the Company in writing (provided, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement). Such Indemnified Person shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder). The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Persons, which firm shall be designated by the Underwriter. The Company shall be liable for any settlement of any such action or proceeding effected with the Company's prior written consent, which consent will not be unreasonably withheld, and the Company agrees to indemnify and hold harmless any Indemnified Person from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested the Company to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 10 business days after receipt by the Company of the aforesaid request, and (ii) the Company shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which 41 indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability arising out of such action, claim, litigation or proceeding. (c) The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, and the officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Persons, but only with respect to claims and actions based on information relating to the Underwriter furnished in writing by the Underwriter expressly for use in the Prospectus. (d) If the indemnification provided for in this Section 6 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying parties and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and of the Underwriter, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and the Underwriter shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or the Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such 42 statement or omission. The indemnity and contribution obligations of the Company set forth herein shall be in addition to any liability or obligation the Company may otherwise have to any Indemnified Person. The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by PRO RATA allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, judgments, actions or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, the Underwriter (and its related Indemnified Persons) shall not be required to contribute any amount in excess of the amount by which the total underwriting discount applicable to the Securities underwritten by the Underwriter and distributed to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. SECTION 7. CONTRIBUTION. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 is for any reason held to be unenforceable by the Indemnified Parties although applicable in accordance with its terms, the Company and the Underwriter shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriter, as incurred, in such proportions that the Underwriter is responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial public offering price appearing thereon, and the Company is responsible for the balance; PROVIDED, HOWEVER, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to 43 contribution as the Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act shall have the same rights to contribution as the Company. SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement and the Pricing Agreement, or contained in certificates of officers of the Company submitted pursuant to Section 5 of this Agreement, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriter and any termination of this Agreement. SECTION 9. TERMINATION OF AGREEMENT. This Agreement shall become effective upon the later of (i) the execution and delivery of this Agreement by the parties hereto, (ii) the effectiveness of the Registration Statement, and (iii) if a post-effective amendment is required to be filed pursuant to Rule 430A under the Act, the effectiveness of such post-effective amendment. This Agreement may be terminated at any time on or prior to the Closing Date by you by notice to the Company if any of the following has occurred: (i) subsequent to the date the Registration Statement is declared effective or the date of this Agreement, any Material Adverse Change occurs which, in the judgment of the Underwriter, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis, change or emergency would, in the judgment of the Underwriter, make it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated by the Prospectus, (iii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the over-the-counter markets or any setting of minimum prices for trading on such exchanges or markets, (iv) any declaration of a general banking moratorium by Federal, New York or Kentucky authorities, (v) the taking of any action by any Federal, state or local government or agency in respect of its monetary or fiscal affairs that in your judgment has a material adverse effect on the financial markets in the United States, and would, in your judgment, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (vi) the enactment, publication, decree, or other promulgation of any 44 Federal or state statute, regulation, rule or order of any court or other governmental authority which, in your judgment, materially and adversely affects or will materially and adversely affect the business or operations of the Company or any Subsidiary, or (vii) any securities of the Company or any of the Subsidiaries shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization, PROVIDED, that in the case of such "watch list" placement, termination shall be permitted only if such placement would, in the judgment of the Underwriter, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities or materially impair the investment quality of the Securities. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Underwriter set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement. If this Agreement shall be terminated by the Underwriter pursuant to clauses (i) or (vii) of the second paragraph of this Section 9 or because of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 4 hereof. SECTION 10. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriter shall be directed to the Underwriter at World Finance Center, North Tower, 250 Vesey Street, New York, New York 10281, Attention: Syndication Department, with a copy to Skadden, Arps, Slate, Meagher & Flom, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Attention: Gregg A. Noel, Esq.; notices to the Registrants or the Company shall be directed to the Company at 50 East RiverCenter Boulevard, 12th Floor, Covington, Kentucky 41011, Attention: Randy Michaels, Chief Executive Officer, with a copy to Graydon, Head & Ritchey, 1900 Fifth Third Center, 511 Walnut Street, P.O. Box 6464, Cincinnati, Ohio 45201, Attention: Richard G. Schmalzl, Esq. 45 SECTION 11. PARTIES. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriter and the Company and their respective successors, heirs and legal representatives. Nothing expressed or mentioned in this Agreement or in the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriter and the Company and their respective successors, heirs and legal representatives, and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriter and the Company and their respective successors, heirs and legal representatives and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT AND THE PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. 46 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Registrants a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriter and the Registrants in accordance with its terms. Very truly yours, JACOR COMMUNICATIONS, INC. By: /s/ R. Christopher Weber --------------------------------- Name: R. Christopher Weber Title: Senior Vice President and Chief Financial Officer 47 JACOR COMMUNICATIONS COMPANY**; BROADCAST FINANCE, INC.; CINE FILMS, INC.; CINE GUARANTORS, INC.; CINE GUARANTORS II, INC.; CINE GUARANTORS II, LTD.; CINE MOBILE SYSTEMS INT'L. N.V.; CINE MOVIL S.A. DE C.V.; CITICASTERS CO.; GACC-N26LB, INC.; GREAT AMERICAN MERCHANDISING GROUP, INC.; GREAT AMERICAN TELEVISION PRODUCTIONS, INC.; INMOBILIARIA RADIAL, S.A. DE C.V.*; JACOR BROADCASTING CORPORATION; JACOR BROADCASTING OF ATLANTA, INC.; JACOR BROADCASTING OF CHARLESTON, INC.; JACOR BROADCASTING OF COLORADO, INC.; JACOR BROADCASTING OF DENVER, INC.; JACOR BROADCASTING OF FLORIDA, INC.; JACOR BROADCASTING OF KANSAS CITY, INC.; JACOR BROADCASTING OF LAS VEGAS, INC.; JACOR BROADCASTING OF LAS VEGAS II, INC.; JACOR BROADCASTING OF LOUISVILLE, INC.; JACOR BROADCASTING OF LOUISVILLE II, INC.; JACOR BROADCASTING OF SALT LAKE CITY, INC.; JACOR BROADCASTING OF SALT LAKE CITY II, INC.; JACOR BROADCASTING OF ST. LOUIS, INC.; JACOR BROADCASTING OF SAN DIEGO, INC.; JACOR BROADCASTING OF SARASOTA, INC.; JACOR BROADCASTING OF TAMPA BAY, INC.; JACOR BROADCASTING OF TOLEDO, INC.; JACOR BROADCASTING OF YOUNGSTOWN, INC.; JACOR CABLE, INC.; JACOR LICENSEE OF 48 CHARLESTON, INC.; JACOR LICENSEE OF KANSAS CITY, INC., JACOR LICENSEE OF LAS VEGAS, INC.; JACOR LICENSEE OF LAS VEGAS II, INC.; JACOR LICENSEE OF LOUISVILLE, INC.; JACOR LICENSEE OF LOUISVILLE II, INC.; JACOR LICENSEE OF SALT LAKE CITY, INC.; JACOR LICENSEE OF SALT LAKE CITY II, INC.; JACOR/PREMIERE HOLDING, INC.; JBSL, INC.; LOCATION PRODUCTIONS, INC.; LOCATION PRODUCTIONS II, INC.; MULTIVERSE ACQUISITION CORP.***; NOBLE BROADCAST CENTER, INC.; NOBLE BROADCAST GROUP, INC.; NOBLE BROADCAST HOLDINGS, INC.; NOBLE BROADCAST LICENSES, INC.; NOBLE BROADCAST OF SAN DIEGO, INC.; NOBRO, S.C*.; NOVA MARKETING GROUP, INC.; NSN NETWORK SERVICES, LTD.; PREMIERE RADIO NETWORKS, INC.***; RADIO-ACTIVE MEDIA, INC.; SPORTS RADIO BROADCASTING, INC.; SPORTS RADIO, INC.; THE SY FISCHER COMPANY AGENCY, INC.;VTTV PRODUCTIONS; AND WHOK, INC. By: /s/ R. Christopher Weber --------------------------------- Name: R. Christopher Weber Title: Senior Vice President and Assistant Secretary for all above companies except those marked with an *, of which he is Treasurer of those marked with an **, of which he is Senior Vice President, Chief Financial Officer and Secretary, and those marked 49 with an ***, of which he is Senior Vice President 50 CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Brit J. Bartter ------------------------------ Name: Brit J. Bartter Title: Managing Director 51 EX-1.3 4 UNDERWRITING AGREEMENT 4,560,000 Shares JACOR COMMUNICATIONS, INC. Common Stock ($.01 Par Value Per Share) UNDERWRITING AGREEMENT February 3, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION GOLDMAN SACHS & CO. MORGAN STANLEY & CO. INCORPORATED SMITH BARNEY INC. c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: Jacor Communications, Inc., a Delaware corporation (the "Company"), and Jacor Communications Company ("JCC"); Broadcast Finance, Inc.; Cine Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters Co.; GACC-N26LB, Inc.; Great American Merchandising Group, Inc.; Great American Television Productions, Inc.; Inmobilaria Radial, S.A. de C.V.; Jacor Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Charleston, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor Broadcasting of Denver, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor Broadcasting of Kansas City, Inc.; Jacor Broadcasting of Las Vegas, Inc.; Jacor Broadcasting of Las Vegas II; Jacor Broadcasting of Louisville, Inc.; Jacor Broadcasting of Louisville II, Inc.; Jacor Broadcasting of Salt Lake City, Inc.; Jacor Broadcasting of Salt Lake City II, Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor Broadcasting of Toledo, Inc.; Jacor Broadcasting of Youngstown, Inc.; Jacor Cable, Inc.; Jacor Licensee of Charleston, Inc.; Jacor Licensee of Kansas City, Inc., Jacor Licensee of Las Vegas, Inc.; Jacor Licensee of Las Vegas II, Inc.; Jacor Licensee of Louisville, Inc.; Jacor Licensee of Louisville II, Inc.; Jacor Licensee of Salt Lake City, Inc.; Jacor Licensee of Salt Lake City II, Inc.; Jacor/Premiere Holding, Inc.; JBSL, Inc.; Location Productions, Inc.; Location Productions II, Inc.; Multiverse Acquisition Corp.; Noble Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast of San Diego, Inc.; Nobro, S.C.; Nova Marketing Group, Inc.; NSN Network Services, Ltd.; Premiere Radio Networks, Inc.; Radio-Active Media, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; The Sy Fischer Company Agency, Inc.;VTTV Productions; and WHOK, Inc. each a direct or indirect subsidiary of the Company or any successor entity, whether by merger, consolidation, change of name or otherwise (collectively, the "Subsidiaries" and together with the Company, the "Registrants") confirm their agreement with the several Underwriters listed in Schedule I hereto (the "Underwriters") for whom Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Smith Barney Inc. (collectively, the "Representatives") have been duly authorized to act as representatives as follows: 1. THE SHARES. Subject to the terms and conditions herein set forth, the Company proposes to sell to the Underwriters an aggregate of 4,560,000 shares (the "Firm Shares") of common stock, $.01 par value per share, of the Company (the "Common Stock"). The Company also proposes to sell to the several Underwriters an aggregate of not more than 513,000 additional shares of Common Stock (the "Additional Shares"), if requested by the Underwriters as provided in Section 3 hereof. The Firm Shares and the Additional Shares are herein collectively called the "Shares". The Shares are being issued and sold to fund, in part, the consideration to be paid by the Company under the Nationwide Agreement (as defined below). Alternatively and pending such uses, the Company intends to use the net proceeds for general corporate purposes, including acquisitions of other broadcast properties and broadcast related businesses and to repay in part outstanding indebtedness under the revolving credit component of the Credit Facility (defined below). The Pending Transactions (as such term is defined in the Prospectus) include, among other things, the acquisition (the "Nationwide Acquisition") of 17 radio stations (the "Nationwide Stations") from Nationwide (as defined below) pursuant to an Agreement of Sale (the "Nationwide Agreement") dated as of December 19, 1997, by 2 and among JCC, Citicasters Co. and Nationwide Communications, Inc., Nationwide Mutual Insurance Company, Employers Insurance of Wasau, San Diego Lotus Corp. and The Beak and Wire Corporation (collectively, "Nationwide"). Prior to or concurrently with the issuance and sale of the Shares, the Company and JCC, as applicable will (i) issue and sell liquid yield option notes in the aggregate principal amount at maturity of $383,573,000 (excluding $43,344,000 aggregate principal amount at maturity subject to an over-allotment option) due 2018 (the "LYONs"); and (ii) issue and sell $120.0 million aggregate principal amount of 8% Senior Subordinated Notes due 2010 (the "Sub Notes"). This Underwriting Agreement and all agreements and documents executed in connection with the Pending Transactions and all documents and agreements related to each of the offering of the LYONs (the "LYONs Offering") and the offering of the Sub Notes (the "Sub Notes Offering") are collectively referred to herein as the "Transaction Documents." 2. REGISTRATION STATEMENT AND PROSPECTUS. The Registrants have prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a "shelf" registration statement on Form S-3 (No. 333-40127), including a prospectus, relating to debt securities, preferred stock, depository shares and common stock, and will promptly file with the Commission a prospectus supplement specifically relating to the Shares pursuant to Rule 424 under the Act. The registration statement, as amended at the time it became effective or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including in each case, all documents incorporated or deemed incorporated by reference therein, if any, all financial statements and exhibits, and the information, if any, contained in a prospectus or term sheet subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be a part of the registration statement at the time of its effectiveness pursuant to Rule 430A or Rule 434 under the Act (as applicable), and any additional registration statement relating to the issuance of additional shares of Common Stock filed pursuant to Rule 462(b) under the Act, is hereinafter referred to as the "Registration Statement"; and the prospectus, constituting a part of the Registration Statement at the time it became effective, or such revised prospectus as shall be provided to the Underwriters for use in connection with the offering of the Shares that differs from the prospectus on file with the Commission at the time the Registration Statement became effective including any prospectus supplement, and including, in each case, all documents incorporated or deemed incorporated by reference therein, if any, whether or not filed with the Commission pursuant to Rule 424(b) under the Act, and including any preliminary prospectus supplement subject to completion and any term 3 sheet meeting the requirements of Rule 434(c), filed pursuant to Rule 424(b), in the form used to confirm sales of the Shares, are hereinafter referred to collectively as the "Prospectus." 3. AGREEMENTS TO SELL AND PURCHASE. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price per share of $48.48 (the "Purchase Price") the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions hereof, (i) the Company agrees to issue and sell to the Underwriters up to 513,000. Additional Shares, (ii) the Underwriters shall have a right to purchase, severally and not jointly, from time to time, up to an aggregate of 513,000. Additional Shares at the Purchase Price. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as DLJ may determine) which bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Company hereby agrees, and the Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) Zell/Chilmark Fund, L.P., pursuant to which each such person will agree, not to, offer to sell, sell, distribute, grant any option to purchase or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for, shares of Common Stock owned by them, for a period of 120 days after the date of the prospectus supplement, dated February 3, 1998 (the "Prospectus Supplement"), except (A) with the prior written consent of DLJ, (B) pursuant to this Agreement, (C) pursuant to stock options or stock option plans referred to in the Prospectus or (D) in the case of the Company, in connection with the issuance of shares of Common Stock in connection with the conversion of the LYONs due 2011 (as defined herein) and the LYONs and acquisition transactions in which the recipients of such Shares are restricted from selling such Shares until after the expiration of 120 days from the date of the Prospectus Supplement. 4 In addition, the Company agrees it will inform certain former shareholders of Regent Communications, Inc. who hold shares of the Company's Common Stock and/or warrants for the Company's Common Stock that they may not sell any of such shares or warrants pursuant to the shelf registration statement currently in effect providing for the registration and distribution of such shares and warrants for a period of 30 days from the date of the Prospectus. 4. DELIVERY AND PAYMENT. Delivery to you of and payment for the Firm Shares shall be made at 9:00 A.M., New York City time, on February 9, 1998 (the "Closing Date"), at such place as DLJ shall reasonably designate. The Closing Date and the location of delivery of the Firm Shares may be varied by agreement between DLJ and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at such place as DLJ shall designate, at 9:00 A.M., New York City time, on such date or dates (individually, an "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, as shall be specified in a written notice from DLJ to the Company of the Underwriters' determination to purchase a number, specified in said notice, of Additional Shares. Any such notice may be given at any time not later than 30 days after the date of this Agreement. Any Option Closing Date and the location of delivery of and payment for the Additional Shares may be varied by agreement among DLJ and the Company. Certificates for the Shares shall be registered in such names and issued in such denominations as DLJ shall request in writing not later than two full business days prior to the Closing Date, or the applicable Option Closing Date, as the case may be, and shall be made available to you at the offices of DLJ (or such other place as shall be acceptable to you) for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the applicable Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date, or the applicable Option Closing Date, as the case may be, with any transfer taxes payable upon initial issuance thereof duly paid by the Company, for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of Federal or other funds immediately available in New York City, to the order of the Company. 5. AGREEMENTS OF THE REGISTRANTS. The Registrants agree with each of you that: 5 (a) The Registrants will, if the Registration Statement has not heretofore become effective under the Act, file an amendment to the Registration Statement or, if necessary pursuant to Rule 430A under the Act, a post-effective amendment to the Registration Statement, in each case as soon as practicable after the execution and delivery of this Agreement, and will use their best efforts to cause their Registration Statement or such post-effective amendment to become effective at the earliest possible time. The Registrants will comply fully and in a timely manner with the applicable provisions of Rule 424 and Rule 430A and, if applicable, Rule 462, under the Act. (b) The Registrants will advise you promptly and, if requested by any of you, confirm such advice in writing, (i) when the Registration Statement has become effective, if and when the Prospectus is sent for filing pursuant to Rule 424 under the Act and when any post-effective amendment to the Registration Statement becomes effective, (ii) of the receipt of any comments from the Commission or any state securities commission or regulatory authority that relate to the Registration Statement or requests by the Commission or any state securities commission or regulatory authority for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by the Commission or any state securities commission or any other regulatory authority, and (iv) of the happening of any event during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Shares by you which makes any statement of a material fact made in the Registration Statement untrue or which requires the making of any additions to or changes in the Registration Statement (as amended or supplemented from time to time) in order to make the statements therein not misleading or that makes any statement of a material fact made in the Prospectus (as amended or supplemented from time to time) untrue or which requires the making of any additions to or changes in the Prospectus (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Shares under any state securities or Blue Sky laws, and, if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of the 6 Shares under any state securities or Blue Sky laws, the Company shall use every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Registrants will furnish to you without charge two (2) signed copies (plus one (1) additional signed copy to your legal counsel) of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits filed therewith, and will furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (d) The Registrants will not file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or make any amendment or supplement to the Prospectus, of which you shall not previously have been advised and provided a copy within two business days prior to the filing thereof (or such reasonable amount of time as is necessitated by the exigency of such amendment or supplement) or to which you shall reasonably object; and the Registrants will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and will use their best efforts to cause any amendment to the Registration Statement to become effective as promptly as possible. (e) Promptly after the Registration Statement becomes effective, and from time to time thereafter for such period in your reasonable judgment as a prospectus is required to be delivered in connection with sales of the Shares by you, it will furnish to each Underwriter and dealer without charge as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriters and dealers may reasonably request. The Registrants consent to the use of the Prospectus and any amendment or supplement thereto by any Underwriter or any dealer, both in connection with the offering or sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act or the Exchange Act to be delivered in connection therewith. (f) If during such period as in your reasonable judgment you are required to deliver a prospectus in connection with sales of the Shares by you any event shall occur as a result of which, in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing as of the date 7 the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with any law, the Registrants will promptly prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing as of the date the Prospectus is so delivered, be misleading, and will comply with applicable law, and will furnish to each Underwriter and dealer without charge such number of copies thereof as such Underwriters and dealers may reasonably request. (g) Prior to any public offering of the Shares, the Company will cooperate with you and your counsel in connection with the registration or qualification of the Shares for offer and sale by you under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not now so subject). The Company will continue such qualification in effect so long as required by law for distribution of the Shares. (h) The Company will make generally available to its security holders as soon as reasonably practicable a consolidated earning statement covering a period of at least twelve months beginning after the "effective date" (as defined in Rule 158 under the Act) of the Registration Statement (but in no event commencing later than 90 days after such date) which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder, and to advise you in writing when such statement has been so made available. (i) The Registrants will timely complete all required filings and otherwise fully comply in a timely manner with all provisions of the Exchange Act. (j) During the period of three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to shareholders or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed, and (ii) from time to time such other information concerning the Company as you may request. (k) Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, the Registrants will pay and be 8 responsible for all costs, expenses, fees and taxes in connection with or incident to (i) the printing, processing, filing, distribution and delivery under the Act or the Exchange Act of the Registration Statement, each preliminary prospectus, the Prospectus and all amendments or supplements thereto, (ii) the printing, processing, execution, distribution and delivery of this Agreement, any memoranda describing state securities or Blue Sky laws and all other agreements, memoranda, correspondence and other documents printed, distributed and delivered in connection with the offering of the Shares, (iii) the registration with the Commission and the issuance and delivery of the Shares, (iv) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the jurisdictions referred to in paragraph (g) above (including, in each case, the fees and disbursements of counsel relating to such registration or qualification and memoranda relating thereto and any filing fees in connection therewith), (v) furnishing such copies of the Registration Statement, Prospectus and preliminary prospectus, and all amendments and supplements to any of them, as may be reasonably requested by you, (vi) filing, registration and clearance with the NASD in connection with the offering of the Shares (including any filing fees in connection therewith and the fees and disbursements of counsel relating thereto), (vii) any "qualified independent underwriter" as required by Section 2720 of the Conduct Rules of the NASD (including fees and disbursements of counsel for such qualified independent underwriter), (viii) the printing, processing, execution, distribution and delivery of the Transaction Documents and all other agreements, memoranda, correspondence and other documents, printed, distributed and delivered in connection with the Transaction Documents and (ix) the performance by the Registrants of their other obligations under this Agreement, the cost of their personnel and other internal costs, the cost of printing and engraving the certificates representing the Shares, and all expenses and taxes incident to the sale and delivery of the Shares to you. (l) The Company will use the proceeds from the sale of the Shares in the manner described in the Prospectus under the caption "Use of Proceeds." (m) The Company will cause the Shares to be quoted on the Nasdaq National Market and will use its reasonable best efforts to maintain such quotation while any of the Shares are outstanding. (n) The Registrants will use their best efforts to do and perform all things required to be done and performed under this Agreement by them prior 9 to or after the Closing Date and to satisfy all conditions precedent on their part to the delivery of the Shares. (o) The Company will timely complete all required filings and otherwise comply fully in a timely manner with all provisions of the Exchange Act, and will file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14(a) or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of the Prospectus is required in connection with the offer or sale of the Shares. (p) During the period beginning on the date of this Agreement and continuing to and including the Closing Date and the latest applicable Option Closing Date, as the case may be, except as described under "Transactions" in the Prospectus with respect to the Pending Transactions and under "Prospectus Supplement Summary-Recent Developments" with respect to certain other potential transactions, there will be no transactions entered into by the Company or any of its Subsidiaries which are material with respect to the Company or any of the Subsidiaries, respectively, taken individually or as a whole, as determined in accordance with the provisions of Rule 3-05 of Regulation S-X or other standards for materiality as may be agreed upon by the Company and the Underwriters and there will be no dividend or distribution of any kind declared, paid or made by the Company on any class of capital stock or other equity interests. 6. REPRESENTATIONS AND WARRANTIES. The Registrants represent and warrant to each of you that: (a) When the Registration Statement becomes effective, including at the date of any post-effective amendment, at the date of the Prospectus (if different) and at the Closing Date, the Registration Statement will comply in all material respects with the provisions of the Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus and any supplements or amendments thereto will not at the date of the Prospectus, at the date of any such supplements or amendments and at the Closing Date contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements 10 in or omissions from the Registration Statement or the Prospectus (or any supplement or amendment to them) made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through DLJ expressly for use therein. The Company acknowledges for all purposes under this Agreement that the statements with respect to price and underwriting discount and the last paragraph all as set forth on the cover page and in paragraphs three, seven and eight under the caption "Underwriting" in the Prospectus (or any amendment or supplement) constitute the only written information furnished to the Company by DLJ expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement to them) and that the Underwriters shall not be deemed to have provided any other information (and therefore are not responsible for any such statement or omission). (b) Any term sheet and prospectus subject to completion provided by the Company to the Underwriters for use in connection with the offering and sale of the Shares pursuant to Rule 434 under the Act together are not materially different from the Prospectus included in the Registration Statement. (c) Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, and each Registration Statement filed pursuant to Rule 462(b) under the Act, if any, complied when so filed in all material respects with the Act. (d) The Company and each of its Subsidiaries has been duly organized, is validly existing as a corporation in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to carry on its business as it is currently being conducted, to own, lease and operate its properties and, as applicable, to authorize the offering of the Shares, to execute, deliver and perform this Agreement, and to issue, sell and deliver the Shares, and to execute, deliver and perform the Transaction Documents, as applicable, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction where the operation, ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the respective properties, business, results of operations, condition (financial or otherwise), affairs or prospects of each of the Company and the Subsidiaries taken as a whole (a "Material Adverse Effect"). 11 (e) All of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly and validly authorized and issued, and all of the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company and, upon completion of the transactions contemplated by the Transaction Documents, substantially all of the assets of the Nationwide Stations (other than as described in the Prospectus) will be owned directly or through Subsidiaries, by the Company. All such shares of capital stock are fully paid and nonassessable, and are owned free and clear of any security interest, mortgage, pledge, claim, lien or encumbrance (each, a "Lien"), except for Liens arising under the Amended and Restated Credit Agreement, dated as of September 16, 1997, by and among The Chase Manhattan Bank, as Administrative Agent, Banque Paribas, as Documentation Agent, and Bank of America, Illinois, as Syndication Agent (the "Credit Facility".) There are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary. (f) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization"; all the shares of issued and outstanding Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and not subject to any preemptive or similar rights; the Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and nonassessable; the capital stock of the Company, including the Common Stock, conforms in all material respects to all statements relating thereto in the Prospectus and the Registration Statement; and the issuance of the Shares by the Company will not be subject to preemptive or other similar rights. (g) None of the Company or any of the Subsidiaries and is in violation of their respective charters or bylaws or in default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject. 12 (h) The Transaction Documents have been duly authorized and validly executed and delivered by the Registrants and constitute valid and legally binding agreements of the Registrants, as applicable, enforceable against the Registrants, as applicable, in accordance with their terms (assuming, in the case of each of the Transaction Documents, the due execution and delivery thereof by each party thereto). (i) The execution and delivery of this Agreement by the Registrants, the issuance and sale of the Shares, the performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents by each of the Registrants, as applicable, and the consummation of the Pending Transactions will not (1) conflict with or result in a breach or violation of any of the respective charters or bylaws of the Company or any of the Subsidiaries or any of the terms or provisions of, or (2) constitute a default or cause an acceleration of any obligation under or result in the imposition or creation of (or the obligation to create or impose) a Lien with respect to, any bond, note, debenture or other evidence of indebtedness or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them is bound, or to which any properties of the Company or any of the Subsidiaries or is or may be subject, or (3) contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties, or violate or conflict with any statute, rule or regulation or administrative or court decree applicable to the Company or any of the Subsidiaries or any of their respective properties. (j) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, pending against or affecting the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or any of their respective properties, which is required to be disclosed in the Registration Statement or the Prospectus, or which could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect or which could reasonably be expected to materially and adversely affect the consummation of this Agreement or the transactions contemplated hereby or the consummation of the Transaction Documents or the Pending Transactions, and to the best of the Company's knowledge, no such proceedings are contemplated or threatened. No contract or document of a character required to be described in the Registration Statement or the 13 Prospectus or to be filed as an exhibit to the Registration Statement is not so described or filed. (k) No action has been taken and no statute, rule or regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Shares, suspends the effectiveness of the Registration Statement, prevents or suspends the use of any preliminary prospectus or suspends the sale of the Shares in any jurisdiction referred to in Section 4(g) hereof; no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction has been issued with respect to the Company or any of the Subsidiaries which would prevent or suspend the issuance or sale of the Shares, the effectiveness of the Registration Statement, or the use of any preliminary prospectus in any jurisdiction referred to in Section 4(g) hereof; no action, suit or proceeding is pending against or, to the best of the Company's knowledge, threatened against or affecting the Company or any of the Subsidiaries before any court or arbitrator or any governmental body, agency or official, domestic or foreign, which, if adversely determined, would materially interfere with or adversely affect the issuance of the Shares or in any manner draw into question the validity of the Transaction Documents; and every request of the Commission or any securities authority or agency of any jurisdiction for additional information (to be included in the Registration Statement or the Prospectus or otherwise) has been complied with in all material respects. (l) (i) None of the Company, any of the Subsidiaries and Nationwide with respect to the Nationwide Stations is in violation of any Federal, state or local laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products ("Materials of Environmental Concern"), or otherwise relating to the protection of human health and safety, or the storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations, except to the extent that any such violation could not have a Material Adverse Effect or otherwise require disclosure in the Prospectus; and (ii) to the best knowledge of the Company and any of the Subsidiaries, after due inquiry, (A) none of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations and any of the other parties to the Transaction Documents (the "Pending 14 Transaction Parties") with respect to the properties and radio stations to be purchased or sold pursuant to the Transaction Documents (the "Pending Properties") has received any communication (written or oral), whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to such violation in the future, (B) there is no pending or threatened claim, action, investigation or notice (written or oral) by any person or entity alleging potential liability for investigatory, cleanup, or governmental responses costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (x) the presence, or release into the environment, of any Material of Environmental Concern at any location owned or operated by the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, now or in the past, or (y) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law (collectively, "Environmental Claims") that could have a Material Adverse Effect or otherwise require disclosure in the Prospectus, and (C) there are no past or present actions, activities, circumstances, conditions, events or incidents, that could form the basis of any Environmental Claim against the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, or against any person or entity whose liability for any Environmental Claim the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and the Pending Transaction Parties with respect to the Pending Properties, have retained or assumed either contractually or by operation of law. In the ordinary course of its business, each of the Company and the Subsidiaries and Nationwide with respect to the Nationwide Stations conducts a periodic review of the effect of Environmental Laws on its business, operations and properties in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company and the Subsidiaries, have reasonably concluded that such associated costs and liabilities could not have a Material Adverse Effect. (m) None of the Company, any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, and to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has violated 15 any Federal, state or local law relating to discrimination in the hiring, promotion or pay of employees nor any applicable wage or hour laws, nor any provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") or the rules and regulations promulgated thereunder, nor has the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, engaged in any unfair labor practice, which in each case described in this sentence could reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect. There is (i) no significant unfair labor practice complaint pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of the Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against any of them, (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its Subsidiaries or Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or, to the best knowledge of the Company, threatened against the Company or any of the Subsidiaries, Nationwide with respect to the Nationwide Stations, or the Pending Transaction Parties with respect to the Pending Properties and (iii) to the best knowledge of the Company, no union representation question existing with respect to the employees of the Company or any of the Subsidiaries, or the Pending Transaction Parties with respect to the Pending Properties, and, to the best knowledge of the Company, no union organizing activities are taking place, except (with respect to any matter specified in clause (i), (ii) or (iii) above, singly or in the aggregate) such as could not have a Material Adverse Effect. (n) The Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations each have good and marketable title, free and clear of all Liens, to all property and assets described in the Registration Statement as being owned by it, except for (i) Liens pursuant to the Credit Facility, (ii) Liens on general office equipment which are not material to the Company's operations and (iii) Liens on the Nationwide Stations which will be released upon 16 consummation of the Nationwide Acquisition. All leases to which the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party are valid and binding and no default has occurred or is continuing thereunder and the Company, each of its Subsidiaries and Nationwide with respect to the Nationwide Stations enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or any such Subsidiary or Nationwide with respect to the Nationwide Stations. (o) The respective firm of accountants that has certified or shall certify the applicable consolidated financial statements and supporting schedules of the Company, E.F.M. Media Management, Inc., E.F.M. Publishing, Inc., PAM Media, Inc., Archon Communications, Inc., Synergy Broadcast Investment Enterprises, L.L.C., Worldstar, Inc., Multiverse Networks L.L.C., Shanahan Broadcasting, Inc., (collectively, the "C&L Audited Companies"), Nationwide, Premiere and Jacor Broadcasting of Youngstown, Inc. filed, to be filed or incorporated by reference with the Commission as part of the Registration Statement and the Prospectus are independent public accountants with respect to the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. as required by the Act. The consolidated historical and PRO FORMA financial statements, together with related schedules and notes, set forth in the Prospectus and the Registration Statement comply as to form in all material respects with the requirements of the Act. Such historical financial statements fairly present the consolidated financial position of the Company, the Subsidiaries, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated, in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout such periods. Such PRO FORMA financial statements have been prepared on a basis consistent with such historical statements, except for the PRO FORMA adjustments specified therein, and give effect to assumptions made on a reasonable basis and present fairly the historical and proposed transactions contemplated by the Prospectus and the Transaction Documents. The other financial and statistical information and data included in the Prospectus and in the Registration Statement, historical and PRO FORMA, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company, the C&L Audited Companies, Premiere, Nationwide and Jacor Broadcasting of Youngstown, Inc. 17 (p) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and up to the Closing Date, none of the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations have incurred any liabilities or obligations, direct or contingent, which are material to the Company and the Subsidiaries taken as a whole, nor entered into any transaction not in the ordinary course of business and there has not been, singly or in the aggregate, any material adverse change, or any development which could reasonably be expected to involve a material adverse change, in the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of the Company and the Subsidiaries taken as a whole (a "Material Adverse Change"). (q) All tax returns required to be filed by the Company and any of the Subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities have been paid, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without penalty or interest. (r) No authorization, approval or consent or order of, or filing with, any court or governmental body or agency is necessary in connection with the transactions contemplated by the Transaction Documents, except such as may (i) be required by the NASD, (ii) are disclosed in the Prospectus or (iii) have been obtained and made under the Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the "TIA") or state securities or "Blue Sky" laws or regulations. Neither the Company nor any of its affiliates is presently doing business with the government of Cuba or with any person or affiliate located in Cuba. (s) (i) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, any of the Pending Transaction Parties with respect to the Pending Properties, has all certificates, consents, exemptions, orders, permits, licenses, authorizations, or other approvals (each, an "Authorization") of and from, and has made all declarations and filings with, all Federal, state, local and other governmental authorities (including the Federal Communications Commission ("FCC")), all self-regulatory organizations and all courts and other tribunals, necessary or required to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file could not, singly or in the aggregate, reasonably be 18 expected to have a Material Adverse Effect, (ii) all such Authorizations are valid and in full force and effect, (iii) each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto and (iv) each commercial radio broadcast station identified in the Prospectus as owned and operated by any of the Company, the Subsidiaries or Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, as applicable, is operating with the maximum facilities specified by the Authorization pertaining thereto. (t) Neither the Company nor any of the Subsidiaries is (a) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (b) a "holding company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended. (u) No holder of any security of the Company has or will have any right to require the registration of such security by virtue of any transaction contemplated by this Agreement. (v) The Shares have been approved for quotation on the Nasdaq National Market, subject to notice of issuance. (w) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, possesses the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, "Intellectual Property") presently employed by them in connection with the businesses now operated by them, and none of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which, singly or in the 19 aggregate, could reasonably be expected to result in any Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties does not, to the Company's knowledge, infringe on the rights of any person except where any such infringement has not resulted in, or could not reasonably be expected to result in any Material Adverse Change. (x) Each certificate signed by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby. (y) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations maintains a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management's general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (z) The Company has not (i) taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which could reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or (ii) since the initial filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. (aa) Each of the Company, the Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, maintains insurance covering their properties, operations, personnel and businesses. Such insurance insures against such losses and risks as are adequate in accordance with customary industry practice to protect the Company and its Subsidiaries and 20 their businesses. None of the Company, any Subsidiary and Nationwide with respect to the Nationwide Stations, and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Closing Date. (bb) Neither the Company nor Nationwide with respect to the Nationwide Stations has, directly or indirectly, paid or delivered any fee, commission or other sum of money or item or property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of the Company or Nationwide with respect to the Nationwide Stations, respectively, which the Company knows or has reason to believe to have been illegal under any Federal, state or local laws of the United States or any other country having jurisdiction; and neither the Company nor Nationwide with respect to the Nationwide Stations has participated, directly or indirectly, in any boycotts or other similar practices in contravention of law affecting any of its actual or potential customers. (cc) The Company does not own any "margin securities" as that term is defined in Regulations G and U of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and, except as disclosed in the Prospectus, none of the proceeds of the sale of the Shares will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Shares to be considered a "purpose credit" within the meanings of Regulation G, T, U or X of the Federal Reserve Board. (dd) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to a local marketing agreement or a joint sales agreement (a "Licensee") has been issued by the FCC an FCC license (which is in full force and effect) for the operation of the commercial radio broadcast station identified in the Prospectus as programmed by the Company or any of its Subsidiaries, which licenses expire on the dates set forth in the Prospectus. 21 (ee) Each person described in the Prospectus as a person to whom the Company or any of the Subsidiaries provides programming pursuant to an exclusive sales agency agreement (a "Mexican Licensee"), has been issued by the Mexican government all necessary Mexican licenses (which are in full force and effect) for the operation of the commercial radio broadcast station identified in the Prospectus as programmed by the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries have all Authorizations necessary to deliver programming to the Mexican Licensees. (ff) Each of the Company, its Subsidiaries and Nationwide with respect to the Nationwide Stations and, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, has filed with the FCC all material reports, documents, instruments, information and applications required to be filed pursuant to the FCC's rules, regulations and requests. No notice has been issued by the FCC which could permit, or after notice or lapse of time or both could permit, revocation or termination of any FCC license of any of the Subsidiaries, Nationwide with respect to the Nationwide Stations or, to the knowledge of the Company, the Pending Transaction Parties with respect to the Pending Properties, or to the knowledge of the Company, of any of the Licensees prior to the expiration dates thereof or which could reasonably be expected to result in any other material impairment of any of the Subsidiaries', or Nationwide with respect to the Nationwide Stations or its subsidiaries, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, of any of the Licensees' rights thereunder and which could reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect. (gg) Each of the Company's radio and television stations (the "Stations")is now operating, and has operated, in compliance in all material respects with the Communications Act of 1934, as amended (the "Communications Act"), and the published rules and regulations of the FCC. There is not issued, outstanding or pending any Notice of Violation, Notice of Apparent Liability, Order to Show Cause, material complaint or investigation by or before the FCC which could materially threaten or materially adversely affect any of the Company's or any of its Subsidiaries', Nationwide with respect to the Nationwide Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries' with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' FCC licenses or which could reasonably be expected to result in any material adverse effect upon any of the Company's Subsidiaries, Nationwide with respect to the Nationwide 22 Stations, or, to the knowledge of the Company, the Pending Transaction Parties or their subsidiaries with respect to the Pending Properties, or, to the knowledge of the Company, any Licensees' operation of its respective stations and which could reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect, nor does the Company have reason to believe that the FCC licenses with respect to the Stations will not be renewed for a full eight year term when such FCC licenses are due for renewal. (hh) The execution, delivery and performance of the obligations by the Company under this Agreement are not and will not be contrary to the Communications Act, as amended, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. (ii) Other than for the divestiture of two radio stations in San Diego, California as described in the Prospectus, the execution, delivery and performance of the obligations by JCC, Citicasters Co. and Nationwide (each, a "Nationwide Transaction Party" and, collectively, the "Nationwide Transaction Parties") and, to the knowledge of the Company, by the Pending Transaction Parties with respect to the Pending Properties to the extent each is a party to the Transaction Documents are not and will not be contrary to the Communications Act, will not result in any violation of the FCC's published rules and regulations, will not cause any forfeiture or impairment of any FCC license of any of the Stations by or before the FCC, and will not require any consent, approval or authorization of the FCC. Other than the applications relating to the divestiture of two radio stations in San Diego, California, all necessary applications, exhibits or other filings required by the FCC for transfer of control of the Stations now controlled by the Pending Transaction Parties with respect to the Pending Properties pursuant to the applicable Transaction Documents have been filed with the FCC (the "Transfer Applications"). To the best of the Company's knowledge, there are no circumstances that would cause the FCC to reject the Transfer Applications. (jj) The Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, have, to the extent each is or will be a party thereto, all requisite corporate power and authority to execute, deliver and perform their respective obligations under each of the Transaction Documents; each of the Transaction Documents has been duly and validly authorized, executed and delivered by the Nationwide Transaction Parties and, 23 to the knowledge of the Company, the Pending Transaction Parties, to the extent each is a party thereto, and each constitutes a valid and legally binding agreement of the Nationwide Transaction Parties and, to the knowledge of the Company, the Pending Transaction Parties, enforceable against each Nationwide Transaction Party or Pending Transaction Party, as applicable, in accordance with its terms; except as set forth in the Prospectus, no consent, approval, authorization or order of any court or governmental agency or body is required for the performance of any of the Transaction Documents by each of the Nationwide Transaction Parties or, to the knowledge of the Company, each Pending Transaction Party, to the extent each is a party thereto, or the consummation by each of the Nationwide Transaction Parties, or to the knowledge of the Company, each of the Pending Transaction Parties, of any of the transactions contemplated thereby, except such as may be required and have been obtained, or upon effectiveness of the Registration Statement, will have been obtained, under the Act, the Exchange Act, the TIA, or state securities or "Blue Sky" laws or regulations or such as may be required by the NASD in connection with the purchase and distribution of the Shares by the Underwriters; and none of the Nationwide Transaction Parties, is (i) in violation of its charter or bylaws, (ii) in violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, which violation would have a Material Adverse Effect, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Transaction Documents or any other contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, Authorizations, certificate or agreement or instrument to which any of them is a party or to which any of them is subject, which default would have a Material Adverse Effect. (kk) The execution, delivery and performance by the Nationwide Transaction Parties, to the extent each is a party thereto, of each of the Transaction Documents, and the consummation by the respective Nationwide Transaction Parties of the transactions contemplated thereby, will not violate, conflict with or constitute or result in a breach of or a default under (or an event which, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any of the Transaction Documents or any other indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, or agreement or instrument to which a Nationwide Transaction Party, is a party or to which any of their respective properties or assets are subject, which violation, conflict, breach or default would have a Material Adverse Effect, (ii) the charter or bylaws of the 24 Nationwide Transaction Party, or (iii) any statute, judgment, decree, order, rule or regulation of any court, governmental agency or other body or self regulatory organization applicable to each Nationwide Transaction Party, or any of their respective properties or assets, which violation, conflict, breach or default would have a Material Adverse Effect. (ll) The Nationwide Acquisition has been duly authorized by the Nationwide Transaction Parties and the transactions contemplated by the Transaction Documents have been approved, to the extent required, by all appropriate corporate action; approval of the transactions contemplated by the Transaction Documents by the shareholders of the Company is not required. (mm) The Company has delivered to the Underwriters a true and correct copy of each of the Transaction Documents that have been executed and delivered prior to the date of this Agreement and each other Transaction Document in the form substantially as it will be executed and delivered, together with all related agreements and all schedules and exhibits thereto, and there have been no amendments, alterations, modifications or waivers of any of the provisions of any of the Transaction Documents since their date of execution or from the form in which it has been delivered to the Underwriters; there exists as of the date hereof (after giving effect to the transactions contemplated by the Transaction Documents) no event or condition which would constitute a default or an event of default (in each case as defined in the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes, the LYONs or the Sub Notes, respectively) under the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes, the LYONs or the Sub Notes, respectively, and no event or condition which would constitute a default or an event of default (in each case as defined in each of the Transaction Documents) under any of the Transaction Documents other than the Credit Facility, the LYONs due 2011, the 10-1/8% Notes, the 9-3/4% Notes, the 8-3/4% Notes, the LYONs or the Sub Notes, which would result in a Material Adverse Effect or materially adversely effect the ability of each of the Company or Nationwide to consummate the transactions contemplated by the Transaction Documents. For purposes of this Agreement, "LYONS DUE 2011" means the liquid yield option notes due 2011 issued by the Company pursuant to an Indenture, dated as of June 12, 1996, by and between the Company and the Bank of New York; "10-1/8% NOTES" means the 10-1/8% Senior Subordinated Notes 25 due 2006 issued by JCAC, Inc. (predecessor to JCC), pursuant to an Indenture, dated as of June 12, 1996, by and among JCAC, Inc., the Company and First Trust of Illinois, National Association; "9-3/4% NOTES" means the 9-3/4% Senior Subordinated Notes due 2006 issued by JCC pursuant to an Indenture, dated as of December 17, 1996, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York; and "8-3/4% NOTES" means the 8-3/4% Senior Subordinated Notes due 2007 issued by JCC pursuant to an Indenture, dated as of June 11, 1997, by and among JCC, the Company, the Subsidiary Guarantors named therein and the Bank of New York. (oo) The Company has filed with the Commission all filings that are required to be filed as of the date hereof with respect to the financial statements of each of the Nationwide Transaction Parties and each of the Pending Transaction Parties in filings made under the Act and under the Exchange Act, specifically as required by Rule 3-05 of Regulation S-X and General Instructions and Item 7 of Form 8-K. (pp) Each of the representations and warranties contained in each of the Transaction Documents are true and correct on and as of the date hereof, except as could not have a Material Adverse Effect. (qq) The Company meets the requirements for registering an offering of securities with the Commission on registration statement Form S-3 pursuant to the standards for those Forms prior to October 21, 1992. (rr) The LYONs have received a rating of B3 from Moody's Investors Service ("Moody's"); and the Sub Notes have received a rating of B2 from Moody's. (ss) Immediately after any sale of the Shares, the LYONs and the Sub Notes by the Company or JCC, as applicable, the aggregate amount of securities that have been issued and sold by the Company or JCC, as applicable (including the Shares, the Sub Notes and the LYONs) will not exceed the amount of securities registered under the Registration Statement. 7. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless (i) each of the Underwriters and (ii) each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any of the Underwriters (any of the persons referred to in this clause (ii) being hereinafter referred to as a "controlling person"), and (iii) the respective officers, directors, partners, employees, representatives and agents of any of the Underwriters or 26 any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Person") to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement or the Prospectus (including any amendment or supplement thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, PROVIDED, HOWEVER, that (i) except insofar as such losses, claims, damages, liabilities, judgments, actions or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Underwriters furnished in writing to the Company by DLJ expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or any preliminary prospectus, (ii) the foregoing indemnity agreement with respect to any untrue statement contained in or omission from a preliminary prospectus shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented, if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriters to such person, if such is required by law, at or prior to the written confirmation of the sale of such Shares to such person and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). The Company shall notify you promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company or an Indemnified Person. 27 (b) In case any action or proceeding (including any governmental investigation) shall be brought or asserted against any of the Indemnified Persons with respect to which indemnity may be sought against the Company, such Underwriter (or the Underwriter controlled by such controlling person) shall promptly notify the Company in writing (provided, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement). Such Indemnified Person shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder). The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Persons, which firm shall be designated by DLJ. The Company shall be liable for any settlement of any such action or proceeding effected with the Company's prior written consent, which consent will not be unreasonably withheld, and the Company agrees to indemnify and hold harmless any Indemnified Person from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested the Company to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without the Company's written consent if (i) such settlement is entered into more than 10 business days after receipt by the Company of the aforesaid request, and (ii) the Company shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability arising out of such action, claim, litigation or proceeding. (c) Each of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign 28 the Registration Statement, any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, and the officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Registrants to each of the Indemnified Persons, but only with respect to claims and actions based on information relating to such Underwriter furnished in writing by DLJ expressly for use in the Prospectus. (d) If the indemnification provided for in this Section 6 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying parties and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and any of the Underwriters, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The indemnity and contribution obligations of the Company set forth herein shall be in addition to any liability or obligation the Company may otherwise have to any Indemnified Person. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by PRO RATA allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the 29 equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, judgments, actions or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, none of the Underwriters (and its related Indemnified Persons) shall be required to contribute any amount in excess of the amount by which the total underwriting discount applicable to the Shares underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 7(d) are several in proportion to the respective number of Shares purchased by each of the Underwriters hereunder and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity. 8. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the Underwriters to purchase the Company under this Agreement are subject to the satisfaction of each of the following conditions: (a) All the representations and warranties of the Shares contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. The Company shall have performed or complied with all of its obligations and agreements herein contained and required to be performed or complied with by it at or prior to the Closing Date. (b) (i) The Registration Statement shall have become effective (or, if a post-effective amendment is required to be filed pursuant to Rule 430A promulgated under the Act, such post-effective amendment shall have become effective) not later than 10:00 A.M. (and in the case of a Registration Statement filed under Rule 462(b) of the Act, not later than 10:00 P.M.), New York City time, on the date of this Agreement or at such later date and time as you may 30 approve in writing, (ii) at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission and every request for additional information on the part of the Commission shall have been complied with in all material respects, and (iii) no stop order suspending the sale of the Shares in any jurisdiction referred to in Section 5(g) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened. (c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Closing Date, prevent the issuance of the Shares, the LYONs, or the Sub Notes and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Shares or the consummation of the transactions contemplated by the Transaction Documents. (d) (i) Since the date hereof or since the dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Change, (ii) since the date of the latest balance sheet included, or incorporated by reference, in the Registration Statement and the Prospectus, there shall not have been any material change in the capital stock or long-term debt, or material increase in short-term debt, of the Company or any of the Subsidiaries taken as a whole and (iii) the Company and the Subsidiaries taken as a whole, shall have no liability or obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, respectively, and is required to be disclosed on a balance sheet in accordance with GAAP and is not disclosed on the latest applicable balance sheet included in the Registration Statement and the Prospectus. (e) You shall have received a certificate of the Company, dated the Closing Date, executed on behalf of the Company, by the President or any Vice President and a principal financial or accounting officer of the Company confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and (d) of this Section 8. (f) On the Closing Date, you shall have received: 31 (1) an opinion (satisfactory to you and your counsel), dated the Closing Date, of Graydon, Head & Ritchey, counsel for the Company (which opinion shall, in regards to any matters covered by the law of the State of Florida, rely on the opinion of Florida counsel reasonably acceptable to the Underwriters), to the effect \that: (i) (A) the Company and each of Jacor Cable, Inc., a Kentucky corporation, Broadcast Finance, Inc., an Ohio corporation; Citicasters Co., an Ohio corporation; Jacor Broadcasting Corporation, an Ohio corporation; Jacor Broadcasting of Youngstown, an Ohio corporation; WHOK, Inc., an Ohio corporation; Jacor Broadcasting of Florida, Inc., a Florida corporation; Jacor Broadcasting of Sarasota, Inc., a Florida corporation; Jacor Broadcasting of Tampa Bay, Inc., a Florida corporation; JCC, a Florida corporation; GACC-N26LB, Inc., a Delaware corporation; Jacor Broadcasting of Charleston, Inc., a Delaware corporation; Jacor Broadcasting of Kansas City, Inc., a Delaware corporation; Jacor Broadcasting of Las Vegas, Inc., a Delaware corporation; Jacor Broadcasting of Las Vegas II, Inc., a Delaware corporation; Jacor Broadcasting of Louisville, Inc., a Delaware corporation; Jacor Broadcasting of Louisville II, Inc., a Delaware corporation; Jacor Broadcasting of Salt Lake City, Inc., a Delaware corporation; Jacor Broadcasting of Salt Lake City II, Inc., a Delaware corporation; Jacor Broadcasting of San Diego, Inc., a Delaware corporation; Jacor Broadcasting of St. Louis, Inc., a Delaware corporation; Jacor Licensee of Charleston, Inc., a Delaware corporation; Jacor Licensee of Kansas City, Inc., a Delaware corporation; Jacor Licensee of Las Vegas, Inc., a Delaware corporation; Jacor Licensee of Las Vegas II, Inc., a Delaware corporation; Jacor Licensee of Louisville, Inc, a Delaware corporation; Jacor Licensee of Louisville II, Inc., a Delaware corporation; Jacor Licensee of Salt Lake City, Inc., a Delaware corporation; Jacor Licensee of Salt Lake City II, Inc., a Delaware corporation; Jacor/Premiere Holding, Inc., a Delaware corporation; Multiverse Acquisition Corp., a Delaware corporation; Noble Broadcasting Group, Inc., a Delaware corporation; Noble Broadcasting Holdings, Inc., a Delaware corporation; NSN Network Services, Ltd., a Delaware corporation; Premiere Radio Networks, Inc., a Delaware corporation, and Radio-Active Media, Inc., a Delaware corporation, is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to 32 conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified as a foreign corporation and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not be reasonably expected to have, singly or in the aggregate, a Material Adverse Effect; and (B) the Company has the requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) the Transaction Documents have been duly authorized, executed and delivered by the Registrants, as applicable; (iii) the authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under "Capitalization" and conforms in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus; (B) the shares of issued and outstanding Common Stock, have been duly authorized and are validly issued and are fully paid and nonassessable; (C) the Shares have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and nonassessable; and (D) the issuance of the Shares is not subject to preemptive or other similar rights; (iv) all of the issued and outstanding shares of capital stock of, or other ownership interests in, each Subsidiary listed in subparagraph (i) above have been duly and validly authorized and issued and are fully paid and nonassessable, and the shares of capital stock of, or other ownership interests in, each Subsidiary are owned, directly or through Subsidiaries, by the Company, and are owned free and clear of any Lien, except for Liens pursuant to the Credit Facility; (v) to the knowledge of such counsel (after due inquiry) there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or Liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, any Subsidiary except as disclosed in the Prospectus; 33 (vi) neither the Company nor any of the Subsidiaries is (A) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (B) a "holding company" or a "subsidiary company" of a holding company, or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended; (vii) neither the consummation of the transactions contemplated by this Agreement nor the sale, issuance, execution or delivery of the Shares, the LYONs or the Sub Notes will violate Regulation G, T, U or X of the Board of Governors of the Federal Reserve System; (viii) when authenticated in accordance with the terms of the respective indenture and delivered to and paid for in accordance with the terms of the respective underwriting agreement, the LYONs and the Sub Notes will constitute valid and legally binding obligations of the Company and JCC, respectively, enforceable against the Company and JCC, respectively, in accordance with their respective terms and entitled to the benefits of the respective indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; (ix) to the best knowledge of such counsel, there is no current, pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary or to which any of their respective properties is subject of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus; (x) the descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be 34 shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration Statement or Prospectus which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements, notes or schedules or other financial data included therein; (xi) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements and term sheets thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and to the knowledge of such counsel (after due inquiry) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings therefor have been instituted or are pending or contemplated under the Act; (xii) no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained and made under the Act, the Exchange Act, state securities or "Blue Sky" laws or regulations or such as may be required by the NASD; no authorization, approval, consent or order of, or filing with, any court or governmental body or agency is required for the consummation by the Company, or Nationwide with respect to the Nationwide Stations, of the transactions contemplated by the applicable Transaction Documents, except as disclosed in the Prospectus; the execution and delivery of this Agreement, the issuance and sale of the Shares, the performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of (A) any of the respective charters or bylaws of the Company or any of the Subsidiaries or (B) to the knowledge of such counsel (after due inquiry), the terms or provisions of any agreement or instrument which is filed as an exhibit to the Registration Statement and to which the Company or any of the Subsidiaries is a party or by which any of them is bound, or to which any of the properties of the Company or any of the Subsidiaries is subject, or (C) to the knowledge of such counsel (after due inquiry) constitute a default under, any statute, rule or regulation to which the 35 Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject or (D) any order of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties which conflict, breach or default in each of the cases described in clauses (B), (C) and (D) could reasonably be expected to have a Material Adverse Effect; (xiii) at the time it became effective and on the Closing Date, the Registration Statement complied as to form in all material respects with the Act; (xiv) to the knowledge of such counsel, neither the Company nor the Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the Intellectual Property which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change. The use of such Intellectual Property in connection with the business and operations of the Company and the Subsidiaries does not, to the knowledge of such counsel, infringe on the rights of any person; (xv) to the best knowledge of such counsel, (A) there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments to which the Company, any of the Subsidiaries or Nationwide with respect to the Nationwide Stations are a party or by which any of them may be bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement other than those described therein or filed as exhibits thereto and (B) no default exists in the due performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument so described or filed in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement, or any agreement identified on a schedule attached to the opinion, except for defaults which could not reasonably be expected to have a Material Adverse Effect and (c) the statements in the Prospectus under the captions "Description of Capital Stock" and "Shares Eligible for Future Sale" insofar as they relate to statements of law or legal conclusions are accurate in all material respects; 36 (xvi) the Company, the Subsidiaries and to the knowledge of such counsel, Nationwide, to the extent each is a party thereto, have full corporate power and authority to execute, deliver and perform its respective obligations under the applicable Transaction Documents; (xvii) the Transaction Documents, assuming the authorization, execution and delivery thereof by the parties other than the Company and Nationwide constitute valid and legally binding agreements of the respective parties thereto enforceable against each of the parties, to the extent each is a party thereto, inaccordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and to principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity) and except to the extent that a waiver of rights under usury laws may be unenforceable; and (xviii) the approval of the transactions contemplated by the Transaction Documents by the stockholders of the Company is not required. (2) Such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, your representatives and your counsel in connection with the preparation of the Registration Statement and Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements (except as indicated above); and such counsel advises you that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the Registration Statement (as amended or supplemented, if applicable), at the time such Registration Statement or any post-effective amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than information omitted therefrom in reliance on Rule 430A under the Act), or the Prospectus (as amended or supplemented), as of its date and the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting 37 the foregoing, such counsel may further state that the firm assumes no responsibility for, and the firm has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Registration Statement. (3) An opinion (satisfactory to you and your counsel), dated the Closing Date of Hogan & Hartson L.L.P., counsel for the Company with respect to FCC and related matters to the effect that: (i) those statements in the Prospectus (including the statements incorporated by reference in the Prospectus, under the caption "Business -- Federal Regulation of Radio Broadcasting" in the Company's Form 10-K filed for the year ended December 31, 1996) that describe provisions of the Communications Act of 1934, as amended (the "Communications Act"), and the FCC's published rules or regulations (for purposes of this opinion only, the "Rules") are accurate descriptions in all material respects. (ii) Schedule 1 to this opinion sets forth a complete list of the main station authorizations issued by the FCC to the Company and its Subsidiaries (for purposes of this opinion only, the "Licenses"). To such counsel's knowledge, the Licenses are the only licenses, permits or authorizations required under the Communications Act for the broadcast of signals on the main station frequency of each of the radio stations listed on Schedule 2 (for purposes of this opinion only, the "Jacor Stations"). Except for the pending applications noted on Schedule 1 hereto, the Licenses are in full force and effect (and the time within which any administrative or judicial appeal, reconsideration, rehearing or other review might be sought has lapsed with respect to the grant of the authorizations for the currently effective terms, and no such appeal, reconsideration, rehearing, or other review has been taken or instituted), and are held by the relevant Subsidiary, and the expiration date of each License is set forth in Schedule 1 hereto. Except as indicated on Schedule 3 to this opinion, the Licenses are not subject to any conditions imposed by the FCC other than those that appear on the Licenses or are customarily imposed by the FCC on radio stations of the same class and type. (iii) Except as listed in Schedule 4 hereto, there is no proceeding or other administrative action pending or, to such 38 counsel's knowledge, threatened, before the FCC against the Company or any Subsidiary, which, if adversely determined, would materially and adversely affect the business or financial condition of the Company and its Subsidiaries, taken as a whole. To such counsel's knowledge, except as listed on Schedule 5 to this opinion, the Company and the Subsidiaries have filed with the FCC during the current license term of each License all material reports and forms required to be filed by the Company and the Subsidiaries with the FCC with respect to the Jacor Stations. (iv) The execution and delivery by the Company and any Subsidiary of the Transaction Documents, and the performance of the obligations as of the date hereof by the Company under the Underwriting Agreement, (i) do not violate the Communications Act, (ii) do not violate any of the Rules, (iii) do not violate the terms of any of the Licenses, (iv) do not cause any forfeiture or impairment of any License and (v) do not require any consent, approval or authorization of the FCC that has not been obtained. Except as indicated on Schedule 6, all necessary applications required by the FCC as of the date hereof for the transfer of control or assignment of the licenses of the stations described in the Prospectus under "Pending Radio Station Transactions" have been filed with the FCC. (g) You shall have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), counsel for the Underwriters, in form and substance reasonably satisfactory to you. (h) You shall have received letters on and as of the date hereof as well as on and as of the Closing Date (in the latter case constituting an affirmation of the statements set forth in the former), in form and substance satisfactory to you, from Coopers & Lybrand L.L.P., Ernst & Young LLP and KPMG Peat Marwick, independent public accountants, containing the information and statements of the type ordinarily included in accountants' "comfort letters" to Underwriters, with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus for each of (i) the Company and the C&L Audited Companies, (ii) Premiere and (iii) Nationwide, respectively. (i) Skadden Arps shall have been furnished with such documents and opinions, in addition to those set forth above, as they may reasonably require for 39 the purpose of enabling them to review or pass upon the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (j) Prior to the Closing Date, the Company shall have furnished to you such further information, certificates and documents as you may reasonably request. (k) At the Closing Date, the LYONs and the Shares shall have been approved for quotation on the Nasdaq Stock Market's SmallCap Market and Nasdaq National Market, respectively, subject to notice of issuance. (l) There shall have been no amendments, alterations, modifications, or waivers of any provisions of the Transaction Documents since the date of the execution and delivery thereof by the parties thereto other than those which under the Act are not required to be disclosed in the Prospectus or any supplement thereto and which have been disclosed to the Underwriters prior to the date hereof. (m) Each of the Company, and Nationwide, shall, to the extent each is a party thereto, have complied in all respects with all agreements and covenants in the Transaction Documents and performed all conditions specified therein that the terms thereof require to be complied with or performed at or prior to the date hereof. (n) Prior to or concurrently with the purchase and sale of the Shares hereunder, the Company shall have completed the LYONs Offering and the Sub Notes Offering. (o) Except as is disclosed to the Underwriters in writing, the representations and warranties of the Company, as applicable, and Nationwide set forth in the Transaction Documents shall be true, accurate and complete in all respects. (p) Prior to the Closing Date, the Company shall have obtained the determination of the Administrative Agent (as that term is defined in the Credit Facility) pursuant to Section 6.11(g) of the Credit Facility that the Sub Notes are substantially similar to the 10-1/8% Notes, the 9-3/4% Notes and the 8-3/4% Notes. 40 (q) The Registrants shall not have failed on or prior to the Closing Date to perform or comply with any of the agreements contained herein. The several obligations of the Underwriters to purchase any Additional Shares hereunder is subject to the delivery to you on the Applicable Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of such Additional Shares and other matters relevant to the issuance of such Additional Shares. 9. DEFAULTS. If on the Closing Date or any Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse to purchase Firm Shares or Additional Shares, as the case may be, which it has agreed to purchase hereunder on such date, and the aggregate amount of Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of the total number of Shares to be purchased on such date by all of the Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, that any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If, on the Closing Date or on the Option Closing Date, as the case may be, any of the Underwriters shall fail or refuse to purchase the Firm Shares or the Additional Shares, as the case may be, with respect to which such default exceeds 10% of such total number of the Shares to be purchased on such date by all Underwriter(s) and arrangements satisfactory to the other Underwriter(s) and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter(s) or the Company, except as otherwise provided in this Section 9. In any such case that does not result in termination of this Agreement, the Underwriters or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for not longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any default by any such Underwriter under this Agreement. 41 10. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement shall become effective upon the later of (i) the execution and delivery of this Agreement by the parties hereto, (ii) the effectiveness of the Registration Statement, and (iii) if a post-effective amendment is required to be filed pursuant to Rule 430A under the Act, the effectiveness of such post-effective amendment. This Agreement may be terminated at any time on or prior to the Closing Date by you by notice to the Company if any of the following has occurred: (i) subsequent to the date the Registration Statement is declared effective or the date of this Agreement, any Material Adverse Change occurs which, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or the financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis, change or emergency would, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Shares on the terms and in the manner contemplated by the Prospectus, (iii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the over-the-counter markets or any setting of minimum prices for trading on such exchanges or markets, (iv) any declaration of a general banking moratorium by Federal, New York or Kentucky authorities, (v) the taking of any action by any Federal, state or local government or agency in respect of its monetary or fiscal affairs that in your judgment has a material adverse effect on the financial markets in the United States, and would, in your judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (vi) the enactment, publication, decree, or other promulgation of any Federal or state statute, regulation, rule or order of any court or other governmental authority which, in your judgment, materially and adversely affects or will materially and adversely affect the business or operations of the Company or any Subsidiary, or (vii) any securities of the Company or any of the Subsidiaries shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization, PROVIDED, that in the case of such "watch list" placement, termination shall be permitted only if such placement would, in the judgment of any Underwriter, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares or materially impair the investment quality of the Shares. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Underwriters set forth in or made pursuant to this Agreement shall remain operative and 42 in full force and effect, and will survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the Underwriters or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Shares and payment for them hereunder and (iii) termination of this Agreement. If this Agreement shall be terminated by the Underwriters pursuant to clauses (i) or (vii) of the second paragraph of this Section 10 or because of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(k) hereof. 11. NOTICES. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to it at Jacor Communications, Inc., 50 East RiverCenter Boulevard, 12th Floor, Covington, Kentucky 41011, Attention: Randy Michaels, Chief Executive Officer, fax (606) 655-9345, with a copy to Graydon, Head & Ritchey, 1900 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202, Attention: Richard G. Schmalzl, Esq., and (b) if to any Underwriter, to Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York, New York 10172 Attention: Syndicate Department, and, in each case, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP at 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Attention: Gregg A. Noel, Esq., or in any case to such other address as the person to be notified may have requested in writing. 12. SEVERABILITY. Any determination that any provision of this Agreement may be, or is, unenforceable shall not affect the enforceability of the remainder of this Agreement. 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE 43 MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY, ON BEHALF OF ITSELF AND THE SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 14. SUCCESSORS. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, any Indemnified Person referred to herein and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The terms "successors and assigns" shall not include a purchaser of any of the Shares from any of the Underwriters merely because of such purchase. 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts and, if executed in one or more counterpart, the executed counterparts shall each be deemed to be an original, not all such counterparts shall together constitute one and the same instrument. 16. HEADINGS. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to effect the meaning or interpretation of, this Agreement. 17. SURVIVAL. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Underwriter set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Shares and payment for them hereunder and (iii) termination of this Agreement. 44 This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. Please confirm that the foregoing correctly sets forth the agreement among the Company and you. Very truly yours, JACOR COMMUNICATIONS, INC. By: /s/ R. Christopher Weber ------------------------------------ Name: R. Christopher Weber Title: Senior Vice President and Chief Financial Officer 45 JACOR COMMUNICATIONS COMPANY**; BROADCAST FINANCE, INC.; CINE FILMS, INC.; CINE GUARANTORS, INC.; CINE GUARANTORS II, INC.; CINE GUARANTORS II, LTD.; CINE MOBILE SYSTEMS INT'L. N.V.; CINE MOVIL S.A. DE C.V.; CITICASTERS CO.; GACC-N26LB, INC.; GREAT AMERICAN MERCHANDISING GROUP, INC.; GREAT AMERICAN TELEVISION PRODUCTIONS, INC.; INMOBILIARIA RADIAL, S.A. DE C.V.*; JACOR BROADCASTING CORPORATION; JACOR BROADCASTING OF ATLANTA, INC.; JACOR BROADCASTING OF CHARLESTON, INC.; JACOR BROADCASTING OF COLORADO, INC.; JACOR BROADCASTING OF DENVER, INC.; JACOR BROADCASTING OF FLORIDA, INC.; JACOR BROADCASTING OF KANSAS CITY, INC.; JACOR BROADCASTING OF LAS VEGAS, INC.; JACOR BROADCASTING OF LAS VEGAS II, INC.; JACOR BROADCASTING OF LOUISVILLE, INC.; JACOR BROADCASTING OF LOUISVILLE II, INC.; JACOR BROADCASTING OF SALT LAKE CITY, INC.; JACOR BROADCASTING OF SALT LAKE CITY II, INC.; JACOR BROADCASTING OF ST. LOUIS, INC.; JACOR BROADCASTING OF SAN DIEGO, INC.; JACOR BROADCASTING OF SARASOTA, INC.; JACOR BROADCASTING OF TAMPA BAY, INC.; JACOR BROADCASTING OF TOLEDO, INC.; JACOR BROADCASTING OF YOUNGSTOWN, INC.; JACOR CABLE, INC.; JACOR LICENSEE OF 46 CHARLESTON, INC.; JACOR LICENSEE OF KANSAS CITY, INC., JACOR LICENSEE OF LAS VEGAS, INC.; JACOR LICENSEE OF LAS VEGAS II, INC.; JACOR LICENSEE OF LOUISVILLE, INC.; JACOR LICENSEE OF LOUISVILLE II, INC.; JACOR LICENSEE OF SALT LAKE CITY, INC.; JACOR LICENSEE OF SALT LAKE CITY II, INC.; JACOR/PREMIERE HOLDING, INC.; JBSL, INC.; LOCATION PRODUCTIONS, INC.; LOCATION PRODUCTIONS II, INC.; MULTIVERSE ACQUISITION CORP.; ***NOBLE BROADCAST CENTER, INC.; NOBLE BROADCAST GROUP, INC.; NOBLE BROADCAST HOLDINGS, INC.; NOBLE BROADCAST LICENSES, INC.; NOBLE BROADCAST OF SAN DIEGO, INC.; NOBRO, S.C*.; NOVA MARKETING GROUP, INC.; NSN NETWORK SERVICES, LTD.; PREMIERE RADIO NETWORKS, INC.***; RADIO-ACTIVE MEDIA, INC.; SPORTS RADIO BROADCASTING, INC.; SPORTS RADIO, INC.; THE SY FISCHER COMPANY AGENCY, INC.;VTTV PRODUCTIONS; AND WHOK, INC. By: /s/ R. Christopher Weber ------------------------------- Name: R. Christopher Weber Title: Senior Vice President and Assistant Secretary for all above companies except those marked with an *, of which he is Treasurer, those marked with an **, of which he is Senior Vice President, Chief Financial Officer and Secretary, and those marked with an ***, of which he is Senior Vice President 47 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION GOLDMAN SACHS & CO. MORGAN STANLEY & CO. INCORPORATED SMITH BARNEY INC. Acting on behalf of themselves By: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ Michael Hooks --------------------------------- Name: Michael Hooks Title: Managing Director 48 SCHEDULE I Number of Shares to Underwriters Be Purchased - ------------ ------------ Donaldson, Lufkin & Jenrette Securities Corporation. . . . . 912,000 Goldman Sachs & Co.. . . . . . . . . . . . . . . . . . . . . 912,000 Morgan Stanley & Co. Incorporated. . . . . . . . . . . . . . 912,000 Salomon Smith Barney Inc.. . . . . . . . . . . . . . . . . . 912,000 Chase Securities Inc. . . . . . . . . . . . . . . . . . . . 152,000 CIBC Oppenheimer Corp. . . . . . . . . . . . . . . . . . . . 152,000 Dresdner Kleinwort Benson North America LLC . . . . . . . . 152,000 NationsBanc Montgomery Securities LLC . . . . . . . . . . . 152,000 Genesis Merchant Group Securities . . . . . . . . . . . . . 152,000 TD Securities (USA) Inc. . . . . . . . . . . . . . . . . . . 152,000 ------------ Total.. . . . . . . . . . . . . . . . . . . . . . . . . 4,560,000 =========== EX-3.1 5 BYLAWS OF JACOR COMMUNICATIONS, INC. EXHIBIT 3.1 BYLAWS OF JACOR COMMUNICATIONS, INC. (AS AMENDED THROUGH MAY 28, 1997) - ------------------------------------------------------------------------------- ARTICLE 1 STOCKHOLDERS SECTION 1.1 ANNUAL MEETING. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation. SECTION 1.2 SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), by the chief executive officer, or by stockholders holding at least ten percent (10%) of all issued and outstanding stock entitled to vote at the meeting. A Special meeting may not be called by any other person or persons. No business other than that described in the notice of the special meeting may be transacted at a special meeting of stockholders. SECTION 1.3 PLACE OF MEETINGS. Annual and special meetings of Stockholders shall be held at the principal office of the corporation in the City of Cincinnati, Ohio, or at any other reasonably convenient location, either within or without the State of Ohio, to be designated by the Board of Directors. SECTION 1.4 NOTICE OF MEETINGS. Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation). When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. SECTION 1.5 QUORUM. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time. SECTION 1.6 ORGANIZATION. Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints. SECTION 1.7 CONDUCT OF BUSINESS. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. SECTION 1.8 PROXIES AND VOTING. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and 2 sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively. SECTION 1.9 STOCK LIST. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. SECTION 1.10 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, or its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section 1.10. ARTICLE 2 BOARD OF DIRECTORS 3 SECTION 2.1 NUMBER AND TERM OF OFFICE. The number of directors who shall constitute the whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of any such designation, such number shall be seven (7). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. SECTION 2.2 VACANCIES. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified. A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Secretary unless some other effective time is specified therein. SECTION 2.3 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. SECTION 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by two of the directors then in office or by the chief executive officer and shall be held on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than seven (7) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. SECTION 2.5 PLACE OF MEETINGS OF BOARD OF DIRECTORS. All meetings of the Board of Directors shall be held at the principal office of the corporation in the City of Cincinnati, Ohio, or at such other reasonably convenient location, either within or without the State of Ohio, as the Board may designate from time to time and as may be specified in the notice thereof. SECTION 2.6 QUORUM. At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. SECTION 2.7 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or 4 committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. SECTION 2.8 CONDUCT OF BUSINESS. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. SECTION 2.9 POWERS. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power: 2.9.1 To declare dividends from time to time in accordance with law; 2.9.2 To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; 2.9.3 To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; 2.9.4 To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being; 2.9.5 To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; 2.9.6 To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; 2.9.7 To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and, 2.9.8 To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation's business and affairs. SECTION 2.10 COMPENSATION OF DIRECTORS. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services 5 as directors, including, without limitation, their services as members of committees of the Board of Directors. ARTICLE 3 COMMITTEES SECTION 3.1 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. SECTION 3.2 CONDUCT OF BUSINESS. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. ARTICLE 4 OFFICERS SECTION 4.1 GENERALLY. The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting held on or after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. 6 SECTION 4.2 CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors. SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the provisions of these Bylaws and to the direction of the Board of Directors, shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized, except where required by law to be otherwise signed or executed, and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation. SECTION 4.4 PRESIDENT. Unless otherwise specified by the Board of Directors, the President shall be the chief operating officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall perform all duties and have all powers which are commonly incident to the office of chief operating officer or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized, except where required by law to be otherwise signed or executed. SECTION 4.5 VICE PRESIDENT. Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board to perform the duties and exercise the powers of the President in the event of the President's absence or disability. SECTION 4.6 TREASURER. The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. SECTION 4.7 SECRETARY. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. SECTION 4.8 DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. 7 SECTION 4.9 REMOVAL. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. SECTION 4.10 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. ARTICLE 5 STOCK SECTION 5.1 CERTIFICATES OF STOCK. Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chief Executive Officer, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile. SECTION 5.2 TRANSFERS OF STOCK. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 5.4 of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. SECTION 5.3 RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date for determining stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. 8 A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 1.10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. SECTION 5.4 LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. SECTION 5.5 REGULATIONS. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. ARTICLE 6 NOTICES SECTION 6.1 NOTICES. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by pre-paid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, office, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. SECTION 6.2 WAIVERS. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, 9 director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. ARTICLE 7 MISCELLANEOUS SECTION 7.1 FACSIMILE SIGNATURES. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. SECTION 7.2 CORPORATE SEAL. The Board of Directors may, but need not, provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. SECTION 7.3 RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. SECTION 7.4 FISCAL YEAR. The fiscal year of the Corporation shall be as fixed by the Board of Directors. SECTION 7.5 TIME PERIODS. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. ARTICLE 8 INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 8.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee 10 benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may here-after be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 8.2 RIGHT TO ADVANCEMENT OF EXPENSES. The right to indemnification conferred in Section 8.1 shall include the right to be paid by the Corporation the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Section 8.1 and Section 8.2 of this ARTICLE 8 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. SECTION 8.3 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 8.1 or 8.2 of this ARTICLE 8 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also to the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure 11 of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE 8 or otherwise shall be on the Corporation. SECTION 8.4 NON-EXCLUSIVITY OF RIGHTS; HEIRS. The right to indemnification and to the advancement of expenses conferred in this ARTICLE 8 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, Bylaws, agreement, vote of stockholder or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 8.5 INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. SECTION 8.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this ARTICLE 8 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. ARTICLE 9 AMENDMENTS These Bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting. 12 EX-5.1 6 OPINION OF GRAYDON HEAD & RITCHEY RE: SENIOR NOTES EXHIBIT 5.1 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Issuance of Jacor Communications Company 8% Senior Subordinated Notes due 2010 in the aggregate of $120,000,000 (the "Notes"), which Notes are irrevocably and unconditionally guaranteed by Jacor Communications, Inc. and the Subsidiaries Pursuant to Registration Statement on Form S-3 (File No. 333-40127) Filed with the Securities and Exchange Commission Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation (the "Company"), Jacor Communications Company, the Company's wholly-owned subsidiary ("JCC") and each of JCC's subsidiaries listed on Schedule A hereto (the "Subsidiaries"), in connection with the issuance of the Notes, which Notes are irrevocably and unconditionally guaranteed by the Company and the Subsidiaries pursuant to the public offerings of such Notes, as set forth in the Registration Statement on Form S-3 (File No. 333-40127), as amended (the "Registration Statement"), filed by the Company, JCC and the Subsidiaries with the Securities and Exchange Commission. As counsel for the Company, JCC and each of the Subsidiaries we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Articles of Incorporation, Certificates of Incorporation, By-laws, and other corporate records of the Company, JCC and each of the Subsidiaries, as we have deemed necessary for the purpose of this opinion. Jacor Communications, Inc. Page 2 February 3, 1998 On the basis of the foregoing, we express the following opinions: (i) the Notes, when authenticated in accordance with the terms of the indenture (the "Indenture") to be entered into among JCC, the Company, the Subsidiary Guarantors and The Bank of New York, as trustee, a copy of which is filed as an exhibit to the Registration Statement, and delivered and paid for as contemplated by the Registration Statement, will constitute a valid and binding obligation of JCC, enforceable against JCC in accordance with its terms and entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable; and (ii) the Guarantees, when issued by the Company and the Subsidiary Guarantors upon the authentication and delivery of the Notes, will constitute a valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus Supplement dated February 3, 1998 under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl ------------------------------------- Richard G. Schmalzl, Partner SCHEDULE A JACOR SUBSIDIARIES BROADCAST FINANCE, INC., an Ohio corporation CINE FILMS, INC., a California corporation CINE GUARANTORS, INC., a California corporation CINE GUARANTORS II, INC., a California corporation CINE GUARANTORS II, LTD., a Canadian corporation CINE MOBILE SYSTEMS INT'L. N.V., a Antille corporation CINE MOVIL S.A. de C.V., a Mexican corporation CITICASTERS CO., an Ohio corporation GACC-N26LB, INC., a Delaware corporation GREAT AMERICAN MERCHANDISING GROUP, INC., a New York corporation GREAT AMERICAN TELEVISION PRODUCTIONS, INC., a California corporation INMOBILIARIA RADIAL, S.A. de C.V., a Mexican corporation JACOR BROADCASTING CORPORATION, an Ohio corporation JACOR BROADCASTING OF ATLANTA, INC., a Georgia corporation JACOR BROADCASTING OF CHARLESTON, INC., a Delaware corporation JACOR BROADCASTING OF COLORADO, INC., a Colorado corporation JACOR BROADCASTING OF DENVER, INC., a California corporation JACOR BROADCASTING OF FLORIDA, INC., a Florida corporation JACOR BROADCASTING OF KANSAS CITY, INC., a Delaware corporation JACOR BROADCASTING OF LAS VEGAS, INC., a Delaware corporation JACOR BROADCASTING OF LAS VEGAS II, INC., a Delaware corporation JACOR BROADCASTING OF LOUISVILLE, INC., a Delaware corporation JACOR BROADCASTING OF LOUISVILLE II, INC., a Delaware corporation JACOR BROADCASTING OF SALT LAKE CITY, INC., a Delaware corporation JACOR BROADCASTING OF SALT LAKE CITY II, INC., a Delaware corporation JACOR BROADCASTING OF SAN DIEGO, INC., a Delaware corporation JACOR BROADCASTING OF SARASOTA, INC., a Florida corporation JACOR BROADCASTING OF ST. LOUIS, INC., a Delaware corporation JACOR BROADCASTING OF TAMPA BAY, INC., a Florida corporation JACOR BROADCASTING OF TOLEDO, INC., a California corporation JACOR BROADCASTING OF YOUNGSTOWN, INC., an Ohio corporation JACOR CABLE, INC., a Kentucky corporation JACOR LICENSEE OF CHARLESTON, INC., a Delaware corporation JACOR LICENSEE OF KANSAS CITY, INC., a Delaware corporation JACOR LICENSEE OF LAS VEGAS, INC., a Delaware corporation JACOR LICENSEE OF LAS VEGAS II, INC., a Delaware corporation JACOR LICENSEE OF LOUISVILLE, INC., a Delaware corporation JACOR LICENSEE OF LOUISVILLE II, INC., a Delaware corporation JACOR LICENSEE OF SALT LAKE CITY, INC., a Delaware corporation JACOR LICENSEE OF SALT LAKE CITY II, INC., a Delaware corporation JACOR/PREMIERE HOLDING, INC., a Delaware corporation JBSL, INC., a Missouri corporation LOCATION PRODUCTIONS, INC., a California corporation LOCATION PRODUCTIONS II, INC., a California corporation MULTIVERSE ACQUISITION CORP., a Delaware corporation NOBLE BROADCAST CENTER, INC., a California corporation NOBLE BROADCAST GROUP, INC., a Delaware corporation NOBLE BROADCAST HOLDINGS, INC., a Delaware corporation NOBLE BROADCAST LICENSES, INC., a California corporation NOBLE BROADCAST OF SAN DIEGO, INC., a California corporation NOBRO, S.C., a Mexican corporation NOVA MARKETING GROUP, INC., a California corporation NSN NETWORK SERVICES, LTD., a Delaware corporation PREMIERE RADIO NETWORKS, INC., a Delaware corporation RADIO- ACTIVE MEDIA, INC., a Delaware corporation SPORTS RADIO BROADCASTING, INC., a California corporation SPORTS RADIO, INC., a California corporation THE SY FISCHER COMPANY AGENCY, INC., a California corporation VTTV PRODUCTIONS, a California corporation WHOK, INC., an Ohio corporation EX-5.2 7 OPINION OF GRAYDON HEAD & RITCHEY RE: LYONS EXHIBIT 5.2 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Issuance of $383,573,000 Aggregate Principal Amount at Maturity of Liquid Yield Option Notes due 2018 (the "LYONs") of Jacor Communications, Inc. with gross proceeds of $150,000,000 Pursuant to Registration Statement on Form S-3 (File No. 333-40127) Filed with the Securities and Exchange Commission Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation ("Company"), in connection with the issuance by the Company of the LYONs pursuant to the public offerings of such LYONs, and the underlying shares of the Company's common stock, no par value, as may be required for issuance upon conversion of the LYONs (the "Conversion Shares), as set forth in the Registration Statement on Form S-3 (File No. 333-40127), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Certificate of Incorporation, as amended, By-laws, as amended, and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the following opinions: Jacor Communications, Inc. Page 2 February 3, 1998 (i) the LYONs, when authenticated in accordance with the terms of the indenture (the "Indenture") to be entered into between the Company and the Bank of New York, as trustee, a copy of which is filed as an exhibit to the Registration Statement, , and delivered and paid for as contemplated by the Registration Statement, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and entitled to the benefits of the indenture, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor's rights and remedies generally and to the general principles if equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except to the extent that a waiver of rights under any usury laws may be unenforceable. (ii) the Conversion Shares initially issuable upon conversion of the LYONs have been duly authorized and reserved for issuance upon conversion of the LYONs, are free of preemptive rights, and, when issued upon conversion of the LYONs in accordance with the terms of the Indenture, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus Supplement dated February 3, 1998 under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl ---------------------------------- Richard G. Schmalzl, Partner EX-5.3 8 OPINION OF GRAYDON HEAD & RITCHEY RE: COMMON STOCK EXHIBIT 5.3 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 East RiverCenter Boulevard 12th Floor Covington, KY 41011 Re: Issuance of 4,560,000 Shares of Common Stock of Jacor Communications, Inc. Pursuant to Registration Statement on Form S-3 (File No. 333-40127) Filed with the Securities and Exchange Commission Gentlemen: We have acted as counsel to Jacor Communications, Inc., a Delaware corporation ("Company"), in connection with the issuance of 4,560,000 shares of common stock, par value $.01 per share (the "Common Stock") pursuant to the public offerings of such shares, as set forth in the Registration Statement on Form S-3 (File Nos. 333-40127), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Certificate of Incorporation, as amended, By-laws, as amended, and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the opinion that the 4,560,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statements have been duly authorized for issuance and sale as contemplated by the Registration Statements, are free of preemptive rights and, when issued and delivered by the Company as contemplated by the Jacor Communications, Inc. Page 2 February 3, 1998 Registration Statements against payment of the consideration set forth therein, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus Supplement dated February 3, 1998 under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl -------------------------------- Richard G. Schmalzl, Partner EX-8.1 9 OPINION OF GRAYDON HEAD & RITCHEY RE: TAX MATTERS EXHIBIT 8.1 GRAYDON, HEAD & RITCHEY 1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202 February 3, 1998 Jacor Communications, Inc. 50 E. RiverCenter Blvd. 12th Floor Covington, KY 41011 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We are acting as your counsel in connection with the registration under the Securities Act of 1933, as amended, of $383,573,000 aggregate principal amount at maturity of Liquid Yield Option-TM- Notes due 2018 (the "LYONS") of Jacor Communications, Inc. (the "Company") with gross proceeds to Jacor of $150,000,000. In that capacity, we have examined the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission in connection with the proposed public offering of the LYONS. We hereby confirm our opinion set forth in the Prospectus Supplement dated February 3, 1998 in the second full paragraph under the caption "Certain United States Federal Income Tax Considerations." Furthermore, we are of the opinion that the section in such Prospectus Supplement under the caption "Certain United States Federal Income Tax Considerations," while not purporting to discuss all tax matters relating to the LYONS, sets forth the material federal income tax consequences of the LYONS, subject to the qualifications set forth therein. The foregoing is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (including proposed Treasury Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change or different interpretations by the Internal Revenue Service or the courts. Jacor Communications, Inc. February 3, 1998 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Prospectus Supplement which forms a part thereof. Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Henry G. Alexander, Jr ----------------------------- Henry G. Alexander, Jr. EX-23.1 10 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus Supplements to the Registration Statement of Jacor Communications, Inc., Jacor Communications Company and Subsidiary Guarantors on Form S-3 (File No. 333-40127) 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; 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; of our report dated November 7, 1997 on our audits of the financial statements of Archon Communications, Inc. as of December 31, 1996 and March 31, 1997 and for the period July 6, 1997 (Date of Inception) to December 31, 1995, the year ended December 31, 1996 and the three months ended March 31, 1997, which report is included in Jacor Communications, Inc.'s Current Report on Form 8-K dated November 21, 1997; and of our report dated November 14, 1997 on our audits of the combined balance sheet of Synergy Broadcast Investment Enterprises, L.L.C., Worldstar, Inc. and MultiVerse Networks, L.L.C. as of September 28, 1997 and the combined balance sheets of Shanahan Broadcasting, Inc., Worldstar, Inc. and MultiVerse Networks, L.L.C. as of December 29, 1996 and December 31, 1995, and the related combined statements of income, shareholders' equity and cash flows for the nine month period ending September 28, 1997, the year ended December 29, 1996 and the ten months ended December 31, 1995, which report is included in Jacor Communications, Inc.'s Current Report on Form 8-K dated November 21, 1997. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Cincinnati, Ohio January 30, 1998 EX-23.2 11 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Prospectus Supplements dated February 3, 1998 to the Prospectus contained in the Registration Statement (Form S-3 No. 333-40127) of Jacor Communications, Inc., Jacor Communications Company and the Subsidiary Guarantors 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 January 30, 1998 EX-23.3 12 CONSENT OF WILLIAM T. OGDEN, INC. EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated September 18, 1997, with respect to the financial statements of Jacor Broadcasting of Youngstown, Inc. (formerly WN Broadcasting Corp.) incorporated by reference in the Prospectus Supplements to the Registration Statement on Form S-3 (File No. 333-40127) and related Prospectus of Jacor Communications Company, Jacor Communications, Inc. and Subsidiary Guarantors. WILLIAM T. OGDEN, INC. Youngstown, Ohio February 3, 1998 EX-23.4 13 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Prospectus Supplements to the Prospectus contained in the registration statement (No. 333-40127) on Form S-3 of Jacor Communications, Inc., Jacor Communications Company and the Subsidiary Guarantors of our report dated January 4, 1998, with respect to the combined balance sheets of Nationwide Communications as of September 30, 1997 and December 31, 1996, and the related combined statements of earnings, shareholder's equity, and cash flows for the nine month period ended September 30, 1997 and each of the years in the two year period ended December 31, 1996, which report appears in the Form 8-K of Jacor Communications, Inc. dated January 5, 1998, as amended. In addition, we consent to the reference to our firm under the heading "Experts" in the Prospectus Supplements to the Prospectus contained in the registration statement (No. 333-40127) on Form S-3 of Jacor Communications, Inc., Jacor Communications Company and the Subsidiary Guarantors. KPMG Peat Marwick LLP Columbus, Ohio February 3, 1998 EX-99.1 14 PRESS RELEASE DATED 1/21/98 EXHIBIT 99.1 JACOR TO OFFER COMMON STOCK, SENIOR SUBORDINATED NOTES AND LIQUID YIELD OPTION NOTES COVINGTON, KY, JANUARY 21, 1998: Jacor Communications, Inc. (Nasdaq: JCOR) and its wholly owned subsidiary, Jacor Communications Company, today announced they will offer for sale approximately $495 million of securities in three concurrent offerings. The offerings will be made pursuant to Jacor's omnibus shelf registration statement previously declared effective by the Securities and Exchange Commission. The offerings are: 1. COMMON STOCK: Jacor Communications, Inc. will offer to sell approximately 3.8 million shares of common stock to the public. The number of shares to be offered and the final offering price will be determined by market conditions at the time of sale. Net proceeds to the company are expected to be approximately $200 million. The underwriters have an over-allotment option to purchase up to an additional 15% of the number of shares offered. 2. SENIOR SUBORDINATED NOTES: Jacor Communications Company will offer to sell $100 million in aggregate principal amount of 12 year fixed rate notes. The notes will be guaranteed by Jacor Communications, Inc. and by Jacor subsidiaries. Market conditions at the time of the offering will determine the exact coupon, term and other provisions of the security. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION WILL ACT AS LEAD UNDERWRITER IN THE PRECEDING OFFERINGS. 3. LIQUID YIELD OPTION NOTES (LYONS): Jacor Communications, Inc. will offer to sell 20-year liquid yield notes with expected gross proceeds of $150 million. The LYONs are zero coupon senior notes and are convertible into Jacor common stock. The yield, conversion premium, call provisions and other terms of the security will be determined by market conditions at the time of the offering. The underwriter has a 10% over-allotment option on the LYONs. MERRILL LYNCH WILL ACT AS SOLE UNDERWRITER IN THE LYONS OFFERING. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR 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 DEPARTMENTS OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, 277 PARK AVENUE, NEW YORK, NY, 10172, TEL. 212.892.3000 FOR THE SENIOR SUBORDINATED NOTES AND COMMON STOCK. THE PROSPECTUS FOR THE LIQUID YIELD OPTION NOTES (LYONS) WILL BE AVAILABLE THROUGH THE MERRILL LYNCH PROSPECTUS OPERATIONS, TEL. 732.885.7260. EX-99.2 15 PRESS RELEASE DATED 2/4/98 JACOR AGREES TO SELL COMMON STOCK, SENIOR SUBORDINATED NOTES AND LIQUID YIELD OPTION NOTES COVINGTON, KY, FEBRUARY 4, 1998: Jacor Communications, Inc. (Nasdaq: JCOR) and its wholly owned subsidiary, Jacor Communications Company, announced today their agreement to sell securities in three separate offerings made on Tuesday, February 3, 1998. The aggregate gross proceeds from these three offerings will be approximately $500.0 million and were made pursuant to Jacor's omnibus shelf registration statement previously declared effective by the Securities and Exchange Commission. The offerings are: 1. COMMON STOCK: Jacor Communications, Inc. agreed to sell 4.56 million shares of its common stock to the public at $50.50 per share, for gross proceeds of approximately $230.3 million. Net proceeds to the company are anticipated to be approximately $221.0 million. The underwriters have an over-allotment option to purchase up to an additional 513,000 shares of common stock at $50.50 per share. 2. SENIOR SUBORDINATED NOTES: Jacor Communications Company agreed to sell $120.0 million in aggregate principal amount at maturity of 8% Senior Subordinated Notes due 2010 to the public, for gross proceeds of approximately $119.5 million. The notes were priced to yield 8.05% with a coupon of 8.0% and are callable after five years. The notes will be guaranteed by Jacor Communications, Inc. and by all of Jacor's subsidiaries. Net proceeds to the company are anticipated to be approximately $117.1 million. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ACTED AS LEAD UNDERWRITER IN THE PRECEDING OFFERINGS. 3. LIQUID YIELD OPTION NOTES (LYONs): Jacor Communications, Inc. agreed to sell $383.6 million in aggregate principal amount at maturity of its Liquid Yield Option Notes due 2018 (Zero Coupon-Senior) (the "LYONs") to the public, for gross proceeds of $150.0 million. The yield to maturity of the LYONs is 4.75% per annum and each LYON is convertible, at the option of the holder at any time on or prior to maturity, into 6.245 shares of common stock of Jacor Communications, Inc. The LYONs have been approved for listing, subject to official notice of issuance, on the Nasdaq Stock Market's SmallCap Market under the symbol "JCORH". Net proceeds to the company are anticipated to be approximately $145.5 million. The underwriter has an over-allotment option to purchase up to an additional $43.34 million in aggregate principal amount at maturity of LYONs for additional potential gross proceeds of approximately $16.95 million. MERRILL LYNCH & CO. ACTED AS SOLE UNDERWRITER IN THE LYONs OFFERING. All three offerings are schedule to close on Monday, February 9. THE OFFERINGS ARE MADE BY PROSPECTUS ONLY. COPIES OF THE FINAL PROSPECTUS FOR THE COMMON STOCK AND THE 8% SENIOR SUBORDINATED NOTES DUE 2010 ARE AVAILABLE THROUGH THE PROSPECTUS DEPARTMENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, 277 PARK AVENUE, NEW YORK, NY, 10172, TEL. 212.892.3000. THE PROSPECTUS FOR THE LIQUID YIELD OPTION NOTES DUE 2018 (LYONs) IS AVAILABLE THROUGH MERRILL LYNCH & CO., PROSPECTUS OPERATIONS, TEL. 732.885.7260. -----END PRIVACY-ENHANCED MESSAGE-----