JACOR COMMUNICATIONS, INC. (a Delaware corporation) $383,573,000 Principal Amount At Maturity Liquid Yield Option-TM- Notes Due 2018 (Zero Coupon - Senior) PURCHASE AGREEMENT February 3, 1998Jacor Communications Inc • February 4th, 1998 • Radio broadcasting stations • Kansas
VOTING AGREEMENTVoting Agreement • October 9th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Delaware
1 JACOR COMMUNICATIONS, INC. PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "Pledge Agreement") is executed as of February ___, 1996 by and between Jacor Communications, Inc. (the "Company") and Banque Paribas, as agent (the "Agent") for itself, the...Pledge Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
673,628 SharesStock Purchase Agreement • May 19th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Illinois
Page 1 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is made and entered into as of April 7, 1997 by and among (i) Jacor Communications, Inc., a Delaware corporation ("JACOR"), and its wholly-owned subsidiary, Jacor...Shareholders' Agreement • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Delaware
ANDWarrant Agreement • February 27th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
SECTION 1. GRANTSecurity Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Florida
4,560,000 Shares JACOR COMMUNICATIONS, INC. Common Stock ($.01 Par Value Per Share) UNDERWRITING AGREEMENTJacor Communications Inc • February 4th, 1998 • Radio broadcasting stations • New York
1 ESCROW AGREEMENT ----------------Escrow Agreement • February 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
Common StockJacor Communications Inc • May 19th, 1997 • Radio broadcasting stations • New York
STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of February 12, 1996, is among JACOR COMMUNICATIONS, INC., an Ohio corporation ("Parent"), JCAC, INC., a Florida corporation and a wholly owned subsidiary of Parent ("Acquisition"), GREAT...Stockholders Agreement • February 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Florida
Page 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations
ARTICLE 1 DEFINITIONSInvestment Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
REGISTRATION RIGHTS AGREEMENT Dated as of June 17, 1997 by and among JACOR COMMUNICATIONS COMPANY as Issuer, JACOR COMMUNICATIONS, INC., as Parent Guarantor, the Subsidiary Guarantors named on the signature pages hereof, and DONALDSON, LUFKIN &...Registration Rights Agreement • June 26th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
BY AND AMONGAgreement and Plan of Merger • April 9th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Delaware
AGREEMENT OF SALEAgreement of Sale • January 5th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Ohio
1 TRUST AGREEMENT BY AND BETWEENTrust Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • California
CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of December 20 , 1996, by and between Jacor Communications, Inc. a Delaware corporation (the "Corporation") and John T. Lynch ("Consultant").Consulting Agreement • May 5th, 1997 • Jacor Communications Inc • Radio broadcasting stations • Ohio
WHEREAS, as a condition to the Agent, the Banks, the Co-Agents, any L/C Providers and any Interest Rate Providers entering into the Credit Agreement, the Citicasters L/C Documents and Rate Hedging Agreements, respectively, the Company is required to...Trademark Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
WITNESSETH:Employment Continuation Agreement • February 27th, 1996 • Jacor Communications Inc • Radio broadcasting stations
2 3 Sections 502(b) and 506(b) of the Federal Bankruptcy Code, 11 U.S.C. Sections 502(b) and Sections 506(b)) now existing or hereafter incurred under or arising out of or in connection with the Citicasters L/C Documents including, without limitation...Subsidiary Guaranty • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
ASSET EXCHANGE AGREEMENT BETWEEN CITICASTERS CO. AND PACIFIC AND SOUTHERN COMPANY, INC.Asset Exchange Agreement • October 11th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
EXHIBIT 2.1Agreement and Plan of Merger • October 23rd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Delaware
EXECUTION VERSION EFFECTIVENESS AGREEMENT dated as of September 16, 1997 (this "Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a Florida corporation (the "Company"), the lenders listed on Schedule 1 hereto as Departing Lenders (the...Execution Version • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
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...Jacor Communications Inc • February 4th, 1998 • Radio broadcasting stations • New York
2 3 Lynch, as Optionee; John T. Lynch assigned his rights in such Option Agreement to Noble San Diego pursuant to an Assignment of Option Agreement, dated August 18, 1995; (C) Radio Broadcast Agreement, dated as of September 10, 1994, by and between...1 Asset Purchase Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
1 TERM NOTEJacor Communications Inc • March 6th, 1996 • Radio broadcasting stations
ARTICLE I REAFFIRMATIONReaffirmation Agreement • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
AMONGCredit Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
EXHIBIT 2.6 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENTLetter of Credit and Reimbursement Agreement • March 22nd, 1996 • Jacor Communications Inc • Radio broadcasting stations • Illinois
DEED OF TRUST AND SECURITY AGREEMENT THIS DEED OF TRUST AND SECURITY AGREEMENT (as amended from time to time, this "Deed of Trust") dated as of February __, 1996, between JACOR BROADCASTING OF COLORADO, INC. (the "Grantor"), a Colorado corporation,...Deed of Trust and Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Colorado
150,000,000 8 3/4% SENIOR SUBORDINATED NOTES DUE 2007Indenture • September 30th, 1997 • Jacor Communications Inc • Radio broadcasting stations • New York
WHEREAS, as a condition to Agent, the Banks and the Co-Agents entering into the Credit Agreement, each of the Grantors is required to enter into this Agreement and to grant to Agent, for the benefit of itself, the Banks, the Co-Agents, the L/C...Subsidiary Trademark Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations
ARTICLE III. REPRESENTATIONS AND WARRANTS OF THE COMPANYAgreement and Plan of Merger • October 9th, 1998 • Jacor Communications Inc • Radio broadcasting stations • Delaware
ARTICLE 1 DEFINITIONSStock Escrow and Security Agreement • March 6th, 1996 • Jacor Communications Inc • Radio broadcasting stations • Ohio
