Texas (State or other jurisdiction of incorporation) |
001-09645 (Commission File Number) |
74-1787539 (IRS Employer Identification No.) |
||
200 East Basse Road San Antonio, Texas (Address of principal executive offices) |
78209 (Zip Code) |
(d) | Exhibits. | |
2.1 | Amendment No. 1 to Asset Purchase Agreement, dated March 14, 2008, by and among Clear Channel Broadcasting, Inc., Ackerley Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting Licenses, Inc., Clear Channel Investments, Inc. and Newport Television, LLC. | |
99.1 | Press release dated March 14, 2008. |
CLEAR CHANNEL COMMUNICATIONS, INC. |
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By: | /s/ Herbert W. Hill, Jr. | |||
Herbert W. Hill, Jr. | ||||
Sr. Vice President/Chief Accounting Officer | ||||
Exhibit No. | Document Description | |
2.1
|
Amendment No. 1 to Asset Purchase Agreement, dated March 14, 2008, by and among Clear Channel Broadcasting, Inc., Ackerley Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting Licenses, Inc., Clear Channel Investments, Inc. and Newport Television, LLC. | |
99.1
|
Press release dated March 14, 2008. |
1. | Amendment Regarding Closing Purchase Price. Subject to Section 5 below, Section 1.6(a) of the Purchase Agreement is hereby amended by restating such subsection in its entirety as follows: |
2. | Amendment Regarding Closing. Subject to Section 5 below, Section 1.9 of the Purchase Agreement is hereby amended by restating such section in its entirety as follows: |
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3. | Amendment Regarding Adjustments to Estimated Net Working Capital. Section 1.7(f) of the Purchase Agreement is hereby amended by restating the first sentence and the second sentence of such subsection in their entirety as follows: | ||
If the Target Net Working Capital is greater than the Estimated Net Working Capital (resulting in a downward adjustment to Base Purchase Price pursuant to Section 1.6(a)) and the Final Net Working Capital is greater than the Estimated Net Working Capital, then Buyer shall pay to Seller the difference between the Estimated Net Working Capital and the lesser of the Target Net Working Capital and the Final Net Working Capital. If the Final Net Working Capital is less than the Estimated Net Working Capital and is less than the Target Net Working Capital, then Seller shall pay to Buyer the difference between the Final Net Working Capital and the lesser of the Estimated Net Working Capital and the Target Net Working Capital. | |||
4. | Amendment Regarding 401(k) Plan. Section 5.7(f) of the Purchase Agreement is hereby amended by restating such subsection in its entirety as follows: |
5. | Effectiveness. This Amendment shall become effective on the first date on which this Amendment has been executed by the each of the parties hereto. | ||
6. | Effect on Agreement. Upon execution of this Amendment by the each of the parties hereto, each reference in the Purchase Agreement to this Agreement, hereunder, hereof, herein or words of similar import, and each similar reference in any document related thereto, or executed in connection therewith, shall mean and be a reference to the Purchase Agreement as amended by this Amendment, and the Purchase Agreement and this Amendment shall be read together and construed as one single instrument. This Amendment is intended to amend the Purchase Agreement. Except as specifically set forth herein, all other terms and conditions of the Purchase Agreement shall remain in full force and effect without modification. | ||
7. | Neutral Construction. The parties to this Amendment agree that this Amendment was negotiated fairly between them at arms-length and that the final terms of this Amendment are the product of the parties negotiations. Each party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Amendment and the rights and obligations affected hereby. The parties agree that this Amendment shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Amendment therefore should not be |
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construed against a party or parties on the grounds that the party or parties drafted or was
more responsible for drafting the provision(s). |
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8. | Section Headings; Construction. The headings of Sections in this Amendment are provided for convenience only and shall not affect its construction or interpretation. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. | ||
9. | Severability. If any court or governmental authority holds any provision in this Amendment invalid, illegal or unenforceable as applied to any party or to any circumstance under any applicable law, then, so long as no party is deprived of the benefits of the Agreement, as amended by this Amendment, in any material respect, (a) such provision, as applied to such party or such circumstance, is hereby deemed modified to give effect to the original written intent of the parties to the greatest extent consistent with being valid and enforceable under applicable law, (b) the application of such provision to any other party or to any other circumstance will not be affected or impaired thereby and (c) the validity, legality and enforceability of the remaining provisions of the Agreement, as amended by this Agreement, will remain in full force and effect. | ||
10. | Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and each of their respective successors and permitted assigns. | ||
11. | No Beneficiaries. Nothing in this Amendment expressed or implied is intended or shall be construed to give any rights to any person or entity other than the parties hereto and their successors and permitted assigns. | ||
12. | Governing Law. The construction and performance of this Amendment shall be governed by the laws of the State of New York without giving effect to the choice of law provisions thereof. | ||
13. | Counterparts. This Amendment may be executed in separate counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement. The exchange of copies of this Amendment and of counterpart signature pages by electronic or facsimile transmission shall constitute effective execution and delivery of this Amendment and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted electronically or by facsimile shall be deemed to be their original signatures for all purposes. |
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BUYER: | NEWPORT TELEVISION, LLC | |||||
By: | /s/ Richard L. Essex, Jr.
Title: Secretary |
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CLEAR CHANNEL: | CLEAR CHANNEL BROADCASTING, INC. | |||||
By: | /s/ Randall T. Mays | |||||
Name: Randall T. Mays Title: President and Chief Financial Officer |
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SELLER: | ABO BROADCASTING OPERATIONS, LLC | |||||
By: | /s/ Randall T. Mays | |||||
Name: Randall T. Mays Title: President and Chief Financial Officer |
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ACKERLEY BROADCASTING FRESNO, LLC | ||||||
By: | /s/ Randall T. Mays | |||||
Name: Randall T. Mays Title: President and Chief Financial Officer |
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AK MOBILE TELEVISION, INC. | ||||||
By: | /s/ Hamlet T. Newsom | |||||
Name: Hamlet T. Newsom Title: Assistant Secretary |
BEL MEADE BROADCASTING, INC. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer | |||
CAPSTAR RADIO OPERATING COMPANY |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer | |||
CAPSTAR TX LIMITED PARTNERSHIP |
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By: | CBCGP, Inc., Its General Partner |
By: | /s/ Randall T. Mays
|
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Title: President and Chief Financial Officer |
CCB TEXAS LICENSES, L.P. |
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By: | CCBL GP, LLC, Its General Partner |
By: | /s/ Randall T. Mays
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Title: President and Chief Financial Officer |
CENTRAL NY NEWS, INC. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer | |||
-S-
CITICASTERS CO. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer |
CLEAR CHANNEL BROADCASTING LICENSES, INC. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer | |||
CLEAR CHANNEL BROADCASTING, INC. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer |
CLEAR CHANNEL INVESTMENTS, INC. |
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By: | /s/ Randall T. Mays | |||
Name: | Randall T. Mays | |||
Title: | President and Chief Financial Officer | |||
-S-
Media | ||
Lisa Dollinger
|
Michele Clarke/Ray Yeung | |
Clear Channel Communications
|
Brainerd Communicators, Inc. | |
(210) 822-2828
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(212) 986-6667 | |
lisadollinger@clearchannel.com
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clarke@braincomm.com/ | |
yeung@braincomm.com |