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EXHIBIT 2(b)
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment")
is made and entered on May 31, 2000, among the company or companies designated
as Clear Channel on the signature page hereto (collectively, "Clear Channel")
and the company or companies designated as Exchange Party on the signature page
hereto (collectively, "Exchange Party"), under the following circumstances:
A. Clear Channel and Exchange Party entered into an Asset Exchange
Agreement dated March 12, 2000 (the "Asset Exchange Agreement").
B. Clear Channel and Exchange Party desire to amend the Asset
Exchange Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein are used with the meaning set forth in the Asset Exchange
Agreement.
SECTION 2. RECITAL B. The definition of "Exchange Party Stations" as
set forth in Recital B shall only include the following stations:
WYHT-FM, WSWR-FM and WMAN-AM, licensed to Mansfield/Shelby,
Ohio, and KATJ-FM, KZXY-FM, KIXA-FM, KROY-AM and KIXW-AM,
licensed to Victorville, California.
The definition of "Exchange Party Stations" shall no longer include
the following stations:
KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi (ie:
Palmdale), California and KOSS-FM, licensed to Lancaster,
California.
SECTION 3. PURCHASE PRICE. The Cash Payment of SIXTY-SEVEN MILLION
DOLLARS ($67,000,000) as set forth in Section 3.1 to the Asset Exchange
Agreement shall be increased by THIRTEEN MILLION FOUR HUNDRED SIXTY-FIVE
THOUSAND DOLLARS ($13,465,000) for a total revised Cash Payment of EIGHTY
MILLION FOUR HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($80,465,000).
SECTION 4. SCHEDULES. Those portions of the Exchange Party Schedules
which relate to KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi (ie:
Palmdale), California and KOSS- FM, licensed to Lancaster, California shall be
deleted in their entirety from the Asset Exchange Agreement and Exchange Party
Schedules.
SECTION 5. RELEASE. All references to Exchange Party in the Asset
Exchange Agreement, the Escrow Agreement, the Liquidated Damages Agreement, and
a letter agreement, each dated March 12, 2000, and any other document relating
thereto, shall mean Regent Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Mansfield, Inc., and Regent Licensee
of Mansfield, Inc. only and shall not include Regent Broadcasting of Palmdale,
Inc. or Regent Licensee of Palmdale, Inc. Regent Broadcasting of Palmdale, Inc.
and Regent Licensee of Palmdale, Inc. (the "Palmdale Entities") hereby
relinquish all rights, and are hereby completely released and discharged of all
obligations, agreements, covenants, liabilities, claims, costs, and expenses,
arising out of or relating to the Asset Exchange Agreement and all such other
documents referenced above, and the remaining parties shall proceed with the
subject transaction as amended as if the Palmdale Entities had never been
parties thereto.
SECTION 6. NO OTHER CHANGES. Except as expressly modified hereby, the
Asset Exchange Agreement remains unaltered and in full force and effect.
SECTION 7. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date and year first above written.
CLEAR CHANNEL: CLEAR CHANNEL BROADCASTING, INC.
By: Kenneth E. Luyker
Name: Kenneth E. Luyker
Title: SVP
CLEAR CHANNEL BROADCASTING LICENSES, INC.
By: Kenneth E. Luyker
Name: Kenneth E. Luyker
Title: SVP
CAPSTAR RADIO OPERATING COMPANY
By: William S. Banowsky, Jr.
Name: William S. Bankowsky, Jr.
Title: Executive Vice President
CAPSTAR TX LIMITED PARTNERSHIP
By: William S. Banowsky, Jr.
Name: William S. Banowsky, Jr.
Title: Executive Vice President
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EXCHANGE PARTY: REGENT BROADCASTING OF VICTORVILLE, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
REGENT LICENSEE OF VICTORVILLE, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
REGENT BROADCASTING OF PALMDALE, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
REGENT LICENSEE OF PALMDALE, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
REGENT BROADCASTING OF MANSFIELD, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
REGENT LICENSEE OF MANSFIELD, INC.
By: Terry S. Jacobs
Name: Terry S. Jacobs
Title: Chairman
