EXHIBIT 3
STOCKHOLDERS AGREEMENT
----------------------
This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of February 19,
1997, is entered into by and among Chancellor Broadcasting Company, a Delaware
corporation (the "Company"), Evergreen Media Corporation, a Delaware corporation
("Evergreen"), Xxxxx X. Xxxxxxxx (individually and as custodian for certain
shares held by his children, the "Principal Evergreen Stockholder"), and
HM2/Chancellor, L.P., a Texas limited partnership, Hicks, Muse, Xxxx & Xxxxx
Equity Fund II, L.P., a Delaware limited partnership, HM2/HMW, L.P., a Texas
limited partnership, the Chancellor Business Trust, a Delaware business trust,
HM2/HMD Sacramento GP, L.P., a Texas limited partnership, Xxxxx, Muse GP
Partners, L.P., a Texas limited partnership, Xxxxxx X. Xxxxx, as Trustee of the
Xxxxxxx Xxxx Xxxxx 1992 Irrevocable Trust, Xxxxxx X. Xxxxx, as Trustee of the
Xxxxxxxxx Xxxxxxxx Xxxxx 1993 Irrevocable Trust, Xxxxxx X. Xxxxx, as Trustee of
the Xxxx Xxxxxxxxx Xxxxx 1984 Trust, Xxxxxx X. Xxxxx, as Trustee of the Xxxx
Xxxxxx Xxxxx 1984 Trust, Xxxxxx X. Xxxxx, as Trustee of the Xxxxxx Xxxxxxx Xxxxx
1984 Trust, Xxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx, Xx. 1984 Trust,
Xxxxxx X. Xxxxx and H. Xxxx Xxxxxxxx, as Trustees for the Muse Children's GS
Trust, and Xxxxxx X. Xxxxx (collectively, the "Principal Company Stockholders").
RECITALS
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WHEREAS, concurrently herewith, Evergreen, the Company and Chancellor Radio
Broadcasting Company, a Delaware corporation and a subsidiary of the Company
("Radio Broadcasting") are entering into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which the Company and Radio Broadcasting will
be merged with and into Evergreen (the "Merger"), with Evergreen surviving the
Merger as the surviving corporation (the "Surviving Corporation");
WHEREAS, pursuant to the terms of the Merger Agreement, (i) each share of
CLass A Common Stock, $0.01 par value ("Company Class A Common Stock"), and each
share of Class B Common Stock, $0.01 par value ("Company Class B Common Stock"
and, collectively with Company Class A Common Stock, the "Shares"), of the
Company outstanding immediately prior to the Merger shall be converted into the
right to receive 0.9091 shares of Common Stock, $0.01 par value (the "Surviving
Corporation Common Stock"), of the Surviving
Corporation, and (ii) each share of Class A Common Stock, $0.01 par value
("Evergreen Class A Common Stock"), and each share of Class B Common Stock,
$0.01 par value ("Evergreen Class B Common Stock" and, collectively with
Evergreen Class A Common Stock, the "Evergreen Common Stock"), of Evergreen
outstanding immediately prior to the Merger shall be converted into the right to
receive one share of Surviving Corporation Common Stock;
WHEREAS, as a condition to entering into the Merger Agreement, Evergreen is
requiring that each of the Principal Company Stockholders, and the Company is
requiring that the Principal Evergreen Stockholder, enter into this Agreement,
upon the terms and subject to the conditions hereinafter set forth, with respect
to the number of Shares and shares of Evergreen Common Stock owned by the
Principal Company Stockholders and the Principal Evergreen Stockholder,
respectively, as set forth opposite the name of such stockholder on Schedule I
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hereto;
WHEREAS, in order to induce the Company to enter into the Merger Agreement,
the Principal Evergreen Stockholder is willing to enter into this Agreement; and
WHEREAS, in order to induce Evergreen to enter into the Merger Agreement,
the Principal Company Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agrees as follows:
ARTICLE I.
AGREEMENT TO VOTE SHARES
------------------------
Section 1.1 Agreement to Vote. (a) Each Principal Company Stockholder,
-----------------
severally and not jointly, hereby agrees that during the time this Agreement is
in effect, at any meeting of the stockholders of the Company, however called,
and in any action by consent of the stockholders of the Company, such
stockholder will vote (A) all of the Shares set forth opposite such
stockholder's name on Schedule I hereto and (B) any and all Shares acquired by
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such Stockholder on or after the date hereof, subject to the termination of this
Agreement pursuant to Section 6.1 hereof, (i) in favor of the Merger, the
Merger Agreement (as it may be amended from time to time) and the transactions
2
contemplated by the Merger Agreement and (ii) against any Acquisition Proposal
(as defined in the Merger Agreement) or any other action or agreement that would
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or which would
result in any of the conditions to the Company's obligations under the Merger
Agreement not being fulfilled. In order to effect the intentions of the parties
hereunder, each Principal Company Stockholder hereby constitutes and appoints
Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx, either of whom may act without the
joinder of the other, as his or its true and lawful proxy and attorney-in-fact
to vote any and all of the Shares owned by such stockholder at the Stockholders
Meeting (as defined in the Merger Agreement). Each Principal Company Stockholder
acknowledges that the proxy granted hereby is irrevocable, being coupled with an
interest, and that such proxy will continue until the termination of this
Agreement in accordance with its terms.
(b) The Company, in its capacity as the holder of all of the issued and
outstanding shares of capital stock of Chancellor Radio Broadcasting Company, a
Delaware corporation, entitled to vote on the Merger, hereby agrees that during
the time this Agreement is in effect, the Company will execute a written
consent, subject to the termination of this Agreement pursuant to Section 6.1
hereof, approving the Merger, the Merger Agreement (as it may be amended from
time to time) and the transactions contemplated by the Merger Agreement, and the
Company shall not rescind or revoke such consent.
(c) The Principal Evergreen Stockholder hereby agrees that during the time
this Agreement is in effect, at any meeting of the stockholders of Evergreen,
however called, and in any action by consent of the stockholders of Evergreen,
such stockholder will vote (A) all of the shares of Evergreen Common Stock set
forth opposite such stockholder's name on Schedule I hereto and (B) any and all
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shares of Evergreen Common Stock acquired by such stockholder on or after the
date hereof, subject to the termination of this Agreement pursuant to Section
6.1 hereof, (i) in favor of the Merger, the Merger Agreement (as it may be
amended from time to time) and the transactions contemplated by the Merger
Agreement and (ii) against any Acquisition Proposal or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of Evergreen
3
under the Merger Agreement or which would result in any of the conditions to
Evergreen's obligations under the Merger Agreement not being fulfilled. In order
to effect the intentions of the parties hereunder, the Principal Evergreen
Stockholder hereby constitutes and appoints Xxxxxx X. Xxxxx and Xxxxxxxx X.
Xxxxxx, Xx., either of whom may act without the joinder of the other, as his or
its true and lawful proxy and attorney-in-fact to vote any and all of the shares
of Evergreen Common Stock owned by such stockholder at the Evergreen
Stockholders Meeting (as defined in the Merger Agreement). The Principal
Evergreen Stockholder acknowledges that the proxy granted hereby is irrevocable,
being coupled with an interest, and that such proxy will continue until the
termination of this Agreement in accordance with its terms.
Section 1.2 Adjustment upon Changes in Capitalization. In the event of
-----------------------------------------
any change in the Shares or Evergreen Common Stock by reason of any stock
dividends, splits, mergers, recapitalizations or other changes in the corporate
or capital structure of the Company or Evergreen, the number and kind of Shares
or Evergreen Common Stock, as applicable, subject to this Agreement shall be
appropriately adjusted.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL COMPANY STOCKHOLDERS
--------------------------------------------------------------------
Each of the Principal Company Stockholders, severally and not jointly,
hereby represents and warrants to Evergreen as follows:
Section 2.1 Title to Shares. As of the date hereof, such stockholder is
---------------
the record and beneficial owner of the number of Shares set forth opposite such
stockholder's name on Schedule I hereto, and such Shares (other than Shares held
----------
of record by another Principal Company Stockholder party hereto but as to which
such stockholder may be deemed to be the beneficial owner) are all of the
Company Class A Common Stock or Company Class B Common Stock owned, either of
record or beneficially, by such stockholder. Such Shares are owned free and
clear of all security interests, liens, claims, pledges, options, rights of
first refusal, agreements, limitations on voting rights, charges or other
encumbrances of any nature whatsoever other than pursuant to this Agreement.
Other than pursuant to this Agreement, such
4
stockholder has not appointed or granted any proxy, which appointment or grant
is still in effect, with respect to such Shares.
Section 2.2 Authority Relative to this Agreement. Such stockholder has
------------------------------------
all requisite power and authority to execute and deliver this Agreement, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by such
stockholder and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all corporate or other proceedings on the
part of such stockholder necessary to authorize this Agreement or to consummate
such transactions. This Agreement has been duly and validly executed and
delivered by such stockholder and, assuming the due authorization, execution and
delivery by Evergreen, constitutes a legal, valid and binding obligation of such
stockholder, enforceable against such stockholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
Section 2.3 No Conflict.
-----------
(a) Neither the execution and delivery of this Agreement nor the
consummation by such stockholder of the transactions contemplated hereby will
(i) conflict with or violate the certificate of incorporation or bylaws or
equivalent organizational documents of such stockholder, (ii) conflict with or
violate any law, rule, regulation, order, judgement or decree applicable to such
stockholder or by which the Shares are bound or affected or (iii) conflict
with, or constitute a violation of, or constitute a default under, or give to
others any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance on any of the Shares pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such stockholder is
a party or by which such stockholder or the Shares are bound or affected, except
for any such conflicts, violations, breaches, defaults or other occurrences
which would not
5
prevent or delay the performance by such stockholder of its obligations under
this Agreement.
(b) The execution and delivery of this Agreement by such stockholder do
not, and the performance of this Agreement by such stockholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, except (i) filings
which may be required under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications would not
prevent or delay the performance by such stockholder of its obligations under
this Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL EVERGREEN STOCKHOLDER
---------------------------------------------------------------------
The Principal Evergreen Stockholder hereby represents and warrants to the
Company as follows:
Section 3.1 Title to Evergreen Common Stock. As of the date hereof, such
-------------------------------
stockholder is the record and beneficial (except to the extent indicated on
Schedule I hereto) owner of the number of shares of Evergreen Common Stock set
----------
forth opposite such stockholder's name on Schedule I hereto, and such shares of
----------
Evergreen Common Stock are all of the Evergreen Class A Common Stock or
Evergreen Class B Common Stock owned, either of record or beneficially, by such
stockholder. Such shares of Evergreen Common Stock are owned free and clear of
all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, limitations on voting rights, charges or other encumbrances
of any nature whatsoever other than pursuant to this Agreement, except as
disclosed to the Company prior to the execution and delivery of this Agreement.
Other than pursuant to this Agreement, such stockholder has not appointed or
granted any proxy, which appointment or grant is still in effect, with respect
to such shares of Evergreen Common Stock.
Section 3.2 Authority Relative to this Agreement. Such stockholder has
------------------------------------
all requisite power and authority to execute and deliver this Agreement, to
perform its obligations hereunder, and to consummate the transactions
6
contemplated hereby. The execution and delivery of this Agreement by such
stockholder and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all corporate or other proceedings on the
part of such stockholder necessary to authorize this Agreement or to consummate
such transactions. This Agreement has been duly and validly executed and
delivered by such stockholder and, assuming the due authorization, execution and
delivery by the Company, constitutes a legal, valid and binding obligation of
such stockholder, enforceable against such stockholder in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
Section 3.3 No Conflict.
-----------
(a) Neither the execution and delivery of this Agreement nor the
consummation by the Principal Evergreen Stockholder of the transactions
contemplated hereby will (i) conflict with or violate and law, rule,
regulation, order, judgement or decree applicable to such stockholder or by
which the shares of Evergreen Common Stock are bound or affected or (ii)
conflict with, or constitute a violation of, or constitute a default under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the shares of Evergreen Common Stock pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such stockholder is a party or by which such
stockholder or the shares of Evergreen Common Stock are bound or affected,
except for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay the performance by such stockholder
of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by the Principal
Evergreen Stockholder do not, and the performance of this Agreement by such
stockholder will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory authority,
except (i) filings which may be required under the Exchange Act, or (ii) where
the failure
7
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications would not prevent or delay the performance by such
stockholder of its obligations under this Agreement.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EVERGREEN
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Section 4.1 Representations and Warranties of the Company. The Company
----------------------------------------------
hereby represents and warrants to the Principal Evergreen Stockholder that the
Company has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by the Company, and the consummation of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity). The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time or both) under any provision of, the certificate of
incorporation or bylaws of the Company, any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other material agreement,
instrument, permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the Company or
to the Company's property or assets that could reasonably be expected to have a
Company Material Adverse Effect (as defined in the Merger Agreement). The Board
of Directors of the Company has approved the terms of the Merger Agreement and
this Agreement and the consummation of the transactions contemplated thereby and
hereby, and such approval is sufficient to render inapplicable the provisions of
Section 203 of the General Corporation Law of the State of Delaware (the
"DGCL").
8
Section 4.2 Representations and Warranties of Evergreen. Evergreen hereby
-------------------------------------------
represents and warrants to each Principal Company Stockholder that Evergreen has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Evergreen, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Evergreen. This Agreement has been duly executed and delivered by
Evergreen and constitutes a valid and binding obligation of Evergreen
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity). The execution and
delivery of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time or both) under any provision of, the certificate of incorporation or
bylaws of Evergreen, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other material agreement, instrument, permit,
concessions, franchise, license, judgment, order, notice, decree, statute, law,
ordinance, rule or regulation applicable to Evergreen or to Evergreen's property
or assets that could reasonably be expected to have an Evergreen Material
Adverse Effect (as defined in the Merger Agreement). The Board of Directors of
Evergreen has approved the terms of the Merger Agreement and this Agreement and
the consummation of the transactions contemplated thereby and hereby, and such
approval is sufficient to render inapplicable the provisions of Section 203 of
the DGCL.
ARTICLE V.
COVENANTS OF THE STOCKHOLDERS
-----------------------------
Section 5.1 No Inconsistent Agreements. Each Principal Company Stockholder
--------------------------
and the Principal Evergreen Stockholder, severally and not jointly, for the
benefit of Evergreen and the Company, respectively, hereby covenants
9
and agrees that, except as contemplated by this Agreement or the Merger
Agreement, such stockholder shall not enter into any voting agreement or grant a
proxy or power of attorney with respect to their respective Shares or shares of
Evergreen Common Stock which is inconsistent with this Agreement.
Section 5.2 Transfer of Title. Each Principal Company Stockholder and
-----------------
the Principal Evergreen Stockholder, severally and not jointly, for the benefit
of Evergreen and the Company, respectively, hereby covenants and agrees that, so
long as this Agreement is in effect, such stockholder will not transfer record
or beneficial ownership of any of the Shares or shares of Evergreen Common
Stock, respectively, unless the transferee agrees in writing to be bound by the
terms and conditions of this Agreement.
Section 5.3 Other Actions. Each Principal Company Stockholder, for the
-------------
benefit of Evergreen, and the Principal Evergreen Stockholder, for the benefit
of the Company, solely in such stockholders capacity as a stockholder of the
Company and Evergreen, respectively, shall use his or its best efforts to take
all reasonable action in order to effect the consummation of the Merger and all
other transactions contemplated by this Agreement and the Merger Agreement,
including without limitation, the execution and delivery of all agreements,
instruments, consents or other documents, or any other action reasonably
necessary or advisable for the consummation of the transactions contemplated by
this Agreement and the Merger Agreement.
ARTICLE VI.
TERMINATION
-----------
Section 6.1 Termination. This Agreement shall terminate automatically
-----------
upon the occurrence of (i) the Effective Time, or (ii) the valid termination of
the Merger Agreement for any reason other than the failure to receive the
Company Stockholder Approval (as defined in the Merger Agreement) or Evergreen
Stockholder Approval (as defined in the Merger Agreement) as the result of a
breach of this Agreement by any Principal Company Stockholder or the Principal
Evergreen Stockholder.
Section 6.2 Effect of Termination. In the event of the termination of
---------------------
this Agreement pursuant to Section 6.1 hereof, this Agreement shall forthwith
become void and have
10
no effect, without liability on the part of any party hereto or its trustees,
partners, beneficiaries, directors, officers, stockholders or affiliates.
ARTICLE VII.
MISCELLANEOUS
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Section 7.1 Notices. All notices and other communications under this
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Agreement must be in writing and will be deemed to have been duly given if
delivered, telecopied, sent via overnight delivery service or mailed, by
certified mail, return receipt requested, first-class postage prepaid, to the
parties at the following addresses:
If to Evergreen or the Principal Evergreen Stockholder, to:
Evergreen Media Corporation
000 Xxxx Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention. Xxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Xxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to the Company or the Principal Company Stockholders, to:
Chancellor Broadcasting Company
c/o Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxx, Xx.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
11
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Any party from time to time may change its address for the purposes of notices
hereunder by giving written notice to the other parties hereto of such new
address.
Section 7.2 Entire Agreement. This Agreement constitutes the entire
----------------
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements or understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof.
Section 7.3 Stockholder Capacity. No person executing this Agreement who
--------------------
is or becomes during the term hereof a director or officer of the Company or
Evergreen makes any agreement or understanding herein in his capacity as such
director or officer. Each Principal Company Stockholder and the Principal
Evergreen Stockholder signs solely in his capacity as the record holder and
beneficial owner of such Shares or shares of Evergreen Common Stock and nothing
contained herein shall limit or affect any actions taken by such stockholder in
his capacity as an officer or director of the Company or Evergreen to the extent
specifically permitted by the Merger Agreement.
Section 7.4 Specific Performance. The parties agree that irreparable
---------------------
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is according1y agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of Delaware or in a Delaware state court,
this being in addition to any other remedy to which they are entitled at law or
in equity. In addition, each of the parties hereto (i) consents to submit such
party to the personal jurisdiction of any Federal court in the event any dispute
arises out of this Agreement or any of the transactions contemplated hereby,
(ii) agrees that
12
such party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (iii) agrees that such
party will not bring any action relating to this Agreement or the transactions
contemplated hereby in any court other than a Federal court sitting in the state
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
Section 7.5 Severability. If any term or other provision of this
------------
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect and shall not in any way be
affected or impaired thereby so long as the economic or legal substance of this
Agreement is not affected in any manner materially adverse to any party.
Section 7.6 Amendment. This Agreement may be amended only by a written
---------
instrument signed by each of the parties hereto.
Section 7.7 Assignment. Except as required by operation of law, this
----------
Agreement shall not be assignable by the parties hereto without the prior
written consent of each of the other parties. The Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns.
Section 7.8 Governing Law. This Agreement shall be governed by the laws
-------------
of the State of Delaware without giving effect to the principles of conflicts of
laws thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, in two or more counterparts, each of which shall be deemed to be
an original and all of which collectively shall be deemed to be one and the same
instrument, as of the date first written above.
EVERGREEN MEDIA CORPORATION
By:______________________________________
Name:
Title:
CHANCELLOR BROADCASTING COMPANY
By:______________________________________
Name:
Title:
PRINCIPAL EVERGREEN STOCKHOLDER:
-------------------------------
_________________________________________
Xxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX, AS CUSTODIAN FOR
XXXXX XXXX XXXXXXXX
By:______________________________________
Xxxxx X. Xxxxxxxx,
Custodian
XXXXX X. XXXXXXXX, AS CUSTODIAN FOR
XXXX X. XXXXXXXX
By:______________________________________
Xxxxx X. Xxxxxxxx,
Custodian
(Signature Page 1 of 6 of Stockholders Agreement)
PRINCIPAL COMPANY STOCKHOLDERS:
------------------------------
HM2/CHANCELLOR, L.P.
By: HM2/CHANCELLOR GP, L.P.
its general partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its general partner
By:____________________________
Name:
Title:
HICKS, MUSE, XXXX & XXXXX EQUITY
FUND II, L.P.
By: HM2/GP PARTNERS, L.P.,
its general partner
By: XXXXX, MUSE GP PARTNERS,
L.P., its general partner
By: XXXXX, MUSE FUND II
INCORPORATED, its general
partner
By:____________________________
Name:
Title:
(Signature Page 2 of 6 of Stockholders Agreement)
HM2/HMW, L.P.
By: HICKS, MUSE, XXXX & XXXXX
EQUITY FUND II, L.P., its
general partner
By: HM2/GP PARTNERS, L.P.,
its general partner
By: XXXXX, MUSE GP PARTNERS,
L.P., its general partner
By: HICKS, MUSE, FUND II
INCORPORATED, its general
partner
By: _____________________
Name:
Title:
CHANCELLOR BUSINESS TRUST
By: HM2/GP PARTNERS, L.P.,
its Manager
By: XXXXX, XXXX XX PARTNERS,
L.P., its general partner
By: XXXXX, MUSE FUND II
INCORPORATED, its general
partner
By: _____________________
Name:
Title:
(Signature Page 3 of 6 of Stockholders Agreement)
HM2/HMD SACRAMENTO GP, L.P.
By: XXXXX, XXXX XX PARTNERS,
L.P., its general partner
By: XXXXX, MUSE FUND II
INCORPORATED, its general
partner
By: _____________________
Name:
Title:
XXXXX, XXXX XX PARTNERS, L.P.
By: XXXXX, MUSE FUND II
INCORPORATED, its general
partner
By: _____________________
Name:
Title:
___________________________________
Xxxxxx X. Xxxxx
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXXXXX XXXX XXXXX 1992 IRREVOCABLE
TRUST
By: _______________________________
Xxxxxx X. Xxxxx,
Trustee
(Signature Page 4 of 6 of Stockholders Agreement)
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXXXXXXX XXXXXXXX XXXXX 1993
IRREVOCABLE TRUST
By: ______________________________
Xxxxxx X. Xxxxx,
Trustee
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXX XXXXXXXXX XXXXX 1984 TRUST
By: ______________________________
Xxxxxx X. Xxxxx,
Trustee
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXX XXXXXX XXXXX 1984 TRUST
By: ______________________________
Xxxxxx X. Xxxxx,
Trustee
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXXXX XXXXXXX XXXXX 1984 TRUST
By: ______________________________
Xxxxxx X. Xxxxx,
Trustee
XXXXXX X. XXXXX, AS TRUSTEE OF THE
XXXXXX X. XXXXX, XX, 1984 TRUST
By: ______________________________
Xxxxxx X. Xxxxx
Trustee
(Signature Page 5 of 6 of Stockholders Agreement)
XXXXXX X. XXXXX AND H. XXXX
XXXXXXXX, AS TRUSTEES OF THE MUSE
CHILDREN'S GS TRUST
BY:______________________________
Xxxxxx X. Xxxxx,
Co-Trustee
(Signature Page 6 of 6 of Stockholders Agreement)
SCHEDULE I
----------
PRINCIPAL
---------
EVERGREEN STOCKHOLDER EVERGREEN COMMON STOCK
--------------------- ----------------------
Xxxxx X. Xxxxxxxx Class B Common Stock
3,114,066 shares*
*2,850 shares are held by Xx. Xxxxxxxx as Custodian for Xxxxx Xxxx Xxxxxxxx and
2,850 shares are held by Xx. Xxxxxxxx as Custodian for Xxxx X. Xxxxxxxx.
PRINCIPAL
---------
COMPANY STOCKHOLDER SHARES
------------------- ------
HM2/Chancellor, L.P. Class A Common Stock:
90,713 shares
Class B Common Stock:
7,129,287 shares
Hicks, Muse, Xxxx & Xxxxx
Equity Fund II, L.P. Class A Common Stock:
1,391 shares
Class B Common Stock:
6,823 shares
HM2/HMW, L.P. Class A Common Stock :
1,185,521 shares
Chancellor Business Trust Class B Common Stock :
1,346,801 shares
HM2/HMD Sacramento GP, L.P. Class B Common Stock:
166 shares
Xxxxx, Muse GP Partners, L.P. Class B Common Stock:
1,333 shares
Xxxxxx X. Xxxxx Class A Common Stock:
346,672 shares
I-1
Xxxxxx X. Xxxxx, as Trustee
of the Xxxxxxx Xxxx Xxxxx
1992 Irrevocable Trust Class A Common Stock
37,080 shares
Xxxxxx X. Xxxxx, as Trustee
of the Xxxxxxxxx Xxxxxxxx Xxxxx
1992 Irrevocable Trust Class A Common Stock
37,080 shares
Xxxxxx X. Xxxxx, as Trustee
of the Xxxx Xxxxxxxxx Xxxxx
1984 Trust Class A Common Stock
29,138 shares
Xxxxxx X. Xxxxx, as Trustee
of the Xxxx Xxxxxx Xxxxx
1984 Trust Class A Common Stock
29,138 shares
Xxxxxx X. Xxxxx, as Trustee
of the Xxxxxx Xxxxxxx Xxxxx
1984 Trust Class A Common Stock
29,138 shares
Xxxxxx X. Xxxxx, as Trustee
of the Xxxxxx X. Xxxxx, Xx
1984 Trust Class A Common Stock
29,138 shares
Xxxxxx X. Xxxxx and H. Xxxx Xxxxxxxx,
as Trustees of the Muse Children's
GS Trust Class A Common Stock
3,356 shares
I-2
