EXHIBIT 4.4
WAIVER AND THIRD AGREEMENT
CONCERNING BUY-SELL AGREEMENT
This WAIVER AND THIRD AGREEMENT CONCERNING BUY-SELL AGREEMENT dated as
of July 26, 2002 (this "Third Amendment") is by and among Clear Channel
Communications, Inc., X. Xxxxx Xxxx and X.X. XxXxxxx.
WHEREAS, the undersigned are all of the parties to that certain
Buy-Sell Agreement executed May 31, 1977, relating to shares of Clear Channel
Communications, Inc. (the "Agreement"), who remain obligated thereon as such
Agreement has been heretofore amended by that certain Agreement Concerning
Buy-Sell Agreement executed August 3, 1998 (the "First Amendment") and as
further amended by that certain Waiver and Second Agreement Concerning Buy-Sell
Agreement executed August 17, 1998 (the "Second Amendment"; copies of the
Agreement, the First Amendment and the Second Amendment are attached hereto as
Exhibit A) and
WHEREAS, X.X. XxXxxxx proposes to: (a) amend, ratify and confirm the
pledge of the Pledged Stock (as defined in the Second Amendment) to JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank, successor by merger to
Chase Bank of Texas, National Association) contemplated by the Second Amendment;
(b) amend, ratify and confirm certain pledges of other shares of the Stock owned
by him to secure indebtedness owed to Xxxxx Fargo Bank (Texas), N.A. (the "Xxxxx
Fargo Stock") in connection with the assignment of such indebtedness to JPMorgan
Chase Bank; (c) sell, transfer and dispose of some or all of the Pledged Stock,
the Xxxxx Fargo Stock and certain other shares of the Stock owned by him (the
Pledged Stock, the Xxxxx Fargo Stock and all other shares of Stock owned by X.X.
XxXxxxx from time to time is collectively the "XxXxxxx Stock") in one or more
tranches pursuant to one or more Stock Purchase Agreements to be entered into by
and among X.X. XxXxxxx, JPMorgan Chase Bank and certain affiliates of JPMorgan
Chase Bank (the "Stock Sale"); (d) pledge certain shares of the XxXxxxx Stock
(and rights related thereto) to JPMorgan Chase Bank to secure his obligations
under agreements relating to the Stock Sale; (e) lend and dispose of some or all
of the XxXxxxx Stock to JPMorgan Chase Bank from time to time pursuant to one or
more stock lending agreements which may from time to time be entered into by
X.X. XxXxxxx, JPMorgan Chase Bank and certain affiliates of JPMorgan Chase Bank
(the "Stock Loan"); and (f) pledge to JPMorgan Chase Bank any of the rights of
X.X. XxXxxxx under the Stock Loan (including any rights to proceeds or to the
return of shares of the XxXxxxx Stock that have been lent or disposed of).
NOW THEREFORE, for mutual consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, the undersigned agree as follows:
1. Unless indicated otherwise, terms defined in the Agreement shall
have the same meaning in this agreement.
2. The Company and each Shareholder acknowledges and consents to (i)
the pledges by X.X. XxXxxxx to JPMorgan Chase Bank, either directly or through
assignment, of a security interest in any or all of the shares of the XxXxxxx
Stock, (ii) the sale, disposition and transfer of any or all of the shares of
the XxXxxxx Stock through the Stock Sale and any pledges of any or all of the
shares of the XxXxxxx Stock (and rights related thereto) related to the Stock
Sale and (iii) the lending and disposition of any or all of the shares of the
XxXxxxx Stock through the Stock Loan and any pledges to JPMorgan Chase Bank of
the rights of X.X. XxXxxxx under the Stock Loan (including any rights to
proceeds or to the return of shares of the XxXxxxx Stock that have been lent or
disposed of). The Company and each Shareholder agrees that the XxXxxxx Stock
shall be free of the terms of the Agreement, as amended, including without
limitation, any requirement of a legend on the certificate evidencing any
XxXxxxx Stock and of any obligation to offer the XxXxxxx Stock to another party
to the Agreement.
3. JPMorgan Chase Bank and any assignee or successor shall be free to
exercise any rights it may have pursuant to (i) any pledge or security agreement
relating to the XxXxxxx Stock, (ii) the Stock Sale, (iii) the Stock Loan, or
(iv) any pledge or security agreement relating to the rights of X.X. XxXxxxx
under the Stock Loan (including any rights to proceeds or to the return of
shares of the XxXxxxx Stock that have been lent or disposed of).
4. The undersigned execute this Third Amendment with the stated purpose
that JPMorgan Chase Bank and its affiliates may rely hereon and hereby represent
to JPMorgan Chase Bank and its affiliates that the only agreements between or
among them relating to the Stock are the Agreement, the First Amendment, the
Second Amendment and this Third Amendment, and the First Amendment, the Second
Amendment and this Third Amendment are the only amendments to the Agreement.
5. The Agreement, the First Amendment, the Second Amendment, and the
Third Amendment and the terms and conditions thereof and hereof shall be binding
on and operate for the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
Executed this 26 day of July, 2002.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: President/COO
/s/ X. XXXXX XXXX
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X. Xxxxx Xxxx
/s/ X.X. XXXXXXX
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X.X. XxXxxxx
Exhibit A
Buy-Sell Agreement, First Amendment, and Second Amendment
