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EXHIBIT 10.47
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of July 7, 1998, among
CHANCELLOR MEDIA CORPORATION, a Delaware corporation ("Chancellor"), and RANGER
EQUITY PARTNERS, L.P., a Delaware limited partnership (the "Stockholder").
WHEREAS, Chancellor and RANGER EQUITY HOLDINGS CORPORATION, a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement"; capitalized terms used but not defined herein shall
have the meanings set forth in the Merger Agreement) providing for the merger
of the Company with and into Chancellor (the "Merger"), upon the terms and
subject to the conditions set forth in the Merger Agreement;
WHEREAS, the Stockholder owns 403,071,532 shares of Common Stock, $0.01
par value, of the Company (the "LIN Common Stock") (such shares of LIN Common
Stock, together with any other shares of capital stock of the Company acquired
by such Stockholder after the date hereof and during the term of this
Agreement, being collectively referred to herein as the "Subject Shares"),
constituting approximately 74.7% of the issued and outstanding shares of LIN
Common Stock (based solely on the Company's representations and warranties set
forth in Section 2.2 of the Merger Agreement); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Chancellor has requested that the Stockholder enter into this
Agreement in order to ensure that the Company obtain the LIN Stockholders
Approval (as defined in the Merger Agreement);
NOW, THEREFORE, to induce Chancellor to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the
premises and the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties of the Stockholder. The
Stockholder hereby represents and warrants to Chancellor as of the date hereof
as follows:
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(a) Authority; Noncontravention. The Stockholder has
all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by the Stockholder, and the consummation of
the transactions contemplated hereby, have been duly authorized by all
necessary partnership action on the part of the Stockholder. This
Agreement has been duly authorized, executed and delivered by the
Stockholder and constitutes a valid and binding obligation of the
Stockholder enforceable in accordance with its terms. The execution and
delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof
(including Section 3 of this Agreement) 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 limited partnership
agreement of the Stockholder, any trust agreement, loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable
to the Stockholder or to the Stockholder's property or assets, including
the Stockholders Agreement referred to in subparagraph (b) below.
(b) The Subject Shares. The Stockholder is the record
and beneficial owner of, and has good and marketable title to, the
Subject Shares, free and clear of any claims, liens, encumbrances and
security interests whatsoever. The Stockholder does not own, of record
or beneficially, any shares of capital stock of the Company other than
the Subject Shares. The Stockholder has the sole right to vote the
Subject Shares. None of the Subject Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the
voting of the Subject Shares, except as contemplated by this Agreement
and that certain Stockholders Agreement, dated as of March 3, 1998,
among the Company and the stockholders parties thereto (the
"Stockholders Agreement"). The Stockholders Agreement does not
prohibit, restrict or in any manner affect the right or power of the
Stockholder to vote, consent or otherwise approve the Merger Agreement
or to carry out and perform the terms of this Agreement.
2. Representations and Warranties of Chancellor. Chancellor hereby
represents and warrants to the Stockholder as of the date hereof that
Chancellor 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
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Agreement by Chancellor, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action on the part
of Chancellor. This Agreement has been duly executed and delivered by
Chancellor and constitutes a valid and binding obligation of Chancellor
enforceable in accordance with its terms. 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
Chancellor, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law, ordinance,
rule or regulation applicable to Chancellor or to Chancellor's property or
assets.
3. Covenants of the Stockholder. Until the termination of this
Agreement in accordance with Section 6, the Stockholder agrees as follows:
(a) At any meeting of stockholders of the Company
called to vote upon the Merger and the Merger Agreement or at any
adjournment thereof or in any other circumstances upon which a vote,
consent or other approval (including by written consent) with respect to
the Merger and the Merger Agreement is sought, the Stockholder shall,
including by initiating a written consent solicitation if requested by
Chancellor, vote (or cause to be voted) the Subject Shares in favor of
the Merger, the adoption by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement.
(b) At any meeting of the stockholders of the Company
or at any adjournment thereof or in any other circumstances upon which
the Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares against
(i) any merger agreement or merger (other than the Merger Agreement and
the Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up
of or by the Company or any other takeover proposal or Acquisition
Proposal as such term is defined in Section 4.5 of the Merger Agreement
(an "Acquisition Proposal") or (ii) any amendment of the Company's
certificate of incorporation or bylaws or other proposal or transaction
involving the Company or any of its subsidiaries, which amendment or
other proposal or transaction would in any manner
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impede, frustrate, prevent or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger Agreement or
change in any manner the voting rights of the LIN Common Stock. The
Stockholder further agrees not to commit or agree to take any action
inconsistent with the foregoing.
(c) Except as provided in the immediately succeeding
sentence of this Section 3(c), the Stockholder agrees not to (i) sell,
transfer, pledge, assign or otherwise dispose of (including by gift)
(collectively, the "Transfer"), or enter into any contract, option or
other arrangement (including any profit sharing agreement) with respect
to the Transfer of the Subject Shares to any person other than pursuant
to the terms of the Merger, or (ii) enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, in connection with,
directly or indirectly, any Acquisition Proposal, and agrees not to
commit or agree to take any of the foregoing actions. Notwithstanding
the foregoing, the Stockholder shall have the right, for tax planning
purposes, to Transfer the Subject Shares to a transferee provided that,
as a condition to any such Transfer, each such transferee shall execute
and deliver to Chancellor a counterpart of this Agreement and expressly
agree to be bound hereby;
(d) During the term of this Agreement, the Stockholder
shall not, nor shall it permit any investment banker, attorney or other
adviser or representative of the Stockholder to, (i) directly or
indirectly solicit, initiate or encourage the submission of, any
Acquisition Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Acquisition Proposal.
(e) Until after the Merger is consummated or the Merger
Agreement is terminated, the Stockholder shall use all reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause
to be done, and to assist and cooperate with Chancellor in doing, all
things necessary, proper or advisable to consummate and make effective,
in the most expeditious manner practicable, the Merger and the other
transactions contemplated by the Merger Agreement.
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4. Further Assurances. The Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Chancellor may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties
without the prior written consent of the other parties, except that Chancellor
may assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Chancellor. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
6. Termination. This Agreement shall terminate upon the earlier of
(a) 15 months from the date hereof or (b) the Effective Time of the Merger;
provided, however, that if the Company is not in breach of its obligations
under the Merger Agreement and the Stockholder is not in breach of its
obligations under this Agreement, this Agreement shall terminate at the time
the Merger Agreement is terminated (i) pursuant to Section 7.1(a), 7.1(b)(ii),
7.1(b)(iii) or 7.1(b)(iv) thereof, or (ii) by the Company pursuant to Section
7.1(b)(v) thereof as a result of a Material Breach of the Agreement by
Chancellor or (iii) otherwise pursuant to its terms solely because the FCC
shall have issued a final, nonappealable order that fails to satisfy the
conditions set forth in Section 6.1(b) of the Merger Agreement (after giving
effect to any waiver thereof by Chancellor).
7. General Provisions.
(a) Amendments. This Agreement may not be amended
except by an instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to
Chancellor in accordance with Section 9.1 of the Merger Agreement and to
the Stockholder at its address set forth on the signature pages hereto
(or at such other address for a party as shall be specified by like
written notice).
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(c) Interpretation. When a reference is made in this
Agreement to Sections, such reference shall be to a Section to this
Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Wherever the words
"include," "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation."
(d) Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the
same agreement, and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein)
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (ii) is not intended to confer
upon any person other than the parties hereto any rights or remedies
hereunder.
(f) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
regardless of the laws that might otherwise govern under applicable
principles of conflicts of law thereof.
8. Enforcement. 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 accordingly 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 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
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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.
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IN WITNESS WHEREOF, Chancellor has caused this Agreement to be signed by
its officer thereunto duly authorized and the Stockholder has duly signed this
Agreement, all as of the date first written above.
CHANCELLOR MEDIA CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
RANGER EQUITY PARTNERS, L.P., a Delaware
limited partnership
By: TOH/Ranger, LLC, a Texas limited
liability company, its general
partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
Address:
c/o Hicks, Muse, ▇▇▇▇ & ▇▇▇▇▇ Incorporated
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Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
(Signature Page to Voting Agreement)