CONFORMED COPY
VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated
as of October 23, 1997, is entered into by and among
Clear Channel Communications, Inc., a Texas corporation
("Parent"), and Xxxxxx X. Xxxxx (the "Stockholder").
WHEREAS, Parent, UH Merger Sub, Inc. ("Merger
Sub") and Universal Outdoor Holdings, Inc. (the
"Company"), have entered into an Agreement and Plan of
Merger of even date herewith (the "Merger Agreement"),
pursuant to which the parties thereto have agreed, upon
the terms and subject to the conditions set forth
therein, to merge Merger Sub with and into the Company
(the "Merger");
WHEREAS, as of the date hereof, the Stockholder
is the record and beneficial owner of, and has the sole
right to vote and dispose of the number of shares (the
"Shares") of common stock, par value $0.01 per share, of
the Company (the "Company Common Stock") set forth
opposite such Stockholder's name on Schedule I attached
hereto; and
WHEREAS, as a condition to its willingness to
enter into the Merger Agreement, Parent has required that
the Stockholder agree, and the Stockholder is willing to
agree, to the matters set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and the agreements set forth below, the parties
hereto agree as follows:
1. Voting of Shares.
1.1 Voting Agreement. For so long as the
Merger Agreement is in effect, the Stockholder hereby
agrees to vote (or cause to be voted) all of the Shares
(and any and all securities issued or issuable in respect
thereof) which such Stockholder is entitled to vote (or
to provide his written consent thereto), at any annual,
special or other meeting of the stockholders of the
Company, and at any adjournment or adjournments thereof,
or pursuant to any consent in lieu of a meeting or
otherwise:
(i) in favor of the Merger and the
approval and adoption of the terms contemplated by the
Merger Agreement and any actions required in furtherance
thereof;
(ii) against any action or agreement that
could result in a breach in any material respect of any
covenant, representation or warranty or any other
obligation of the Company under this Agreement or the
Merger Agreement; and
(iii) against (A) any extraordinary
corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving
the Company or any of its subsidiaries other than the
Merger, (B) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries or the
issuance of any securities of the Company or any
subsidiary, (C) any change in the executive officers or
Board of Directors of the Company, (D) any change in the
present corporate structure or business of the Company or
(E) any action that is intended, or could reasonably be
expected, to materially impede, interfere with, delay,
postpone or adversely affect the Merger and the
transaction contemplated by the Merger Agreement.
1.2 Proxy. At Parent's request
Stockholder will deliver to Parent an irrevocable proxy
only with respect to the matters covered by clauses (i),
(ii) and (iii) of this paragraph 1 granting to Parent or
its designee a proxy to vote the Shares in accordance
with the terms of this Agreement; provided, that such
proxy shall survive only for so long as the Merger
Agreement is in effect.
2. Representations and Warranties of
Stockholder. The Stockholder represents and warrants to
Parent as follows:
2.1 Binding Agreement. The Stockholder
has the capacity to execute and deliver this Agreement
and to consummate the transactions contemplated hereby.
The Stockholder has duly and validly executed and
delivered this Agreement and this Agreement constitutes a
legal, valid and binding obligation of the Stockholder,
enforceable against the Stockholder in accordance with
its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors' rights generally
and by general equitable principles (regardless of
whether enforceability is considered in a proceeding in
equity or at law).
2.2 No Conflict. Neither the execution
and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the compliance with
any of the provisions hereof, (a) require any consent,
approval, authorization or permit of, registration,
declaration or filing (except for filings under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")) with, or notification to, any
governmental entity, (b) result in a default (or an event
which, with notice or lapse of time or both, would become
a default) or give rise to any right of termination by
any third party, cancellation, amendment or acceleration
under any contract, agreement, instrument, commitment,
arrangement or understanding, or result in the creation
of a security interest, lien, charge, encumbrance, equity
or claim with respect to any of the Shares, (c) require
any material consent, authorization or approval of any
person other than a governmental entity, or (d) violate
or conflict with any order, writ, injunction, decree or
law applicable to the Stockholder or the Shares.
2.3 Ownership of Shares. The Stockholder
is the record and beneficial owner of the Shares free and
clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of
whatever nature and free of any other limitation or
restriction (including any restriction on the right to
vote, sell or otherwise dispose of the Shares). Except
as set forth on Schedule II attached hereto, there are no
outstanding options or other rights to acquire from the
Stockholder, or obligations of the Stockholder to sell or
to acquire, any shares of Company Common Stock. The
Stockholder holds exclusive power to vote the Shares,
subject to the limitations set forth in Section 1 of this
Agreement. The Shares represent all of the shares of
capital stock of the Company beneficially owned by
Stockholder.
3. Representations and Warranties of Parent.
Parent represents and warrants to the Stockholder as
follows:
3.1 Binding Agreement. Parent is a
corporation duly incorporated, validly existing and in
good standing under the laws of the State of Texas and
has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this
Agreement and the Merger Agreement by Parent and the
consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by the
Board of Directors of Parent, and no other corporate
proceedings on the part of Parent are necessary to
authorize the execution, delivery and performance of this
Agreement and the Merger Agreement by Parent and the
consummation of the transactions contemplated hereby and
thereby. Parent has duly and validly executed this
Agreement and this Agreement constitutes a legal, valid
and binding obligation of Parent, enforceable against
Parent in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws
affecting creditors' rights generally and by general
equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or
at law).
3.2 No Conflict. Neither the execution
and delivery of this Agreement, the consummation by
Parent of the transactions contemplated hereby, nor the
compliance by Parent with any of the provisions hereof
will (a) conflict with or result in a breach of any
provision of its Certificate of Incorporation or By-laws,
(b) require any consent, approval, authorization or
permit of, registration, declaration or filing (except
for filings under the Exchange Act) with, or notification
to, any governmental entity, (c) result in a default (or
an event which, with notice or lapse of time or both,
would become a default) or give rise to any right of
termination by any third party, cancellation, amendment
or acceleration under any contract, agreement,
instrument, commitment, arrangement or understanding, (d)
require any material consent, authorization or approval
of any person other than a governmental entity, or (e)
violate or conflict with any order, writ, injunction,
decree or law applicable to the Stockholder or the
Shares.
4. Transfer and Other Restrictions. For so
long as the Merger Agreement is in effect:
4.1 Certain Prohibited Transfers. The
Stockholder agrees not to:
(a) sell, transfer, pledge, encumber,
assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding
with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, the Shares or any
interest contained therein, other than pursuant to this
Agreement;
(b) except as contemplated by this
Agreement, grant any proxies or power of attorney or
enter into a voting agreement or other arrangement with
respect to the Shares, other than this Agreement; nor
(c) deposit the Shares into a voting
trust.
4.2 Efforts. The Stockholder agrees not
to take any action which would make any representation or
warranty of the Stockholder herein untrue or incorrect in
any material respect or take any action that would have
the effect of preventing or disabling such Stockholder
from performing its obligations under this Agreement,
other than any action permitted to be taken pursuant to
the Merger Agreement.
4.3 Additional Shares. Without limiting
the provisions of the Merger Agreement, in the event (i)
of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of
capital stock of the Company on, of or affecting the
Shares or (ii) the Stockholder shall become the
beneficial owner of any additional shares of Company
Common Stock or other securities entitling the holder
thereof to vote or give consent with respect to the
matters set forth in Section 1 hereof, then the terms of
this Agreement shall apply to the shares of capital stock
or other securities of the Company held by the
Stockholder immediately following the effectiveness of
the events described in clause (i) or the Stockholder
becoming the beneficial owner thereof, as described in
clause (ii), as though they were Shares hereunder. The
Stockholder hereby agrees, while this Agreement is in
effect, to promptly notify Parent of the number of any
new shares of Company Common Stock acquired by the
Stockholder, if any, after the date hereof.
5. Legend. The Stockholder shall surrender
to the Company all certificates representing the Shares,
and instruct the Company to place the following legend on
such certificates:
"The shares of capital stock represented
by this certificate are subject to a Voting
Agreement, dated as of October 23, 1997, by and
among Clear Channel Communications, Inc. and
Xxxxxx X. Xxxxx."
6. Specific Enforcement. The parties hereto
agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not
performed in accordance with the terms hereof or were
otherwise breached and that each party shall be entitled
to specific performance of the terms hereof, in addition
to any other remedy which may be available at law or in
equity.
7. Confidentiality. Except as may be
required by applicable law, the Stockholder and Parent
severally agree to keep proprietary information regarding
the Company and Parent and their respective subsidiaries
confidential.
8. Termination. Except for Section 7 hereof,
which shall survive without limitation, and Sections 8
and 9 hereof, which shall survive for the period
specified therein, this Agreement shall terminate on the
earlier of (i) the termination of the Merger Agreement in
accordance with its terms, (ii) the agreement of the
parties hereto to terminate this Agreement and (iii)
consummation of the Merger.
9. Indemnification. Parent shall, to the
fullest extent permitted under applicable law, indemnify
and hold harmless, the Stockholder against any costs or
expenses (including attorneys' fees as provided below),
judgments, fines, losses, claims, damages, liabilities
and amounts paid in settlement in connection with any
claim, action, suit, proceeding or investigation by the
Company or any stockholder of the Company asserting any
breach by the Stockholder of any fiduciary duty on his
part to the Company or the other stockholders of the
Company by reason of the Stockholders's entering into
this Agreement, for a period of six years after the date
hereof. In the event of any such claim, action, suit,
proceeding or investigation (whether arising before or
after the termination of this Agreement), (a) Parent
shall pay the fees and expenses of one counsel selected
by the Stockholder and reasonably acceptable to Parent to
represent him in connection therewith promptly after
statements therefor are received, and (b) Parent and
Merger Sub will cooperate in the defense of any such
matter; provided, however, that Parent shall not be
liable for any settlement effected without its written
consent (which consent shall not be unreasonably
withheld); provided, further, that in the event that any
claim or claims for indemnification are asserted or made
within such six-year period, all rights to
indemnification in respect of any such claim or claims
shall continue until the disposition of any and all such
claims.
10. Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed
delivery by a standard overnight carrier or when
delivered by hand or (c) the expiration of five business
days after the day when mailed by certified or registered
mail, postage prepaid, addressed at the following
addresses (or at such other address for a party as shall
be specified by like notice):
If to Parent, to:
Clear Channel Communications, Inc.
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxx
Facsimile No.: (000) 000-0000
with a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxx P.C.
Facsimile No.: (000) 000-0000
If to Stockholder, to:
x/x Xxxxxxxxx Xxxxxxx Holdings, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxx, Esq.
11. Certain Events. The Stockholder agrees
that this Agreement and the obligations hereunder shall
attach to the Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or
otherwise.
12. Entire Agreement. This Agreement
(including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both
written and oral, among the parties, or any of them, with
respect to the subject matter hereof.
13. Consideration. This Agreement is granted
in consideration of the execution and delivery of the
Merger Agreement by Parent.
14. Amendment. This Agreement may not be
modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement
executed by the parties hereto.
15. Successors and Assigns. This Agreement
shall not be assigned by operation of law or otherwise
without the prior written consent of the other parties
hereto. This Agreement will be binding upon, inure to
the benefit of and be enforceable by each party and such
party's respective heirs, beneficiaries, executors,
representatives and permitted assigns.
16. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall
be deemed to be an original, but all of which together
shall constitute one and the same instrument.
17. Governing Law. This Agreement shall be
governed in all respects, including validity,
interpretation and effect, by the laws of the State of
Delaware (without giving effect to the provisions thereof
relating to conflicts of law).
18. Severability. Any term or provision of
this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or
unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement
is so broad as to be unenforceable, the provision shall
be interpreted to be only so broad as is enforceable.
19. Headings. 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.
IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered by the Stockholder and a duly
authorized officer of Parent on the day and year first
written above.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ XXXXXXX XXXX
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
/s/ XXXXXX X. XXXXX
-------------------------------
Xxxxxx X. Xxxxx
SCHEDULE I TO
VOTING AGREEMENT
Name of Stockholder Number of Shares
------------------- ----------------
1. Xxxxxx X. Xxxxx 5,315,292
SCHEDULE II TO
VOTING AGREEMENT
None.
