Page 1
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is made and entered into as
of April 7, 1997 by and among (i) Jacor Communications, Inc., a Delaware
corporation ("JACOR"), and its wholly-owned subsidiary, Jacor Communications
Company, a Florida corporation ("COMMUNICATIONS"), on the one hand, and (ii)
Archon Communications Inc., a Delaware corporation ("ACI"), both in its
individual capacity and as Proxy (as defined below), the stockholders of ACI,
namely, Archon Communications Partners LLC, a California limited liability
company, and News America Holdings, Incorporated, a Delaware corporation (each
an "ARCHON SHAREHOLDER" and collectively the "ARCHON SHAREHOLDERS"), and each of
the other shareholders of Premiere signatory hereto (each an "INSIDER" and
collectively the "INSIDERS"), on the other hand. ACI, the Archon Shareholders
and the Insiders are each referred to herein individually as a "SHAREHOLDER" and
are referred to herein collectively as the "SHAREHOLDERS".
a. Jacor, Communications and PRN Holding Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Communications
("ACQUISITION CORP."), on the one hand, and Premiere Radio Networks,
Inc., a Delaware corporation ("PREMIERE"), on the other hand, have
entered into that certain Agreement and Plan of Merger (the "MERGER
AGREEMENT"), dated as of even date herewith, pursuant to which
Acquisition Corp. will merge with and into Premiere (the "MERGER"),
with the stockholders of Premiere to receive a combination of shares
of Common Stock of Jacor (the "JACOR STOCK") and cash in exchange for
their shares of Common Stock and/or Class A Common Stock of Premiere
(collectively, the "PREMIERE STOCK").
b. ACI is currently the owner of shares of Premiere Stock and
options and warrants to purchase Premiere Stock.
c. Under the Voting Trust Proxy and Voting Agreement (the "TRUST
PROXY AGREEMENT"), dated as of July 28, 1995, by and among the
Insiders and ACI, each Insider appointed ACI, with full power of
substitution, as such Insider's attorney and proxy (ACI acting in such
capacity being referred to herein as the "TRUST PROXY") to vote, and
to express consent or dissent to corporate action in writing without a
meeting with respect to, the shares of Premiere Stock owned by such
Insider listed on Schedule A to the Trust Proxy Agreement ("TRUST
SHARES") subject to that certain voting trust (the "VOTING TRUST")
created pursuant to that certain Voting Trust Agreement (the "VOTING
TRUST AGREEMENT"), dated as of July 28, 1995, by and among U.S. Trust
Company of California, N.A., not in its individual capacity but solely
as trustee of the Voting Trust ("TRUSTEE"), ACI and the Insiders, on
all matters on which such Insider is entitled to vote at a meeting of
the shareholders of Premiere, and in all proceedings in which
Page 2
the vote or consent, written or otherwise, of the holders of the Trust
Shares may be required or authorized by law. Pursuant to the Voting
Trust Agreement, the Trustee is required to vote such Trust Shares in
accordance with the determination of the holders of more than 50% of
the voting power of such Trust Shares.
d. Under the Stockholders Voting Agreement and Proxy (the "VOTING
AGREEMENT"), dated as of July 28, 1995, by and among the Insiders and
ACI, each Insider appointed ACI, with full power of substitution, as
attorney and proxy (ACI acting in such capacity being referred to
herein as the "VOTING PROXY" and ACI acting both in such capacity and
as the Trust Proxy being referred to herein as the "PROXY") to vote
the shares of Premiere Stock owned by such Insider listed on Schedule
A to the Voting Agreement (which shares are not subject to the Voting
Trust Agreement) and any shares of voting capital stock issued with
respect thereto (such existing shares and any such new shares being
collectively referred to herein as the "PROXY SHARES") on all matters
as to which such Insider is entitled to vote at a meeting of the
shareholders of Premiere, or to which they are entitled to express
consent or dissent to corporate action in writing without a meeting,
in the Voting Proxy's absolute and sole discretion.
e. Each of the Trustee and the Proxy is obligated to vote all Trust
Shares and Proxy Shares, as the case may be, in accordance with that
certain Stockholders Agreement ("STOCKHOLDERS AGREEMENT"), dated as of
July 28, 1995, by and among Premiere, ACI and the Insiders, which
Stockholders Agreement restricts the transfer of the shares of
Premiere Stock owned by the Shareholders (including by operation of
law) except in accordance with the terms and conditions of such
Stockholders Agreement.
f. A condition precedent to the Merger is the acquisition of all of
the outstanding shares of Common Stock of ACI (the "ACI STOCK") by
Communications in exchange for a combination of shares of Jacor Stock
and cash pursuant to the Stock Purchase Agreement, dated as of even
date herewith, between Jacor and Communications, on the one hand, and
the Archon Shareholders, on the other (the "STOCK PURCHASE
AGREEMENT").
g. As a condition to their willingness to enter into the Merger
Agreement and the Stock Purchase Agreement, Jacor and Communications
have required that each Shareholder enter into, and each such
Shareholder has agreed to enter into, this Agreement.
NOW, THEREFORE, in consideration of the foregoing, for good and valuable
consideration, the parties hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF ACI AND THE ARCHON SHAREHOLDERS.
Page 3
Each of ACI, both in its individual capacity and as the Proxy (except that (x)
the representations and warranties set forth in SECTIONS 1(a)(i) and 1(b) are
made by ACI solely in its individual capacity and (y) the representations and
warranties set forth in SECTION 1(c) are made by ACI solely in its capacity as
the Proxy) and each Archon Shareholder hereby, jointly and severally represents
and warrants to Jacor and Communications as follows:
(a) AUTHORITY; NO VIOLATION. Each of ACI and each such Archon
Shareholder has all necessary power and authority to enter into and perform
its respective obligations hereunder. The execution, delivery and
performance of this Agreement by each of ACI and each such Archon
Shareholder will not (i) violate its certificate of incorporation, bylaws
or other similar governing documents, (ii) constitute or result in the
breach of any term, condition or provision of, or constitute a default
under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any lien, charge
or encumbrance upon any of its property or assets pursuant to, any note,
bond, mortgage, indenture, license, agreement, lease, voting agreement,
shareholders' agreement, trust agreement, voting trust or other instrument,
contract or obligation to which it is a party (including the Proxy
Agreements as defined below) or by which its properties or assets may be
bound, or (iii) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to it. This Agreement has been duly and validly
executed and delivered by ACI (including ACI acting hereunder in its
capacities as the Proxy) and each such Archon Shareholder and constitutes a
valid and binding agreement of ACI (including ACI acting hereunder in its
capacities as the Proxy) and each such Archon Shareholder enforceable
against it in accordance with its terms.
(b) OWNERSHIP OF SHARES. ACI is the beneficial owner holder of the
number and class of shares of Premiere Stock indicated under ACI's name on
Schedule 1(b) hereto (the "ACI EXISTING SHARES," and together with any
shares of Premiere Stock acquired by ACI after the date hereof, the "ACI
SHARES") and, as of the date hereof, the ACI Existing Shares constitute all
the outstanding shares of Premiere Stock owned of record or beneficially by
ACI. Schedule 1(b) lists the record owner of any ACI Existing Shares of
which ACI is not the record owner, the number of such shares and whether a
Consent (as defined in Section 3(a)) can be delivered immediately with
respect to those shares. ACI has with respect to the ACI Existing Shares,
and at all times between the date of this Agreement and the consummation of
the Merger will have with respect to the ACI Shares, good and valid title
to such ACI Shares, free and clear of any liens, charges, encumbrances,
ownership interests or claims of any third parties. Except as disclosed on
Schedule 1(b), there are no options or rights to acquire, or any agreements
to which ACI or any Archon Shareholder is a party relating to, any ACI
Shares, other than this Agreement. With respect to the ACI Existing
Shares, ACI has sole voting power and sole power to issue instructions with
respect to the matters set forth in SECTION 3 hereof, sole power of
disposition, sole power to demand appraisal rights and sole power to engage
in the actions set forth in SECTION 3 hereof, with no restrictions on the
voting rights, rights of disposition or
Page 4
otherwise, except in each of the foregoing cases for such restrictions as
are set forth in the respective agreements referred to herein, all of which
are being waived to the extent set forth elsewhere herein.
(c) AUTHORITY OF THE PROXY. With respect to the Trust Shares and the
Proxy Shares, the Proxy has sole voting power and sole power to issue
instructions with respect to the matters set forth in SECTION 3 hereof,
sole power to demand appraisal rights and sole power to engage in the
actions set forth in SECTION 3 hereof, with no restrictions on such voting
rights, rights of disposition or otherwise, except as expressly stated
herein.
2. REPRESENTATIONS AND WARRANTIES OF THE INSIDERS. Each Insider hereby,
severally only and not for one another or jointly, represents and warrants to
Jacor and Communications as follows:
(a) AUTHORITY; NO VIOLATION. Such Insider has all necessary power
and authority to enter into and perform all of such Insider's obligations
hereunder. The execution, delivery and performance of this Agreement by
such Insider will not violate or conflict with, or constitute a violation
of or default under, any contract, commitment, agreement, arrangement or
restriction of any kind to which such Insider is a party or by which such
Insider is bound, including the Proxy Agreements, any voting agreement,
shareholders' agreement, trust agreement or voting trust. This Agreement
has been duly and validly executed and delivered by such Insider and
constitutes a valid and binding agreement of such Insider enforceable
against such Insider in accordance with its terms.
(b) OWNERSHIP OF SHARES. Such Insider is the beneficial owner holder
of the number and class of outstanding shares of Premiere Stock indicated
under such Insider's name on Schedule 2(b) hereto (the "INSIDER EXISTING
SHARES," and together with any shares of Premiere Stock acquired by such
Insider after the date hereof, the "INSIDER SHARES") and, as of the date
hereof, the Insider Existing Shares constitute all the outstanding shares
of Premiere Stock owned of record or beneficially by the Insider. Schedule
2(b) lists, with respect to each Insider, the record owner of the Insider
Existing Shares owned beneficially but not of record by that Insider, the
number of such shares, and whether a Consent (as defined in Section 3(a))
can be delivered immediately with respect to those shares. Such Insider
has with respect to the Insider Existing Shares, and at all times between
the date of this Agreement and the consummation of the Merger will have
with respect to the Insider Shares, good and valid title to such the
Insider Shares, free and clear of any liens. Except as disclosed on
Schedule 2(b), there are no options or rights to acquire, or any agreements
to which any Insider is a party relating to, any Insider Shares, other than
this Agreement. With respect to the Insider Existing Shares, subject to
applicable community property laws, such Insider has sole voting power and
sole power to issue instructions with respect to the matters set forth in
SECTION 3 hereof, sole power of disposition, sole power to demand appraisal
rights and sole power to engage in the actions set forth in SECTION 3
hereof, with no restrictions on the voting rights, rights of
Page 5
disposition or otherwise, except in each of the foregoing cases for such
restrictions as are set forth in the respective agreements referred to
herein, all of which are being waived to the extent set forth elsewhere
herein.
3. VOTING AGREEMENT, PROXY AND AGREEMENT NOT TO TRANSFER.
Notwithstanding anything to the contrary set forth in any of the
Stockholders Agreement, the Trust Proxy Agreement, the Voting Trust
Agreement and the Voting Agreement (collectively, the "PROXY AGREEMENTS"),
(a) Each Shareholder (except that the obligations in SECTION
3(a)(ii) and 3(a)(iii) are undertaken by the Insiders only) hereby
severally (i) instructs, empowers, authorizes and directs the Trustee to
vote the Trust Shares and to give written consent at all meetings of
shareholders of Premiere and in all proceedings in which the vote or
consent, written or otherwise, of the Shareholders may be required or
authorized by law, to approve, adopt and consent to the Merger Agreement
and the transactions contemplated thereby in the exercise of its duties as
Trustee under the Voting Trust Agreement; (ii) instructs, empowers,
authorizes and directs the Trust Proxy to instruct, empower, authorize and
direct the Trustee to vote the Trust Shares and to give written consent at
all meetings of shareholders of Premiere and in all proceedings in which
the vote or consent, written or otherwise, of the Shareholders may be
required or authorized by law, to approve, adopt and consent to the Merger
Agreement and the transactions contemplated thereby in the exercise of its
duties as Trustee under the Voting Trust Agreement; (iii) instructs,
empowers, authorizes and directs the Voting Proxy to vote the Proxy Shares
and to give written consent at all meetings of stockholders of Premiere and
in all proceedings in which the vote or consent, written or otherwise, of
the Shareholders may be required or authorized by law, to approve, adopt
and consent to the Merger Agreement and the transactions contemplated
thereby in the exercise of its duties as the Voting Proxy under the Voting
Agreement; (iv) approves, adopts and consents to the Merger, the Merger
Agreement, and the transactions contemplated thereby pursuant to Section
228 of the Delaware General Corporation Law and, with respect to the ACI
Existing Shares or Insider Existing Shares owned of record by that
Shareholder or as to which that Shareholder can cause a Consent (as defined
below) to be delivered immediately, further agrees to execute and deliver
(and instructs, empowers, authorizes and directs the Trustee and the Proxy
and, if appropriate, the record owner of such shares, to execute and
deliver), immediately following the execution of the Merger Agreement and
this Agreement, a written consent in the form attached hereto as EXHIBIT A
approving and consenting to the Merger, the Merger Agreement and the
transactions contemplated thereby to the Secretary of Premiere (a
"Consent"); (v) with respect to the ACI Existing Shares or Insider Existing
Shares owned beneficially but not of record by that Shareholder as to which
that Shareholder cannot cause a Consent to be delivered immediately, shall
cause a Consent to be executed and delivered to the Secretary of Premiere
(either by causing record ownership to be transferred to that Shareholder's
name or otherwise) as soon as
Page 6
practicable and in any event within 15 business days of the date of this
Agreement; and (vi) except with the prior written consent of Jacor and
Communications, agrees not to revoke any Consent once delivered and to vote
or cause to be voted all of such Shareholder's ACI Existing Shares or
Insider Existing Shares, as the case may be, beneficially owned or held by
such Shareholder (such shares, together with any shares of Premiere Stock
acquired by such Shareholder after the date hereof, being referred to
herein as the "SHARES") against the following actions (other than the
Merger and the transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transactions, such as a merger, consolidation or
other business combination involving Premiere or its subsidiaries; (B) any
sale, lease or transfer of the assets of Premiere or its subsidiaries; (C)
any change in the board of directors of Premie
re; (D) any material change in the present capitalization of Premiere; (E) any
amendment of Premiere's Certificate of Incorporation or Bylaws; (F) any other
action which is intended, or could reasonably be expected to, impede, interfere
with, delay, postpone, discourage or adversely affect the contemplated economic
benefits to Jacor and Communications of the Merger or the transactions
contemplated by the Merger Agreement. Each Shareholder agrees that he or it
shall not enter into any agreement or understanding with any person or entity
that would be effective prior to the Termination Date (as defined in SECTION 6)
to vote or give instructions after the Termination Date in any manner
inconsistent with this SECTION 3(a).
(b) Each Shareholder hereby severally grants to Jacor and
Communications, and appoints (and instructs, empowers, authorizes and
directs the Trustee and the Proxy to appoint) Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx
and Xxxxxxxxxxx Xxxxx of Jacor, in their respective capacities as officers
of Jacor, and any individual who shall succeed to any such office of Jacor,
and any other designee of Jacor, and each of them, as such Shareholder's
irrevocable proxy and attorney-in-fact (with full power of substitution and
resubstitution) to vote the Shares with respect to the Merger, the Merger
Agreement and the transactions contemplated thereby, in the event that
Jacor determines that any further shareholder vote or consent is required
or advisable in order to consummate the Merger and the transactions
contemplated thereby. Such Shareholder intends this proxy to be
irrevocable and coupled with an interest, and will take such further action
and execute such other instruments as may be necessary to effectuate the
intent of this proxy and hereby revokes any proxy previously granted by
such Shareholder with respect to the Shares.
(c) Each Shareholder hereby severally agrees not to sell, transfer,
assign, grant an option or other rights to acquire, or otherwise dispose of
any of his or her Shares without the prior written consent of Jacor and
Communications. Any permitted transferee of Shares must become a party to
this Agreement and any purported transfer of Shares to a person or entity
that has not become a party hereto shall be null and void.
4. COOPERATION. Until the earlier of the Termination Date or the Merger:
Each Shareholder severally agrees that it will not, and will use such
Shareholder's best efforts as a shareholder to cause Premiere not to, (i)
directly or indirectly solicit any inquiries or proposals from any person
relating to any proposal or transaction for the disposition of the business or
assets of Premiere or any of its subsidiaries, or the acquisition of or tender
or exchange offer for voting securities of Premiere or any subsidiary of
Premiere or any business combination between Premiere or any subsidiary of
Premiere and any person other than Jacor, Communications or Acquisition Corp.
(collectively, a "COMPETING TRANSACTION"), or (ii) furnish to any other person
any nonpublic information or access to such information with respect to or
otherwise concerning a Competing Transaction. Each Shareholder agrees to
immediately cease and cause to be terminated any existing discussions or
negotiations with any third parties conducted heretofore with respect to any
Competing Transaction. Each Shareholder will promptly disclose to Jacor and
Page 7
Communications the identity of any person who attempts to initiate discussions
contemplating a Competing Transaction and a description of the terms of the
proposed Competing Transaction.
5. INSIDER CAPACITY. Each Insider is entering into this Agreement in his
or her capacity as the record or beneficial owner of such Insider's Shares, and
not in his or her capacity as a director or officer of Premiere, except as
expressly stated herein. To the extent that the Shares constitute community
property, all references herein to "Insider" shall also include such Insider's
spouse.
6. TERMINATION. The obligations of the parties hereunder shall terminate
upon the termination of the Merger Agreement pursuant to Section 8.1 thereof.
The date on which such termination occurs is referred to herein as the
"TERMINATION DATE".
7. PROXY AGREEMENTS. Notwithstanding anything to the contrary in the
Proxy Agreements, each Shareholder hereby severally acknowledges, agrees and
consents to the termination of all of the Proxy Agreements on and as of the
Closing (as defined in the Merger Agreement) and further agrees to execute and
deliver any such further document or agreement as Jacor and Communications shall
reasonably consider to be desirable to evidence such termination.
8. SPECIFIC PERFORMANCE. Each Shareholder acknowledges that damages
would be an inadequate remedy to Jacor and Communications for an actual or
prospective breach of this Agreement and that the obligations of each of the
Shareholders hereto shall be specifically enforceable.
9. MISCELLANEOUS.
(a) DEFINITIONAL MATTERS.
(i) Unless the context otherwise requires, "person" shall
mean a corporation, association, partnership, joint venture,
organization, business, individual, trust, estate or any other entity
or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended).
(ii) All capitalized terms used but not defined in this
Agreement shall have the respective meanings that the Merger Agreement
ascribes to such terms.
(iii) The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(b) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof 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.
Page 8
(c) PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and their respective
successors, assigns, heirs, executors, administrators and other legal
representatives. Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights or remedies of any
nature whatsoever under or by reason of this Agreement.
(d) ASSIGNMENT. This Agreement shall not be assigned without the
prior written consent of the other party hereto, except that Jacor and
Communications may assign, in their sole discretion, all or any of their
rights, interests and obligations hereunder to any direct or indirect
wholly-owned subsidiary of Jacor.
(e) MODIFICATIONS. This Agreement shall not be amended, altered or
modified in any manner whatsoever, except by a written instrument executed
by the parties hereto.
(f) 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).
(g) VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect.
(h) 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 shall constitute one and the same agreement.
(i) NOTICES. Any notices or other communications required or
permitted hereunder shall be in writing and shall be deemed duly given upon
(i) transmitter's confirmation of a receipt of a facsimile transmission,
(ii) confirmed delivery by a standard overnight carrier or (iii) 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 as the parties hereto shall specify by like notice):
If to Jacor or Communications:
Jacor Communications, Inc.
00 Xxxx XxxxxXxxxxx Xxxxxxxxx
Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx
With courtesy copies to:
Page 9
Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to any of the Shareholders, to the respective addresses noted on the
signature page hereto.
10. FURTHER ASSURANCES. Each Shareholder shall execute and deliver all
such further documents and instruments, including additional consents and
proxies with respect to such Shareholder's Shares, and take all such further
actions as may be necessary or appropriate in the reasonable judgment of Jacor
and Communications in order to evidence the agreements of, and grant of proxies
by such Shareholder set forth herein and consummate the transactions
contemplated hereby.
11. CONSENT. The Shareholders hereby consent to the execution and
delivery by Archon Communications Inc. of the Stock Purchase Agreement referred
to in the Merger Agreement and providing for the purchase of the outstanding
stock of Archon by Jacor.
12. CONSENT TO JURISDICTION. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of Delaware and of the United States of America
located in the State of Delaware (the "DELAWARE COURTS") for any litigation
arising out of or relating to this Agreement and the transactions contemplated
hereby (and agrees not to commence any litigation relating thereto except in
such Delaware Courts), waives any objection to the laying of venue of any such
litigation in the Delaware Courts and agrees not to plead or claim in any
Delaware Court that such litigation brought therein has been brought in an
inconvenient forum.
13. EMPLOYMENT AND OPTION AGREEMENTS. Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and
Xxxxx Xxxxxxx agree (i) to execute Employee Option Agreements (as defined in the
Merger Agreement) immediately after the execution of this Agreement, and (ii) to
use their reasonable best efforts to comply with and keep in full force and
effect their respective Employment Agreement (as defined in the Merger
Agreement).
14. INDEMNITY. (a) So long as this Agreement has not been terminated,
Jacor shall, or after the Effective Time, shall cause Premiere to, indemnify and
hold harmless the Shareholders and the present or former employees, agents,
officers or directors of the Shareholders (the "Shareholder Indemnified
Parties") from any and all damages, losses, interest, liabilities, costs and
expenses (including attorneys' fees and expenses), net of any amounts recovered
from applicable insurance, incurred or suffered by the Shareholder Indemnified
Parties solely in their capacity as shareholders (or representative of
shareholders) of Premiere as a result of a third party claim asserting that the
agreements of the Shareholders in Section 3(a) of this Agreement are
Page 10
unlawful provided, that the parties shall use their reasonable best efforts
through subrogation or other methods to preserve the ability of any party or
Premiere to recover under applicable insurance policies. The parties
acknowledge that the obligations pursuant to this Section 14 shall continue
after the Effective Time.
(b) If any lawsuit, enforcement action, or other claim is filed or made
against the Shareholder Indemnified Parties (a "Third-Party Claim") and is
covered by the indemnity set forth in (a) above, written notice thereof (the
"Third-Party Claim Notice") shall be given to Jacor as promptly as practicable
(and in any event within ten (10) calendar days after the receipt of such
Third-Party Claim; provided that failure to give such notice shall not affect
the indemnity provided herein unless Jacor can demonstrates it was materially
prejudiced as a consequence of such failure). After the receipt of such
Third-Party Claim Notice, Jacor shall be entitled, upon written notice to the
Shareholder Indemnified Parties, if Jacor so elects and at Jacor's sole cost,
risk, and expense: (i) to take control of the defense and investigation of such
Third-Party Claim, (ii) to employ and engage attorneys of its own choice,
subject to the reasonable approval of the Shareholder Indemnified Parties to
handle and defend the same, and (iii) to compromise or settle such Third-Party
Claim, which compromise or settlement shall be made only with the written
consent of the Shareholder Indemnified Parties, such consent not to be
unreasonably withheld. If Jacor does elect to take control of the defense of a
Third-Party Claim, the Shareholder Indemnified Parties shall fully cooperate in
the defense of such Third-Party Claim. If the Shareholder Indemnified Parties
do not elect to take control of the defense of a Third-Party Claim, Jacor may
not compromise or settle such Third-Party Claim without the consent of the
Shareholder Indemnified Parties, such consent not to be unreasonably withheld.
Page 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
JACOR COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Title: Senior Vice President
------------------------
JACOR COMMUNICATIONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Title: Senior Vice President
------------------------
Page 12
ARCHON COMMUNICATIONS INC.
both in its individual capacity and as the Proxy
By: /s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
Title: President
------------------------
Address for Notices:
c/o Xxxxxxx X. Xxxxxxx
Maron & Sandler
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Page 13
ARCHON COMMUNICATIONS PARTNERS
LLC
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
Title: Manager
------------------------
Address for Notices:
c/o Xxxxxxx X. Xxxxxxx
Maron & Sandler
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
NEWS AMERICA HOLDINGS, INC.
By: /s/ Xxxxx Xxxxx
---------------------------
Xxxxx Xxxxx
Title: Executive Vice President
--------------------------
Address for Notices:
00000 Xxxx Xxxx Xxxxxxxxx
Building 88, Room 142
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Page 14
INSIDERS:
/s/ Xxxxxx Xxxxxx
------------------------------
XXXXXX XXXXXX
Address for Notices:
00000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Spouse: /s/ Xxxxxxxxx Xxxxxx
----------------------
Typed Name: Xxxxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------
XXXXXX XXXXXXXX
Address for Notices:
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
/s/ Xxxxxxx Xxxxx
------------------------------
XXXXXXX XXXXX
Address for Notices:
00000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
Spouse:/s/ Xxxxxx Xxxxx
---------------------
Typed Name: Xxxxxx Xxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------------
XXXXX X. XXXXXXX
Address for Notices:
0000 Xxxx Xxxx Xxxx
Page 00
Xxxx Xxxx Xxxxxxx, XX 00000
Spouse:/s/ Xxxx Xxxxxxx
--------------------
Typed Name: Xxxx Xxxxxxx
Page 16
PREMIERE CONSENT
----------------
Notwithstanding the Stockholders Agreement, Premiere Radio Networks, Inc.
("PREMIERE") hereby consents and agrees to the execution and delivery of the
attached Shareholders' Agreement by each of the above Shareholders of Premiere
and agrees to be bound by the terms thereof.
PREMIERE RADIO NETWORKS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------------
Title: Vice President/Finance
and Chief Financial Officer
------------------------------
Page 17
TRUSTEE ACKNOWLEDGEMENT
-----------------------
U.S. Trust Company of California, N.A., not in its individual capacity
but solely as trustee ("TRUSTEE") under that certain Voting Trust Agreement,
dated as of July 28, 1995, by and among Trustee and certain stockholders of
Premiere Radio Networks, Inc., a Delaware corporation, hereby acknowledges
receipt of a copy of the attached Shareholders' Agreement and agrees to vote
on all matters as instructed in such Agreement and to sign the form of
consent attached hereto as Appendix 1 as instructed by such Shareholders'
Agreement in the exercise of its duties as Trustee under the Voting Trust
Agreement.
U.S. TRUST COMPANY OF
CALIFORNIA, N.A.,
not in its individual capacity but
solely as Trustee
By: /s/ X. Xxxxx
---------------------------
Name: X. Xxxxx
-------------------------
Title: Assistant Vice President
------------------------
Page 18
EXHIBIT A
WRITTEN CONSENT
OF
SHAREHOLDERS
OF
PREMIERE RADIO NETWORKS, INC.
The undersigned shareholders of Premiere Radio Networks, Inc., a Delaware
corporation ("PREMIERE"), without the formality of a meeting, do hereby approve,
adopt and consent to, pursuant to Section 228 of the Delaware General
Corporation Law, that certain Agreement and Plan of Merger (the "MERGER
AGREEMENT"), dated as of April 7, 1997, between Jacor Communications, Inc. a
Delaware corporation ("JACOR"), its wholly-owned subsidiary Jacor Communications
Company, a Florida corporation ("COMMUNICATIONS"), and PRN Holding Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Communications
("PRN"), on the one hand, and Premiere, on the other, whereby PRN will merge
with and into Premiere, with the stockholders of Premiere to receive a
combination of shares of Common Stock of Jacor and cash in exchange for their
shares of Common Stock and/or Class A Common Stock of Premiere as provided in
the Merger Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Written Consent as
of the dates indicated below.
/s/ Xxxxx Xxxxxxx
---------------------
Xxxxx Xxxxxxx
Dated: April 7, 1997
--------------
NUMBER OF SHARES
Common Stock: 107,660
Class A Common Stock: 53,830
Address for Notices: 0000 Xxxx Xxxx Xxxx
Xxxx Xxxx Xxxxxxx, XX 00000
Spouse: /s/ Xxxx Xxxxxxx
----------------------
Typed Name: Xxxx Xxxxxxx
------------------
Page 19
APPENDIX 1
WRITTEN CONSENT
OF
TRUSTEE
U.S. Trust Company of California, N.A., not in its individual capacity but
solely as trustee ("TRUSTEE"), under that certain Voting Trust Agreement (the
"Agreement"), dated as of July 28, 1995, by and among Trustee and certain
stockholders of Premiere Radio Networks, Inc., a Delaware corporation
("PREMIERE"), without the formality of a meeting, does, with respect to all
shares of Common Stock or Class A Common Stock subject to the Agreement, hereby
approve, adopt and consent to, pursuant to Section 228 of the Delaware General
Corporation Law, that certain Agreement and Plan of Merger (the "MERGER
AGREEMENT"), dated as of April 7, 1997, between Jacor Communications, Inc. a
Delaware corporation ("JACOR"), its wholly-owned subsidiary Jacor Communications
Company, a Florida corporation ("COMMUNICATIONS"), and PRN Holding Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Communications
("PRN"), on the one hand, and Premiere, on the other, whereby PRN will merge
with and into Premiere, with the stockholders of Premiere to receive a
combination of shares of Common Stock of Jacor and cash in exchange for their
shares of Common Stock and/or Class A Common Stock of Premiere as provided in
the Merger Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of
the date indicated below.
U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
not in its individual capacity
but solely as Trustee
By: /s/ X. XXXXX
------------------------------
Name: X. XXXXX
----------------------------
Title: Assistant Vice President
---------------------------
Dated: April 7, 1997
-------------
