EXHIBIT 4.3
WAIVER AND SECOND AGREEMENTS
CONCERNING BUY-SELL AGREEMENT
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 after the
execution of that certain Agreement Concerning Buy-Sell Agreement executed
August 3, 1998 (the "First Amendment"); and
WHEREAS, X.X. XxXxxxx ("XxXxxxx") proposes to pledge certain shares of
the Stock owned by him to Chase Bank of Texas, National Association ("Chase") to
secure credit being extended to him by Chase;
NOW, THEREFORE, for mutual consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, the undersigned agree as follows:
1. Terms defined in the Agreement shall have the same meaning in this
agreement.
2. The Company and each Shareholder agrees that XxXxxxx may pledge and
grant to Chase a security interest in any or all of the shares of Stock owned by
him (the "Pledged Stock") and that the Pledged Stock shall be free of the terms
of the Agreement, as amended, including without limitation, any requirement of a
legend on the certificate evidencing the Pledged Stock and of any obligation to
offer the Pledged Stock to another party to the Agreement.
3. Chase and any assignee or successor shall be free to exercise any
rights it may have pursuant to any pledge or security agreement relating to the
Pledged Stock.
4. The undersigned execute this Second Amendment with the stated
purpose that Chase may rely hereon and hereby represent to Chase that the only
agreements between or among them relating to the Stock are the Agreement, the
First Amendment and this Waiver and Second Agreement Concerning Buy-Sell
Agreement ("Second Amendment"), and the First Amendment and the Second Amendment
are the only amendments to the Agreement.
5. The Agreement, the First Amendment, the Second 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 17 day of August, 1998.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ X. XXXXX XXXX
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Name: X. Xxxxx Xxxx
Title: Chief Executive Officer
/s/ X. XXXXX XXXX
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X. Xxxxx Xxxx
/s/ X.X. XXXXXXX
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X.X. XxXxxxx
