EXHIBIT 10.17 - TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement") is entered into as of March
10th, 2004, by and among Clear Channel Communications, Inc., a Texas corporation
("Parent"), X. Xxxxx Xxxx and 4-M Partners, Ltd., a Texas limited partnership
(the "Existing Shareholders"), and the other parties listed on the signature
page hereof (the "New Shareholders"), parties to that certain Shareholders
Agreement (the "Shareholders Agreement") dated October 2, 1999.
WHEREAS, pursuant to Section 6.1(iii) of the Shareholders Agreement,
Parent, the Existing Holders and the New Shareholders may terminate the
Shareholders Agreement by mutual consent;
WHEREAS, subsequent to entering into the Shareholders Agreement, each of
HM2/HMW, L.P., HM2/Chancellor, L.P., Capstar Broadcasting Partners, L.P. and
Capstar BT Partners, L.P., each a New Shareholder, and 4-M Partners, Ltd.
distributed its assets to its partners and was dissolved, and such New
Shareholders and 4-M Partners, Ltd. are no longer parties to the Shareholders
Agreement; and
WHEREAS, each of Parent, the Existing Shareholders and the New
Shareholders desire to terminate the Shareholders Agreement as of the date
hereof.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Termination of Shareholders Agreement. The Shareholders Agreement is
hereby terminated and is of no further force and effect, and no party thereto
shall have any surviving obligations, rights, or duties thereunder.
2. Amendments. No amendment, change, modification, or termination of this
Agreement or any part hereof shall be effective or binding unless made in
writing and signed by each party hereto.
3. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
4. Captions. The captions to sections of this Agreement are solely for the
convenience of the parties hereto and shall not affect the construction or
interpretation of any provision of this Agreement.
5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
and all of which when taken together shall constitute one and the same
instrument as if the parties hereto had executed the same instrument.
6. Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto in respect of the subject matter hereof and supersedes any
and all prior agreements, understandings, and representations, whether written
or oral, relating to the subject matter hereof.
7. Governing Law. This agreement and the rights and obligations hereunder
shall be governed in all respects, including as to validity, interpretation, and
effect, by the laws of the state of Texas, without giving effect to the
principles thereof relating to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President and Chief Financial
Officer
EXISTING SHAREHOLDERS:
/s/ X. XXXXX XXXX
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X. Xxxxx Xxxx
NEW SHAREHOLDERS:
HICKS, MUSE, XXXX & XXXXX EQUITY FUND II, L.P.
By: HM2/GP Partners, L.P., its general partner
By: Xxxxx, Muse GP Partners, L.P., its general partner
By: Xxxxx, Muse Fund II Incorporated, its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HM4/CHANCELLOR, L.P.
By: Xxxxx, Muse Fund IV LLC, its general partner
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
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HICKS, MUSE, XXXX & XXXXX EQUITY FUND III, L.P.
By: HM3/GP Partners, L.P., its general partner
By: Xxxxx, Muse GP Partners III, L.P., its general
partner
By: Xxxxx, Muse Fund III Incorporated, its general
partner
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HM3 COINVESTORS, L.P.
By: Xxxxx, Muse GP Partners III, L.P., its general partner
By: Xxxxx, Muse Fund III Incorporated, its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HICKS, MUSE, XXXX & XXXXX EQUITY FUND IV, L.P.
By: HM4 Partners, L.P., its general partner
By: Xxxxx, Muse GP Partners LA, L.P., its general partner
By: Xxxxx, Muse Latin America Fund I Incorporated, its
general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
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HICKS, MUSE, XXXX & XXXXX PRIVATE EQUITY FUND IV, L.P.
By: HM4 Partners, L.P., its general partner
By: Xxxxx, Muse GP Partners LA, L.P., its general partner
By: Xxxxx, Muse Latin America Fund I Incorporated, its
general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HM 1-FOF COINVESTORS, L.P.
By: Xxxxx, Xxxx XX Partners LA, L.P., its general partner
By: Xxxxx, Muse Latin America Fund I Incorporated, its
general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HM4-EQ COINVESTORS, L.P.
By: Xxxxx, Xxxx XX Partners IV, L.P., its general partner
By: Xxxxx, Muse Fund IV LLC, its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Xxxxxxxxx
0
XX0-XX XXXXXXXXXXX, X.X.
By: Xxxxx, Xxxx XX Partners IV, L.P., its general partner
By: Xxxxx, Muse Fund IV LLC, its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
HM4-P COINVESTORS, L.P.
By: Xxxxx, Xxxx XX Partners IV, L.P., its general partner
By: Xxxxx, Muse Fund IV LLC, its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
CAPSTAR BOSTON PARTNERS, L.L.C.
By: HM3/GP Partners, L.P., its managing member
By: Xxxxx, Xxxx XX Partners III, L.P., its general
partner
By: Xxxxx, Muse Fund III Incorporated, its general
partner
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasurer and Secretary
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
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