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EXHIBIT 10.8
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into effective as of this 1st day of July, 1997, by and between Capstar
Broadcasting Corporation, a Delaware corporation (including any successors
thereto, the "Company"), and [See Schedule I attached hereto] ("Indemnitee").
RECITALS:
A. Competent and experienced persons are reluctant to serve or to
continue to serve corporations as directors, officers, or in other capacities
unless they are provided with adequate protection through insurance or
indemnification (or both) against claims and actions against them arising out
of their service to and activities on behalf of those corporations.
B. The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons.
C. The Board of Directors of the Company (the "Board") has determined
that the continuation of present trends in litigation will make it more
difficult to attract and retain competent and experienced persons, that this
situation is detrimental to the best interests of the Company's stockholders,
and that the Company should act to assure its directors and officers that there
will be increased certainty of adequate protection in the future.
D. It is reasonable, prudent, and necessary for the Company to obligate
itself contractually to indemnify its directors and officers to the fullest
extent permitted by applicable law in order to induce them to serve or continue
to serve the Company.
E. Indemnitee is willing to serve and continue to serve the Company on
the condition that he be indemnified to the fullest extent permitted by law.
F. Concurrently with the execution of this Agreement, Indemnitee is
agreeing to serve or to continue to serve as a director or officer of the
Company.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises,
Indemnitee's agreement to serve or continue to serve as a director or officer
of the Company, and the covenants contained in this Agreement, the Company and
Indemnitee hereby covenant and agree as follows:
(a) Certain Definitions. For purposes of this Agreement:
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(b) Affiliate: shall mean any Person that directly, or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with the Person specified.
(c) Change of Control: shall mean the occurrence of any
of the following events:
(i) The acquisition after the date of this
Agreement by any individual, entity, or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the
then outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (y) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that for purposes of this paragraph (i), the following acquisitions shall not
constitute a Change of Control: any acquisition directly from the Company or
any Subsidiary thereof; any acquisition by the Company or any Subsidiary
thereof; any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary of the Company; any
acquisition by any one or more members of the HMC Group; or any acquisition by
any entity or its security holders pursuant to a transaction which complies
with clauses (A), (B), and (C) of paragraph (iii) below;
(ii) Individuals who, as of the date of this
Agreement, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date of this Agreement (x) who
is a member of the HMC Group or (y) whose election or appointment by the Board
or nomination for election by the Company's stockholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board, shall in either case be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company or an acquisition of assets of another corporation (a
"Business Combination"), in each case, other than to or with one or more
members of the HMC Group or unless, following such Business Combination, (A)
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
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(B) no Person (excluding any employee benefit plan (or related trust) of the
Company or the corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
of the Company existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company.
(d) Claim: shall mean any threatened, pending, or
completed action, suit, or proceeding (including, without limitation,
securities laws actions, suits, and proceedings and also any cross claim or
counterclaim in any action, suit, or proceeding), whether civil, criminal,
arbitral, administrative, or investigative in nature, or any inquiry or
investigation (including discovery), whether conducted by the Company or any
other Person, that Indemnitee in good faith believes might lead to the
institution of any action, suit, or proceeding.
(e) Expenses: shall mean all costs, expenses (including
attorneys' and expert witnesses' fees), and obligations paid or incurred in
connection with investigating, defending (including affirmative defenses and
counterclaims), being a witness in, or participating in (including on appeal),
or preparing to defend, be a witness in, or participate in, any Claim relating
to any Indemnifiable Event.
(f) HMC Group: shall mean Hicks, Muse, Xxxx & Xxxxx
Incorporated, its Affiliates and their respective employees, officers, and
directors (and members of their respective families and trusts for the primary
benefit of such family members).
(g) Indemnifiable Event: shall mean any actual or
alleged act, omission, statement, misstatement, event, or occurrence related to
the fact that Indemnitee is or was a director, officer, agent, or fiduciary of
the Company, or is or was serving at the request of the Company as a director,
officer, trustee, agent, or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust, or other enterprise, or by reason
of any actual or alleged thing done or not done by Indemnitee in any such
capacity. For purposes of this Agreement, the Company agrees that Indemnitee's
service on behalf of or with respect to any Subsidiary or employee benefits
plan of the Company or any Subsidiary of the Company shall be deemed to be at
the request of the Company.
(h) Indemnifiable Liabilities: shall mean all Expenses
and all other liabilities, damages (including, without limitation, punitive,
exemplary, and the multiplied portion of any damages), judgments, payments,
fines, penalties, amounts paid in settlement, and awards paid or incurred that
arise out of, or in any way relate to, any Indemnifiable Event.
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(i) Potential Change of Control: shall be deemed to have
occurred if the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change of Control, any Person (including
the Company) publicly announces an intention to take or to consider taking
actions that, if consummated, would constitute a Change of Control, or (iii)
the Board adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change of Control has occurred.
(j) Reviewing Party: shall mean a member or members of
the Board who are not parties to the particular Claim for which Indemnitee is
seeking indemnification or if a Change of Control has occurred or if there is
a Potential Change of Control and Indemnitee so requests, or if the members of
the Board so elect, or if all of the members of the Board are parties to such
Claim, Special Counsel.
(k) Special Counsel: shall mean special, independent
legal counsel selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld), and who has not otherwise
performed material services for the Company or for Indemnitee within the last
three years (other than as Special Counsel under this Agreement or similar
agreements).
(l) Subsidiary: shall mean, with respect to any Person,
any corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly,
by that Person.
1. Indemnification and Expense Advancement.
(a) The Company shall indemnify Indemnitee and hold
Indemnitee harmless to the fullest extent permitted by law, as soon as
practicable but in any event no later than 30 days after written demand is
presented to the Company, from and against any and all Indemnifiable
Liabilities. Notwithstanding the foregoing, the obligations of the Company
under Section 2(a) shall be subject to the condition that the Reviewing Party
shall not have determined (in a written opinion, in any case in which Special
Counsel is involved) that Indemnitee is not permitted to be indemnified under
applicable law. Nothing contained in this Agreement shall require any
determination under this Section 2(a) to be made by the Reviewing Party prior
to the disposition or conclusion of the Claim against the Indemnitee.
(b) If so requested by Indemnitee, the Company shall
advance to Indemnitee all reasonable Expenses incurred by Indemnitee to the
fullest extent permitted by law (or, if applicable, reimburse Indemnitee for
any and all reasonable Expenses incurred by Indemnitee and previously paid by
Indemnitee) within ten business days after such request (an "Expense Advance")
and delivery by Indemnitee of an undertaking to repay Expense Advances if and
to the extent such undertaking is required by applicable law prior to the
Company's payment of Expense Advances. The Company shall be obligated from time
to time at the request of Indemnitee to make or pay an Expense Advance in
advance of the final disposition or conclusion of any Claim. In connection with
any request for an Expense Advance, if requested by the Company, Indemnitee or
Indemnitee's counsel shall submit an affidavit stating that the Expenses to
which the Expense Advances relate are reasonable. Any dispute as to the
reasonableness of any Expense shall not delay an Expense Advance by the
Company. If, when, and to the extent that the Reviewing Party determines that
Indemnitee
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would not be permitted to be indemnified with respect to a Claim under
applicable law or the amount of the Expense Advance was not reasonable, the
Company shall be entitled to be reimbursed by Indemnitee and Indemnitee hereby
agrees to reimburse the Company without interest (which agreement shall be an
unsecured obligation of Indemnitee) for (x) all related Expense Advances
theretofore made or paid by the Company in the event that it is determined that
indemnification would not be permitted or (y) the excessive portion of any
Expense Advances in the event that it is determined that such Expenses Advances
were unreasonable, in either case, if and to the extent such reimbursement is
required by applicable law; provided, however, that if Indemnitee has commenced
legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee could be indemnified under applicable law, or
that the Expense Advances were reasonable, any determination made by the
Reviewing Party that Indemnitee would not be permitted to be indemnified under
applicable law or that the Expense Advances were unreasonable shall not be
binding, and the Company shall be obligated to continue to make Expense
Advances, until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed), which
determination shall be conclusive and binding. If there has been a Potential
Change of Control or a Change of Control, the Reviewing Party shall be advised
by or shall be Special Counsel, if Indemnitee so requests. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively is not permitted to be indemnified in whole or part
under applicable law or that any Expense Advances were unreasonable, Indemnitee
shall have the right to commence litigation in any court in the states of Texas
or Delaware having subject matter jurisdiction thereof and in which venue is
proper seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, and the Company
hereby consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee.
(c) Nothing in this Agreement, however, shall require the
Company to indemnify Indemnitee with respect to any Claim initiated by
Indemnitee, other than a Claim solely seeking enforcement of the Company's
indemnification obligations to Indemnitee or a Claim authorized by the Board.
2. Change of Control. The Company agrees that, if there is a
Potential Change in Control or a Change of Control and if Indemnitee requests
in writing that Special Counsel be the Reviewing Party, then Special Counsel
shall be the Reviewing Party. In such a case, the Company agrees not to
request or seek reimbursement from Indemnitee of any indemnification payment or
Expense Advances unless Special Counsel has rendered its written opinion to the
Company and Indemnitee (i) that the Company was not or is not permitted under
applicable law to pay Indemnitee and to allow Indemnitee to retain such
indemnification payment or Expense Advances or (ii) that such Expense Advances
were unreasonable. However, if Indemnitee has commenced legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee could
be indemnified under applicable law or that the Expense Advances were
reasonable, any determination made by Special Counsel that Indemnitee would not
be permitted to be indemnified under applicable law or that the Expense
Advances were unreasonable shall not be binding, and Indemnitee shall not be
required to reimburse the Company for any Expense Advance, and the Company
shall be obligated to continue to make Expense Advances, until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefore have been exhausted or lapsed), which
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determination shall be conclusive and binding. The Company agrees to pay the
reasonable fees of Special Counsel and to indemnify Special Counsel against any
and all expenses (including attorneys' fees), claims, liabilities, and damages
arising out of or relating to this Agreement or Special Counsel's engagement
pursuant hereto.
3. Establishment of Trust. In the event of a Potential Change of
Control or a Change of Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from
time to time upon written request of Indemnitee shall fund the Trust in an
amount equal to all Indemnifiable Liabilities reasonably anticipated at the
time to be incurred in connection with any Claim. The amount to be deposited in
the Trust pursuant to the foregoing funding obligation shall be determined by
the Reviewing Party. The terms of the Trust shall provide that, upon a Change
of Control, the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee, the trustee of the Trust shall
advance, within ten business days of a request by Indemnitee, any and all
reasonable Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse
the Trust under the circumstances in which Indemnitee would be required to
reimburse the Company for Expense Advances under this Agreement), any required
determination concerning the reasonableness of the Expenses to be made by the
Reviewing Party, the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, the trustee of the
Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall
be entitled to indemnification pursuant to this Agreement, and all unexpended
funds in the Trust shall revert to the Company upon a final determination by
the Reviewing Party or a court of competent jurisdiction, as the case may be,
that Indemnitee has been fully indemnified under the terms of this Agreement.
The trustee of the Trust shall be chosen by Indemnitee, and shall be an
institution that is not affiliated with Indemnitee. Nothing in this Section 4
shall relieve the Company of any of its obligations under this Agreement.
4. Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all costs and expenses (including
attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall
(within two business days of that request) advance those costs and expenses to
Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal
proceedings or through demand and negotiation without formal proceedings:
seeks to enforce Indemnitee's rights under this Agreement; seeks to enforce
Indemnitee's rights to expense advancement or indemnification under any other
agreement or provision of the Company's Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), or Bylaws (the "Bylaws") now or
hereafter in effect relating to Claims for Indemnifiable Events; or seeks
recovery under any directors' and officers' liability insurance policies
maintained by the Company, in each case regardless of whether Indemnitee
ultimately prevails; provided that a court of competent jurisdiction has not
found Indemnitee's claim for indemnification or expense advancements under the
foregoing clause (a), (b) or (c) to be frivolous, presented for an improper
purpose, without evidentiary support, or otherwise sanctionable under Federal
Rule of Civil Procedure No. 11 or an analogous rule or law, and provided
further, that if a court makes such a finding, Indemnitee shall reimburse the
Company for all amounts previously advanced to Indemnitee pursuant to this
Section 5. Subject to the provisos contained in the preceding sentence, to the
fullest extent permitted by law, the Company waives any and all rights that it
may have to recover its costs and expenses from Indemnitee.
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5. Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some, but not
all, of Indemnitee's Indemnifiable Liabilities, the Company shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
6. Contribution.
(a) Contribution Payment. To the extent the
indemnification provided for under any provision of this Agreement is
determined (in the manner hereinabove provided) not to be permitted under
applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the
extent permitted by law, contribute to the amount of any and all Indemnifiable
Liabilities incurred or paid by Indemnitee for which such indemnification is
not permitted. The amount the Company contributes shall be in such proportion
as is appropriate to reflect the relative fault of Indemnitee, on the one hand,
and of the Company and any and all other parties (including officers and
directors of the Company other than Indemnitee) who may be at fault
(collectively, including the Company, the "Third Parties"), on the other hand.
(b) Relative Fault. The relative fault of the Third
Parties and the Indemnitee shall be determined by reference to the relative
fault of Indemnitee as determined by the court or other governmental agency or
to the extent such court or other governmental agency does not apportion
relative fault, by the Reviewing Party (which shall include Special Counsel)
after giving effect to, among other things, the relative intent, knowledge,
access to information, and opportunity to prevent or correct the relevant
events, of each party, and other relevant equitable considerations. The
Company and Indemnitee agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any other method of
allocation that does take account of the equitable considerations referred to
in this Section 7(b).
7. Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, to the extent permitted by law the
burden of proof shall be on the Company to establish that Indemnitee is not so
entitled.
8. No Presumption. For purposes of this Agreement, the
termination of any Claim by judgment, order, settlement (whether with or
without court approval), or conviction, or upon a plea of nolo contendere, or
its equivalent, or an entry of an order of probation prior to judgment shall
not create a presumption (other than any presumption arising as a matter of law
that the parties may not contractually agree to disregard) that Indemnitee did
not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable
law.
9. Non-exclusivity. The rights of Indemnitee hereunder shall be
in addition to any other rights Indemnitee may have under the Bylaws or
Certificate of Incorporation or the Delaware General Corporation Law or
otherwise. To the extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Bylaws or Certificate of
Incorporation and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
that change. Indemnitee's rights under this Agreement shall not
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be diminished by any amendment to the Certificate of Incorporation or Bylaws,
or of any other agreement or instrument to which Indemnitee is not a party, and
shall not diminish any other rights that Indemnitee now or in the future has
against the Company.
10. Liability Insurance. Except as otherwise agreed to by the
Company and Indemnitee in a written agreement, to the extent the Company
maintains an insurance policy or policies providing directors' and officers'
liability insurance, Indemnitee shall be covered by that policy or those
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company director or officer.
11. Period of Limitations. No action, lawsuit, or proceeding may
be brought against Indemnitee or Indemnitee's spouse, heirs, executors, or
personal or legal representatives, nor may any cause of action be asserted in
any such action, lawsuit, or proceeding, by or on behalf of the Company, after
the expiration of two years after the statute of limitations commences with
respect to Indemnitee's act or omission that gave rise to the action, lawsuit,
proceeding, or cause of action; provided, however, that, if any shorter period
of limitations is otherwise applicable to any such action, lawsuit, proceeding,
or cause of action, the shorter period shall govern.
12. Amendments. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any provision of this Agreement shall be effective unless
in a writing signed by the party granting the waiver. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall that waiver
constitute a continuing waiver.
13. Other Sources. Indemnitee shall not be required to exercise
any rights that Indemnitee may have against any other Person (for example,
under an insurance policy) before Indemnitee enforces his rights under this
Agreement. However, to the extent the Company actually indemnifies Indemnitee
or advances him Expenses, the Company shall be subrogated to the rights of
Indemnitee and shall be entitled to enforce any such rights which Indemnitee
may have against third parties. Indemnitee shall assist the Company in
enforcing those rights if it pays his costs and expenses of doing so. If
Indemnitee is actually indemnified or advanced Expenses by any third party,
then, for so long as Indemnitee is not required to disgorge the amounts so
received, to that extent the Company shall be relieved of its obligation to
indemnify Indemnitee or advance Indemnitee Expenses.
14. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns (including any direct or indirect successor by
merger or consolidation), spouses, heirs, and personal and legal
representatives. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an officer or director of the Company or
another enterprise at the Company's request.
15. Severability. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, that provision shall be fully severable; this Agreement
shall be construed and enforced as if that illegal, invalid, or unenforceable
provision had never comprised a part hereof; and the remaining provisions shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable
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provision or by its severance from this Agreement. Furthermore, in lieu of that
illegal, invalid, or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in terms to
the illegal, invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
16. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in that state without giving
effect to the principles of conflicts of laws.
17. 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.
18. Notices. Whenever this Agreement requires or permits notice
to be given by one party to the other, such notice must be in writing to be
effective and shall be deemed delivered and received by the party to whom it is
sent upon actual receipt (by any means) of such notice. Receipt of a notice by
the Secretary of the Company shall be deemed receipt of such notice by the
Company.
19. Complete Agreement. This Agreement constitutes the complete
understanding and agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings between
the parties with respect to the subject matter hereof, other than any
indemnification rights that Indemnitee may enjoy under the Certificate of
Incorporation, the Bylaws, or the Delaware General Corporation Law.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.
[Remainder of page intentionally left blank]
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EXECUTED as of the date first written above.
CAPSTAR BROADCASTING CORPORATION
By: /S/ Xxxxxxx X. Xxxxxxxx, Xx.
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President and General
Counsel
INDEMNITEE:
----------------------------------------------
[See Schedule I attached hereto]
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SCHEDULE I
Xxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
R. Xxxxxx Xxxxxx
Xxxx X. Xxxxx
R. Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxxxx, Xx.
Xxxxxx Xxxxxx
Xxx Xxxxxx
Xxxxxxxx XxXxxxxx
Xxxxx Xxxxxxxxx
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