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EXHIBIT 10.1
TERMINATION AND RELEASE AGREEMENT
This TERMINATION AND RELEASE AGREEMENT (this "Agreement") is made and
entered into as of July 13, 1999, by and among Capstar Broadcasting Corporation
(the "Company"), a Delaware corporation, Capstar Broadcasting Partners, Inc.
("Partners"), a Delaware corporation, and Xxxxx, Muse & Co. Partners, L.P.
(together with its successors, "HMCo"), a Texas limited partnership, and, for
the limited purposes set forth in Sections 4 and 5 of this Agreement, is joined
in by Chancellor Media Corporation, a Delaware corporation to be renamed AMFM
Inc. ("Chancellor"), with respect to (i) that certain Financial Advisory
Agreement, dated July 1, 1997, between the Company and HMCo attached hereto as
Exhibit A (the "Company Financial Advisory Agreement"); (ii) that certain
Monitoring and Oversight Agreement, dated July 1, 1997, between the Company and
HMCo attached hereto as Exhibit B (the "Company M&O Agreement" and, together,
with the Company Financial Advisory Agreement, the "Company Financial Services
Agreements"); (iii) that certain Financial Advisory Agreement, dated October 16,
1996, between Partners and HMCo attached hereto as Exhibit C ("Partners
Financial Advisory Agreement"); and (iv) that certain Monitoring and Oversight
Agreement, dated October 16, 1996, between Partners and HMCo attached hereto as
Exhibit D ("Partners M&O Agreement" and, together, with the Partners Financial
Advisory Agreement, the "Partners Financial Services Agreements," and, together,
with the Company Financial Services Agreements, the "Financial Services
Agreements").
WHEREAS, pursuant to the terms of the Amended and Restated Agreement
and Plan of Merger (the "Merger Agreement"), dated as of April 29, 1999 and
amended on June 30, 1999, by and among Chancellor, CBC Acquisition Company,
Inc., a Delaware corporation, CMC Merger Sub, Inc., a Delaware corporation, and
the Company, it is a condition precedent to Chancellor's obligation to
consummate the Merger that the parties hereto terminate the Financial Services
Agreements. Each capitalized term not defined herein shall have the meaning
assigned to such term in the Merger Agreement.
NOW, THEREFORE, intending to be legally bound and in consideration for
the mutual covenants and agreements contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company, Partners, and HMCo hereby agree that the Financial
Services Agreements and any exhibits thereto shall terminate and be of no
further force and effect on any of the parties thereto, effective as of the
Effective Time, except that (i) Section 4 of each of the Financial Services
Agreements shall survive the termination of such agreements to the extent that
HMCo is entitled to an expense reimbursement for any services rendered in
accordance with the terms thereof prior to the Effective Time; (ii) Section 5 of
each of the Financial Services Agreements shall survive the termination of such
agreements, and HMCo shall be entitled to indemnity under Section 5, with
respect to any services rendered by HMCo prior to the Effective Time in
accordance with the terms of such agreements; and (iii) Section 6 of each of the
Financial Services Agreements shall survive the termination of such agreements.
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2. Except for any claim that the Company or Partners or their
respective successors or assigns may in the future have against HMCo under
Section 6 of each of the Financial Services Agreements, each of the Company and
Partners hereby irrevocably and unconditionally releases, acquits and forever
discharges HMCo, and each of its past, present or future successors, assigns,
employees, agents, stockholders, partners, subsidiaries, parent companies, other
affiliates (corporate or otherwise), and legal representatives, including their
past, present or future officers and directors, and each of them, of and from
any and all Released Claims (as defined herein), arising out of, based upon,
resulting from or relating to the negotiation, execution, performance, breach or
otherwise related to or arising out of each of the Financial Services
Agreements. "Released Claims" as used herein shall mean any and all charges,
complaints, claims, causes of action, promises, agreements, rights to payment,
rights to any equitable remedy, rights to any equitable subordination, demands,
debts, liabilities, express or implied contracts, obligations of payment or
performance, rights of offset or recoupment, accounts, damages, costs, losses or
expenses (including attorneys' and other professional fees and expenses) held by
any party hereto, whether known or unknown, matured or unmatured, suspected or
unsuspected, liquidated or unliquidated, absolute or contingent, direct or
derivative.
3. Except to the extent that Sections 4 and 5 of each of the Financial
Services Agreements survives the termination of such agreements as provided in
clauses (i) and (ii) of Section 1 hereof, HMCo hereby irrevocably and
unconditionally releases, acquits and forever discharges the Company and
Partners, and each of their respective past, present or future successors,
assigns, employees, agents, stockholders, partners, subsidiaries, parent
companies, other affiliates (corporate or otherwise), and legal representatives,
including their past, present or future officers and directors, and each of
them, of and from any and all Released Claims, arising out of, based upon,
resulting from or relating to the negotiation, execution, performance, breach or
otherwise related to or arising out of the Financial Services Agreements.
4. At the Effective Time and in consideration for the termination of
the Company M&O Agreement and, subject to Paragraph 1 hereof, in full
satisfaction of all obligations under the Company M&O Agreement, Chancellor
shall enter into a stock option agreement with HMCo, in substantially the form
attached hereto as Exhibit E, which grants HMCo an option to purchase up to
634,517 shares of common stock, par value $.01 per share ("Chancellor Common
Stock"), of Chancellor at a per share exercise price of $52.00.
5. At the Effective Time and in consideration for the termination of
the Company Financial Advisory Agreement and, subject to Paragraph 1 hereof, in
full satisfaction of all obligations under the Company Financial Advisory
Agreement, the Company shall pay, or cause to be paid, to HMCo an amount equal
to $10,000,000, payable in cash or by wire transfer of immediately available
funds to an account designated by HMCo, and Chancellor shall enter into a stock
option agreement with HMCo, in substantially the form attached hereto as Exhibit
E, which grants HMCo an option to purchase up to 335,099 shares of Chancellor
Common Stock at a per share exercise price of $52.00.
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6. Should any provision of this Agreement be declared or be determined
to be illegal, invalid, or otherwise unenforceable, the validity of the
remaining parts, terms, and provisions hereof will not be affected thereby but
such will remain valid and enforceable, and said illegal or invalid parts,
terms, or provisions shall be deemed not to be a part of this Agreement.
7. This Agreement shall be construed, interpreted, and enforced in
accordance with the laws of the State of Texas, excluding any choice-of-law
provisions thereof.
8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument, and the signature of any party to any
counterpart shall be deemed a signature to, and may be appended, any other
counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed, all as of the date first written above.
CAPSTAR BROADCASTING CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
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Title: Executive Vice President &
General Counsel
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CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
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Title: Executive Vice President &
General Counsel
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XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC., ITS GENERAL PARTNER
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
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Title: Partner
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This Agreement is joined in by Chancellor
for the limited purposes set forth in
Sections 4 and 5 of this Agreement:
CHANCELLOR MEDIA CORPORATION
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Chief Executive Officer
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