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JACOR SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT, dated as of February ___, 1996,
is among Citicasters Inc., a Florida corporation ("Citicasters"), and the
▇▇▇▇/Chilmark Fund L.P., a Delaware limited partnership ("ZCF").
WHEREAS, Jacor Communications, Inc., an Ohio corporation (the
"Company"), JCAC, Inc., a Florida corporation ("Acquisition") and Citicasters
are, concurrently with the execution of this Agreement, entering into an
Agreement and Plan of Merger (the "Merger Agreement"), which provides, among
other things, upon the terms and subject to the conditions thereof, that
Acquisition will be merged with and into Citicasters in accordance with the
Florida Business Corporation Act (the "Merger") such that each share of Class A
Common Stock, par value $.01 per share, of Citicasters (the "Shares") issued
and outstanding immediately prior to the effective time of the Merger (other
than Shares owned by Citicasters, the Company, Acquisition or any direct or
indirect subsidiary of Citicasters, the Company or Acquisition, and any Shares
held in the treasury of the Company) will be converted into the right to
receive the Merger Consideration (as defined in the Merger Agreement);
WHEREAS, ZCF owns in excess of 69.0% of the outstanding shares
(the "ZCF Shares") of the Company's common stock, without par value ("Common
Stock"); and
WHEREAS, in order to induce Citicasters to enter into the
Merger Agreement, ZCF has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, ZCF and Citicasters hereby agree as follows.
Section 1. REPRESENTATIONS AND WARRANTIES OF ZCF. ZCF
represents and warrants to Citicasters as follows:
(a) ZCF is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) ZCF has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby.
(c) The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by ZCF and no other
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proceedings on the part of ZCF are necessary to authorize this Agreement or to
consummate the transactions so contemplated.
(d) This Agreement has been duly and validly executed and
delivered by ZCF and constitutes a legal, valid and binding agreement of ZCF
enforceable against ZCF in accordance with its terms, except that the
enforceability hereof may be subject to applicable bankruptcy, insolvency or
other similar laws now or hereinafter in effect, affecting creditors' rights
generally.
(e) For so long as this Agreement is in effect, ZCF
hereby grants Citicasters an irrevocable proxy and irrevocably appoints
Citicasters or its designees, with full power of substitution, its attorney and
proxy to vote all the ZCF Shares, and any shares of Common Stock hereafter
acquired by ZCF, at any meeting of the shareholders of the Company, however
called, in favor of any proposal to approve for issuance shares of Common Stock
and warrants to purchase shares of Common Stock, in each case, in an amount
necessary for the payment of the Merger Consideration pursuant to the Merger
Agreement, and if required, the adoption of the Merger Agreement and the
approval of the Merger. This Agreement does not grant to Citicasters or its
designees any right to vote on any other matters which may be presented to the
Company's shareholders at such meeting. The proxy granted hereby shall be
deemed to be a proxy coupled with an interest for purposes of Section
1701.48(D) of the Ohio Revised Code.
(f) For so long as this Agreement is in effect, in any
meeting of the stockholders of the Company, however called, ZCF shall vote or
cause to be voted all of the ZCF Shares, and any shares of Common Stock
hereafter acquired by ZCF, in favor of any proposal to approve for issuance
shares of Common Stock and warrants to purchase shares of Common Stock, in each
case, in an amount necessary for the payment of the Merger Consideration
pursuant to the Merger Agreement.
(g) As of the date of this Agreement, ZCF is the
beneficial owner of at least 69.0% of the outstanding shares of Common Stock.
Section 2. SPECIFIC PERFORMANCE. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 3. EXPENSES. Each party shall bear its own expenses
and costs in connection with this Agreement and the transactions contemplated
hereby.
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Section 4. AMENDMENT; ASSIGNMENT. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto. No party may
assign any of its rights or obligations under this Agreement without the prior
written consent of the other party.
Section 5. PARTIES IN INTEREST. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and its
successors and permitted assigns, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
Section 6. NOTICES. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
facsimile or by registered or certified mail (postage prepaid, return receipt
requested), to the other party as follows:
(a) If to ZCF, to:
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇/Chilmark Fund L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇, Head & ▇▇▇▇▇▇▇
1900 Fifth Third Center
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and
---
▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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(b) If to Citicasters, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Citicasters Inc.
Suite ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
American Financial Group, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above.
Section 7. REASONABLE BEST EFFORTS. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, all things reasonably necessary, proper or advisable under
applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement.
Section 8. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the law of the State of Ohio, without
regard to the principles of conflicts of law thereof.
Section 9. TERMINATION. This Agreement shall terminate upon
the earlier to occur of the consummation of the Merger or the termination of
the Merger Agreement without the consummation of the Merger. No such
termination shall relieve any party from liability for any breach of this
Agreement.
Section 10. SEVERABILITY. The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity and enforceability of the other
provisions hereof. If any provision of this Agreement, or the application
thereof to any person or entity or any circumstance, is invalid or
unenforceable, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid and unenforceable provision and (b) the
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remainder of this Agreement and the application of such provision to other
persons, entities or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in
any other jurisdiction.
Section 11. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among 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 with respect to the subject matter hereof.
Section 12. DESCRIPTIVE HEADINGS. 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.
Section 13. 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.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its representatives thereunto duly authorized, all
as of the day and year first above written.
▇▇▇▇/Chilmark Fund L.P.
By: __________________________
Name:
Title:
Citicasters Inc.
By: __________________________
Name:
Title:
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