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EXHIBIT 4.5.2
FIRST AMENDMENT TO AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
(this "Agreement") is made and entered into as of September 4, 1997, by and
among Chancellor Broadcasting Company (formerly known as Chancellor
Corporation), a Delaware corporation (the "Company"), and each of the Holders
(as defined in the Stockholders Agreement (as hereinafter defined)) whose names
are set forth on the signature pages hereto.
RECITALS
A. The Company and the Holders are parties to that certain
Amended and Restated Stockholders Agreement, dated as of February 14, 1996, a
complete copy of which is attached hereto as Exhibit A (the "Stockholders
Agreement"); and
B. In order to carry out the intention of the parties under the
Stockholders Agreement, the Company and the Holders desire hereby to amend the
Stockholders Agreement as provided herein and to add such additional Holders
that agree to be bound by the terms of the Stockholders Agreement as amended
hereby.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
as set forth herein, the parties hereto agree as follows:
1. Amendments. The Stockholders Agreement is hereby amended as
follows:
a. The definition of "Company" set forth in the preamble
to the Stockholders Agreement shall be amended to mean Chancellor
Broadcasting Company, a Delaware corporation ("CBC"), and, following
the merger of CBC with and into Evergreen Mezzanine Holdings
Corporation, a Delaware corporation ("EMHC"), Chancellor Media
Corporation, a Delaware corporation and parent to the surviving
corporation following the merger of CBC and EMHC (the "Company").
b. The following definition set forth in Section 1 of
the Stockholders Agreement shall be amended and restated in its
entirety as follows:
"Common Stock" means the Class A Common Stock, $0.01 par value
("Class A Common Stock") and Class B Common Stock, $0.01 par value
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("Class B Common Stock"), of the Company, and any other class or series
of capital stock issued by the Company which has the unlimited right to
participate in dividends and distributions upon liquidation of the
Company (a "Common Equity Security"), as well as any capital stock or
other securities received in exchange for, or upon the conversion of,
such Class A Common Stock, Class B Common Stock or Common Equity
Security, whether by merger, consolidation, reorganization,
reclassification or otherwise.
c. Section 2 of the Stockholders Agreement is deleted in
its entirety.
d. A new paragraph (i) is hereby added to the end of
Section 8 of the Stockholders Agreement to read as follows:
(i) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and
transferees of each of the parties hereto, including without
limitation, by merger, consolidation, reorganization, operation of law
or otherwise, and without the need for an express assignment.
2. Stockholders Agreement Otherwise Unchanged. Except as
expressly amended hereby, the Stockholders Agreement shall remain unchanged and
in full force and effect.
3. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
4. Successors and Assigns. The rights and obligations of the
parties hereunder shall be binding upon and inure to the benefit of the Company
and the Holders and each of their respective successors and assigns.
5. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, in accordance with the terms of the Stockholders
Agreement, a majority of the HM2 Holders (as defined in the Stockholders
Agreement), and a majority of the _____ Holders (as defined in the Stockholders
Agreement) have executed this Agreement as of the day and year first written
above.
CHANCELLOR BROADCASTING COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
HM2/GP PARTNERS, L.P.
By: XXXXX, XXXX X.X. PARTNERS, L.P.,
its General Partner
By: XXXXX, MUSE FUND II
INCORPORATED, its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
HICKS, MUSE, XXXX & XXXXX EQUITY
FUND II, L.P.
By: HM2/GP PARTNERS, L.P., its General
Partner
By: XXXXX, MUSE G.P. PARTNERS, L.P.,
its General Partner
By: XXXXX, MUSE FUND II
INCORPORATED, its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
[Signature Page to First Amendment to
Amended and Restated Stockholders Agreement]
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XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC., General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
HM2/CHANCELLOR TRUST
By: HM2/GP PARTNERS, L.P., Manager
By: XXXXX, XXXX XX PARTNERS, L.P., its
General Partner
By: XXXXX, MUSE FUND II
INCORPORATED, its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXX, XXXX XX PARTNERS, L.P.
By: XXXXX, MUSE FUND II
INCORPORATED, its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
[Signature Page to First Amendment to
Amended and Restated Stockholders Agreement]
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HM2/HMW, L.P.
By: HICKS, MUSE, XXXX & XXXXX
EQUITY FUND II, L.P., its General
Partner
By: HM2/GP PARTNERS, L.P., its General
Partner
By: XXXXX, MUSE G.P. PARTNERS, L.P.,
its General Partner
By: XXXXX, MUSE FUND II
INCORPORATED, its General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
HM2/CHANCELLOR, L.P.
By: HM2/CHANCELLOR GP, L.P., its
General Partner
By: HM2/CHANCELLOR HOLDINGS, INC.,
its General Partner
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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XXXXXXXX X. XXXXXX, XX.
[Signature Page to First Amendment to
Amended and Restated Stockholders Agreement]
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/s/ R. Xxxxx Xxxxx
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R. XXXXX XXXXX
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
--------------------------------------------
XXXXXX X. XXXXXXXXX, XX.
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
/s/ Xxxxxxx Xxxxxxxxx
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XXXXXXX XXXXXXXXX
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
/s/ Xxxxxxx Xxxxx-Xxxx
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XXXXXXX XXXXX-XXXX
[Signature Page to First Amendment to
Amended and Restated Stockholders Agreement]
