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EXHIBIT 10.25.2
FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "First
Amendment") amends that certain Registration Rights Agreement, dated as of
February 20, 1997 (the "Registration Rights Agreement"), between Capstar
Broadcasting Partners, Inc., a Delaware corporation (the "Company"), and Xxxxx
X. Xxxxxx and is entered into effective July 1, 1997, by and among the Company,
Xxxxx X. Xxxxxx, and Capstar Broadcasting Corporation, a Delaware corporation
("Capstar Broadcasting"). A copy of the Registration Rights Agreement is
attached hereto as Exhibit A.
RECITALS:
WHEREAS, the stockholders of the Company have effected an exchange of
all of the outstanding shares of the Company for all of the outstanding shares
of Capstar Broadcasting;
WHEREAS, as a result of such exchange, the Company is a wholly-owned
subsidiary of Capstar Broadcasting;
WHEREAS, the parties to the Registration Rights Agreement desire to
amend the Registration Rights Agreement as provided herein pursuant to Section
4.7.2 of the Registration Rights Agreement;
WHEREAS, among other things, the parties to the Registration Rights
Agreement desire to replace the Company with Capstar Broadcasting as a party
to the Registration Rights Agreement for all purposes; and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Registration Rights Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:
1. From and after the date hereof, the Company shall not be a
party to the Registration Rights Agreement. All references in the Registration
Rights Agreement to the Company shall hereby be deemed, from and after the date
hereof, to refer to Capstar Broadcasting for all purposes.
2. Capstar Broadcasting hereby assumes and agrees to perform and
discharge all of the Company's duties and obligations under the Registration
Rights Agreement that are to be performed from and after the date hereof.
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3. "Common Stock" Definition. The definition of "Common Stock"
set forth in Section 1.1 of the Registration Rights Agreement is hereby amended
and restated to read in its entirety as follows:
"Common Stock" means (a) shares of Class A Common Stock, $0.01 par
value per share, of the Company, (b) shares of Class B Common Stock,
$0.01 par value per share, of the Company, (c) shares of Class C
Common Stock, $0.01 par value per share, of the Company, and (d) any
capital stock into which any such shares of common stock thereafter
may be changed.
4. Except as herein specifically amended or supplemented, the
Registration Rights Agreement shall continue in full force and effect in
accordance with its terms.
5. This First Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed, all as of the date first written above.
CAPSTAR BROADCASTING PARTNERS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
CAPSTAR BROADCASTING CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
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EXHIBIT A
(REGISTRATION RIGHTS AGREEMENT)
[See Exhibit 10.25.1]
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