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EXHIBIT 10.21.2
FIRST AMENDMENT AND
SUPPLEMENT TO STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT AND SUPPLEMENT (the "Supplement") to the
Stockholders Agreement dated as of October 16, 1996, by and among Capstar
Broadcasting Partners, Inc., a Delaware corporation ("the "Company"), the
securityholders listed on the signature pages thereto, and Hicks, Muse, Xxxx &
Xxxxx Incorporated, a Texas corporation ("HMTF"), as amended or supplemented
(the "Stockholders Agreement"), is entered into effective as of January 27,
1997, by and among the Company, the Holders (as such term is defined in the
Stockholders Agreement) and Xxxxx Xxxxx, Xxxxxxx Xxx Xxxxx, Xxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxx as Custodian for Xxxxxx X. Xxxxx, Xx. under the Texas
Uniform Gifts to Minors Act (the "UGMA") and Xxxxx Xxxxxx as Custodian for
Xxxxxxx Xxxxxxx Xxxxx under the UGMA (collectively, the "New Holders") pursuant
to the terms of the Stockholders Agreement.
RECITALS:
WHEREAS, the Company and the Holders desire to amend Section 8.1 of the
Stockholders Agreement;
WHEREAS, R. Xxxxxx Xxxxx, a Holder, desires to make a gift of a total of
100,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of
the Company to the New Holders;
WHEREAS, the Company, the Holders and the New Holders desire to
supplement the Stockholders Agreement as provided therein in order to effect
such gift; and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Stockholders Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:
1. Amendment to Section 8.1. Section 8.1 of the Stockholders
Agreement is hereby amended and restated to read in its entirety to read as
follows:
"8.1 HMC Group Investment. If after the date of this
Stockholders Agreement, the HMC Group or the Rights Holder should
purchase additional shares of Common Stock from the Company, other than
shares of Common Stock issued upon the exercise of any Common Stock
Equivalents granted pursuant to any employee, officer or director
benefit plan of arrangement ("New Shares"), then the Rights Holder shall
be entitled to receive from the Company for no additional
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consideration a warrant (a "New Warrant") in the same form and substance
as the Warrant except that each New Warrant shall provide:
(a) for an initial Exercise Price (as such term is
defined and used in the Warrant) equal to the price per share of
Common Stock paid by the HMC Group in connection with such
purchase, with such initial Exercise Price being increased at the
rate of interest provided for in the Warrant;
(b) for a term of ten years from the date of grant;
(c) for a number of shares subject thereto equal to an
amount of (i) 10% of the New Shares so purchased by the HMC Group
or the Rights Holder up to an aggregate purchase price of
$10,000,000 and (ii) 7.5% of the New Shares so purchased by the
HMC Group or the Rights Holder at an aggregate purchase price
that is in excess of that provided in clause (i) above; and
(d) that the number of shares of Common Stock subject
to each New Warrant shall be allocated 80% to the A Warrant and
20% to the B Warrant (as such terms are defined and used in the
Warrant).
Notwithstanding any provision contained herein to the contrary,
the rights of the Rights Holder arising under this Section 8.1 shall not
be transferable and any attempted transfer or assignment shall render
such right void."
2. Permitted Transfer Status. Each New Holder hereby agrees to take
and hold the Shares subject to the provisions and upon the conditions specified
in the Stockholders Agreement.
3. Holder Status. Each New Holder hereby agrees and is deemed to be
a "Holder" for all purposes under the terms of the Stockholder Agreement.
4. Grantor Status. Each Holder hereby agrees and is deemed to be a
"Grantor" for all purposes pursuant to Section 6.1 of the Stockholders
Agreement.
5. Voting Rights. Each New Holder hereby agrees that, during the
term of the Stockholders Agreement, such New Holder will cause his or her
Shares, whether such Shares are owned by a New Holder or any subsequent
transferee of a New Holder (including without limitation, a New Holder's
estate, executors, administrators, heirs or devisees), (a) to be represented by
each such New Holder, in person or by proxy, at any validly called meeting of
the stockholders of the Company in order for such Shares to be counted as a
part of the quorum of the stockholders of the Company, and (b) to be voted in
any manner as R. Xxxxxx Xxxxx so designates, so long as R. Xxxxxx Xxxxx owns
any voting securities of the Company or is serving as an officer of the
Company.
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6. Notices. Any notices or other communications required or
permitted under Section 10.1 of the Stockholders Agreement shall be addressed
to each New Holder at his or her address set forth on the signature pages
hereto.
7. Except as herein specifically amended, the Stockholders Agreement
shall continue in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have duly executed the Supplement
effective as of the date first written above.
COMPANY:
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ R. XXXXXX XXXXX
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Name: R. Xxxxxx Xxxxx
Title: President and Chief Executive Officer
REQUIRED HOLDERS:
/s/ R. XXXXXX XXXXX
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Name: R. Xxxxxx Xxxxx
CAPSTAR BROADCASTING PARTNERS, L.P.
By: HM3/Capstar Partners, L.P.,
Its General Partner
By: HM3/Capstar, Inc.,
Its General Partner
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
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NEW HOLDERS:
/s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Address:
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/s/ XXXXXXX XXX XXXXX
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Name: Xxxxxxx Xxx Xxxxx
Address:
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/s/ XXXXXX XXXXX XXXXXX
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Name: Xxxxxx Xxxxx Xxxxxx
Address:
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/s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx as Custodian for Xxxxxx
X. Xxxxx, Xx. under the Texas Uniform
Gifts to Minors Act
Address:
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/s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx as Custodian for Xxxxxxx
Xxxxxxx Xxxxx under the Texas Uniform
Gifts to Minors Act
Address:
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