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EXHIBIT 10.19.4
THIRD AMENDMENT
TO
STOCKHOLDERS AGREEMENT
THIS THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Third
Amendment") amends that certain Stockholders Agreement, dated as of November
26, 1996, as amended (the "Stockholders Agreement"), by and among Capstar
Broadcasting Partners, Inc., a Delaware corporation, the securityholders listed
on the signature pages thereto, and HMTF Operating, Inc., a Texas corporation
(formerly named Hicks, Muse, Xxxx & Xxxxx Incorporated, "HMTF"), and is entered
into as of May 18, 1998, by and among Capstar Broadcasting Corporation, a
Delaware corporation (the "Company"), HMTF and the Holders (as defined in the
Stockholders Agreement). A copy of the Stockholders Agreement is attached
hereto as Exhibit A.
RECITALS:
WHEREAS, the parties to the Stockholders Agreement desire to amend the
Stockholders Agreement as provided herein pursuant to Section 8.7.2 of the
Stockholders Agreement; 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. Section 1.1 of the Stockholders Agreement is amended by adding
the following definitions:
"Class A Common Stock" means shares of the Class A
Common Stock, $0.01 par value per share, of the Company, and
any capital stock into which such Class A Common Stock
thereafter may be changed.
"Class B Common Stock" means shares of the Class B
Common Stock, $0.01 par value per share, of the Company, and
any capital stock into which such Class B Common Stock
thereafter may be changed.
"Class C Common Stock" means shares of the Class C
Common Stock, $0.01 par value per share, of the Company, and
any capital stock into which such Class C Common Stock
thereafter may be changed.
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"Warrant" means that certain Warrant dated April 1,
1998, for 1,500,000 shares of Class A Common Stock, issued by
the Company to Xxxxxxx X. Xxxxxxxx, Xx.
"Warrant Shares" means shares of Class A Common Stock
issuable to a Holder upon the exercise of the Warrant.
2. Each of the following definitions that are set forth in
Section 1.1 of the Stockholders Agreement is amended and restated to read in
its entirety as follows:
"Common Stock" means shares of the Class A Common
Stock, Class B Common Stock and Class C Common Stock of the
Company, and any capital stock into which such Common Stock
thereafter may be changed.
"Common Stock Equivalents" means, other than the
Warrant, without duplication with any other Common Stock or
Common Stock Equivalents, any rights, warrants, options,
convertible securities or indebtedness, exchangeable
securities or indebtedness, or other rights, exercisable for
or convertible or exchangeable into, directly or indirectly,
Common Stock of the Company and securities convertible or
exchangeable into Common Stock of the Company, whether at the
time of issuance or upon the passage of time or the occurrence
of some future event; provided, however, Common Stock
Equivalents shall not include any options awarded under the
Company's 1997 Stock Option Plan or any successor plan thereto
or any shares of Common Stock issued upon exercise of such
options or any securities into which such shares may be
converted pursuant to such Plan.
"Fully-Diluted Common Stock" means, at any time, the
then outstanding Common Stock of the Company plus (without
duplication) all shares of Common Stock issuable, whether at
such time or upon the passage of time or the occurrence of
future events, upon the exercise, conversion, or exchange of
(i) all then outstanding Common Stock Equivalents and (ii) the
Warrant.
"Registrable Shares" means at any time (i) the Class
A Common Stock owned by the Holders on the date hereof or on
the date that any Holder executes this Stockholders Agreement
and any capital stock into which such Class A Common Stock may
be changed and (ii) the Warrant Shares; provided, however,
that Registrable Shares shall not include any shares (i) the
sale of which has been registered pursuant to the Securities
Act and which shares have been sold pursuant to such
registration, (ii) which have been sold to the public pursuant
to Rule 144 of the SEC under the Securities Act, or (iii)
issued upon the exercise of any options awarded under the
Company's
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1997 Stock Option Plan or any successor plan thereto. For
purposes of determining a Holder's right to any benefit
afforded, or to exercise any rights granted, to a Holder of
Registrable Shares hereunder, any Securities that are
convertible into or exercisable or exchangeable for
Registrable Shares shall be deemed to be that number of
Registrable Shares into which such Securities may be converted
or for which such Securities may be exercised or exchanged at
any point in time.
"Securities" means the Common Stock, the Warrant
Shares and the Warrant; provided, however, that Securities
shall not include any shares of Common Stock issued upon the
exercise of any options awarded under the Company's 1997 Stock
Option Plan or any successor plan thereto.
3. Section 6.1.1 is amended and restated in its entirety as
follows:
6.1.1 Purchase Option. If (i), and at such time
as, a Holder is no longer a director, officer or employee of
the Company or any Subsidiary of the Company, for any reason
at any time or (ii) a Change of Control occurs, the Company
shall have the option (the "Purchase Option") to purchase, and
if the Purchase Option is exercised, such Holder (or the
executor or administrator of such Holder's estate, in the
event of such Holder's death, or such Holder's legal
representative in the event of his incapacity) (hereinafter,
collectively with such Holder, the "Grantor") shall sell to
HMTF, (or as provided in Section 6.1.4 an assignee of HMTF)
all or any portion (at the option of HMTF acting for itself
or, if applicable, its assignee) of the shares of Common
Stock, the Warrant and/or Common Stock Equivalents held by the
Grantor (such shares of Common Stock, the Warrant and/or
Common Stock Equivalents collectively being referred to as the
"Purchasable Securities"), subject to HMTF's (or, if
applicable, its assignee) compliance with the conditions
hereinafter set forth. HMTF (acting for itself or, if
applicable, its assignee) shall give notice (the "Purchase
Notice") in writing to the Grantor of the exercise of the
Purchase Option within one year from the date such Holder is
no longer a director, officer or employee of the Company or
any Subsidiary of the Company or such Change of Control. Such
Purchase Notice shall state the number of Purchasable
Securities to be purchased and the exercise price for each
Purchasable Security (on a per share basis or, in the case of
securities other than capital stock, other applicable
denomination). If no notice is given within the time limit
specified above, the Purchase Option shall terminate.
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4. Section 8.4 is amended by adding the following after the last
sentence of Section 8.4:
If other than the Company, the issuer of any capital stock
into which Common Stock may be changed shall execute and
deliver to the Holders, as a condition precedent to effecting
such change, an agreement substantially similar to this
Stockholders Agreement in which the issuer is the "Company."
5. Except as herein specifically amended or supplemented, the
Stockholders Agreement shall continue in full force and effect in accordance
with its terms.
6. This Third 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 hereto have duly executed this Second
Amendment effective as of the date first written above.
CAPSTAR BROADCASTING CORPORATION
By:
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Name:
---------------------------------
Title:
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HMTF OPERATING, INC.
By:
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Name:
---------------------------------
Title:
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HOLDERS:
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Xxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxx Xxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxxx Xxxxxx
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Xxxxxxx XxXxxx
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Xxxxx X. Xxxxx
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Xxxx Xxxxxxxx-Xxxxx
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Xxxx Xxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxx X. Xxxxxx under the Uniform Gifts
to Minors Act
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Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
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Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
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Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxx X. Xxxxxx under the Uniform Gifts
to Minors Act
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Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
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Xxxx X. Xxxxx
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Xxxxx X. Xxxx
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Xxx Xxxxxx
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Xxxxxx X. Xxxxxx
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R. Xxxxxx Xxxxxx
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EXHIBIT A
Stockholders Agreement
