1
EXHIBIT 10.21.3
SECOND AMENDMENT
TO
STOCKHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Second
Amendment") to the Stockholders Agreement, as amended, dated as of November 26,
1996, (the "Stockholders Agreement") 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"), is entered into effective June 20,
1997, by and among the Company, HMTF, the Holders, the parties identified on
Annex A as being New Holders (herein so called), and Capstar Broadcasting
Corporation, a Delaware corporation ("Capstar Broadcasting"). A copy of the
Stockholders Agreement is attached hereto as Exhibit A.
RECITALS:
WHEREAS, Xxxxx X. Xxxxxx, a Holder, desires to make a gift of a total
of 133,000 shares of Class A Common Stock (allocated as set forth on Annex A),
$0.01 par value per share (the "Shares"), of Capstar Broadcasting to the New
Holders;
WHEREAS, the stockholders of the Company have effected an exchange of
all shares of the Company for all 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 Stockholders Agreement desire to amend the
Stockholders Agreement as provided herein pursuant to Section 8.7.2 of the
Stockholders Agreement;
WHEREAS, among other things, the parties to the Stockholders Agreement
desire to replace the Company with Capstar Broadcasting as a party to the
Stockholders Agreement for all purposes; 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. From and after the date hereof, the Company shall not be a party to
the Stockholders Agreement. All references in the Stockholders Agreement to the
Company shall hereby be deemed, from and after the date hereof, to refer to
Capstar Broadcasting for all purposes.
2
2. Capstar Broadcasting hereby assumes and agrees to perform and
discharge all of the Company's duties and obligations under the Stockholders
Agreement that are to be performed from and after the date hereof.
3. "Common Stock" Definition. The definition of "Common Stock" set
forth in Section 1.1 of the Stockholders Agreement is hereby amended and
restated to read in its entirety as follows:
"Common Stock" means (a) shares of the Class A Common Stock, $0.01 par
value per share, of the Company, (b) shares of the Class B Common
Stock, $0.01 par value per share, of the Company, (c) shares of the
Class C Common Stock, $0.01 par value per share, of the Company, and
(d) any capital stock into which such shares of common stock
thereafter may be changed.
4. "Excluded Registration" Definition. The definition of "Excluded
Registration" in Section 1.1 of the Stockholders Agreement is hereby amended
and restated to read in its entirety as follows:
"Excluded Registration" means a registration under the Securities Act
of (i) a registration to effect a Qualified IPO if such registration
only includes equity securities to be issued by the Company and does
not include any equity securities for the account of any other
securityholder of the Company, (ii) securities registered on Form S-8
or any similar successor form, (iii) securities registered to effect
the acquisition of or combination with another Person, and (iv)
securities registered pursuant to any registration rights agreement to
be entered into with the securityholders of Xxxxxxxxx Broadcasting,
Inc., a Delaware corporation ("Xxxxxxxxx"), upon consummation of the
Company's acquisition of Xxxxxxxxx.
5. 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 and shall be added as a "Holder" under the
Stockholders Agreement except for purposes of Section 6.1 of the Stockholders
Agreement.
6. Grantor Status. Each New Holder hereby agrees and is deemed to be a
"Grantor" for all purposes under Section 6.1 of the Stockholders Agreement if,
and at such time as, (i) Xxxxx X. Xxxxxx is no longer a director, officer or
employee of the Capstar Broadcasting or any Subsidiary of Capstar Broadcasting,
or (ii) a Change of Control occurs.
7. Voting Rights. Except as otherwise provided in Article 2 of the
Stockholders Agreement, 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
2
3
person or by proxy, at any validly called meeting of the stockholders of
Capstar Broadcasting in order for such Shares to be counted as a part of the
quorum of the stockholders of Capstar Broadcasting, and (b) to be voted in any
manner as Xxxxx X. Xxxxxx so designates so long as Xxxxx X. Xxxxxx owns any
voting securities of Capstar Broadcasting or is serving as an officer of
Capstar Broadcasting.
8. 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.
9. Except as herein specifically amended or supplemented, the
Stockholders Agreement continue in full force and effect in accordance with its
terms.
10. This Second 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.
[Remainder of page intentionally left blank]
3
4
IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment effective as of the date first written above.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /S/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
--------------------------------
Title: Executive Vice President
--------------------------------
CAPSTAR BROADCASTING CORPORATION
By: /S/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
--------------------------------
Title: Executive Vice President
--------------------------------
HICKS, MUSE, XXXX & XXXXX INCORPORATED
By: /S/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------
Title: Senior Vice President
--------------------------------
HOLDERS:
/S/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx X. Xxxx
/S/ Xxxxxxx XxXxxx
---------------------------------------
Xxxxxxx XxXxxx
/S/ Xxxx Xxxxxxxx
---------------------------------------
Xxxx Xxxxxxxx
/S/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
5
/S/ Xxxxxx Xxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxx
/S/ Xxx Xxxxxx
---------------------------------------
Xxx Xxxxxx
/S/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
/S/ Xxxx Xxxxxx
---------------------------------------
Xxxx Xxxxxx
/S/ Xxxxx Xxxxxxxxx
---------------------------------------
Xxxxx Xxxxxxxxx
/S/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx
/S/ Xxxxxxx X. Xxxxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
/S/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
/S/ Xxxxx X. Xxxxxxxx, III
---------------------------------------
Xxxxx X. Xxxxxxxx, III
NEW HOLDERS:
/S/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
Address: 000 Xxxxxxx Xxxx Xxxx
------------------------------
Xxx Xxxxxx, XX 00000
------------------------------
------------------------------
6
/S/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
Address: 000 Xxxxxxx Xxxx Xxxx
------------------------------
Xxx Xxxxxx, XX 00000
------------------------------
------------------------------
/S/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
Address: 000 Xxxxxxx Xxxx Xxxx
------------------------------
Xxx Xxxxxx, XX 00000
------------------------------
------------------------------
/S/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxx X. Xxxxxx under the Uniform Gifts
to Minors Act
Address: 000 Xxxxxxx Xxxx Xxxx
------------------------------
Xxx Xxxxxx, XX 00000
------------------------------
------------------------------
/S/ Xxxxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxxxx X. Xxxxxx as custodian for
Xxxxxxxx X. Xxxxxx under the Uniform
Gifts to Minors Act
Address: 000 Xxxxxxx Xxxx Xxxx
------------------------------
Xxx Xxxxxx, XX 00000
------------------------------
------------------------------
HOLDERS:
/S/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx
7
ANNEX A
NEW HOLDERS SHARES
----------- ------
Xxxxxxxxx X. Xxxxxx as custodian for Xxxxxxxxx X. Xxxxxx under the Uniform 26,600
Gifts to Minors Act
Xxxxxxxxx X. Xxxxxx as custodian for Xxxxxxx X. Xxxxxx under the Uniform 26,600
Gifts to Minors Act
Xxxxxxxxx X. Xxxxxx as custodian for Xxxxxxxxx X. Xxxxxx under the Uniform 26,600
Gifts to Minors Act
Xxxxxxxxx X. Xxxxxx as custodian for Xxxxx X. Xxxxxx under the Uniform 26,600
Gifts to Minors Act
Xxxxxxxxx X. Xxxxxx as custodian for Xxxxxxxx X. Xxxxxx under the Uniform 26,600
Gifts to Minors Act
8
EXHIBIT A
Stockholders Agreement
