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EXHIBIT 10.20.4
THIRD AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Third
Amendment") amends that certain Stockholders Agreement, as amended, dated as of
October 16, 1996 (the "Stockholders Agreement"), between Capstar Broadcasting
Partners, Inc., a Delaware corporation (the "Company"), the securityholders
listed on the signature pages thereto, and Xxxxx, Muse Xxxx & Xxxxx
Incorporated, a Texas corporation ("HMTF") and is entered into effective June
20, 1997, by and among the Company, HMTF, certain securityholders listed on the
signature pages hereto, and Capstar Broadcasting Corporation, a Delaware
corporation ("Capstar Broadcasting"). A copy of the Stockholders 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 Stockholders Agreement desire to amend the
Stockholders Agreement as provided herein pursuant to Section 10.7.2 of the
Stockholders Agreement;
WHEREAS, among other things, the parties to the Stockholders Agreement
desire to replace the Company with Capstar 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. 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 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
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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. "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. 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 have caused this Third Amendment to be
duly executed, all as of the date first written above.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /S/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Executive Vice President
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HICKS, MUSE, XXXX & XXXXX INCORPORATED
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Senior Vice President
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CAPSTAR BROADCASTING PARTNERS, L.P.
By: HM3/Capstar Partners, L.P.,
its General Partner
By: HM3/Capstar, Inc.
its General Partner
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Senior Vice President
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/S/ R. Xxxxxx Xxxxx R. Xxxxxx Xxxxx
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/S/ Xxxxx Xxxxx Xxxxx Xxxxx
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/S/ Xxxxxxx Xxx Xxxxx
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Xxxxxxx Xxx Xxxxx
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/S/ Xxxxxx Xxxxx Xxxxxx
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Xxxxxx Xxxxx Xxxxxx
/S/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx as Custodian for Xxxxxx X.
Xxxxx, Xx. under the Texas Uniform
Gifts to Minors Act
/S/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx as Custodian for Xxxxxxx
Xxxxxxx Xxxxx under the Texas Uniform
Gifts to Minors Act
CAPSTAR BT PARTNERS, L.P.
By: HM3/GP Partners, L.P.,
its General Partner
By: Xxxxx, Muse GP Partners III,
L.P., its General Partner
By: Xxxxx, Muse Fund III
Incorporated, its General
Partner
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Senior Vice President
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CAPSTAR BOSTON PARTNERS, L.L.C.
By: HM3/GP Partners, L.P.,
its Manager
By: Xxxxx, Muse GP Partners III,
L.P., its General Partner
By: Xxxxx, Muse Fund III
Incorporated, its General
Partner
By: /S/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Senior Vice President
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CAPSTAR BROADCASTING CORPORATION
By: /S/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Executive Vice President
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EXHIBIT A
(STOCKHOLDERS AGREEMENT)
