FIRST AMENDMENT TO STOCKHOLDER AGREEMENT
This FIRST AMENDMENT TO STOCKHOLDER AGREEMENT, dated as of August 5,
1998 (this "Amendment"), is made and entered into by and among Capstar Radio
Broadcasting Partners, Inc., a Delaware corporation ("Parent"), TBC Radio
Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary
of Parent ("Sub"), Xxxxxx X. Xxxxx (the "Stockholder"), and Triathlon
Broadcasting Company, a Delaware corporation (the "Company"), and amends that
certain Stockholder Agreement dated as of July 23, 1998 among the Stockholder,
Parent, Sub and the Company (the "Agreement").
WHEREAS, the parties wish to amend the Agreement in accordance with
Section 9(b) thereof (a) to replace Schedule A to the Agreement in its entirety
with Schedule A attached hereto, and (b) to consent to the execution and
delivery of a voting trust with respect to certain of the Stockholder's Shares
of Class B Common Stock.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Schedule A attached hereto shall and hereby does replace in its
entirety Schedule A to the Agreement.
2. Parent hereby consents to the execution and delivery by the
Stockholder of that certain Voting Trust Agreement dated the date hereof by and
among Stockholder, Xxxxxx F.X. Sillerman and Xxxxxx Xxxxx, as trustee, and the
deposit thereunder of 185,068.94 Shares of the Stockholder's Class B Common
Stock, as converted on the date hereof from such same number of Shares of the
Stockholder's Class D Common Stock.
3. The parties hereto agree that this Amendment complies with the
terms of Section 9(b) of the Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed on date first written above.
/s/ Xxxxxx X. Xxxxx
----------------------------------------
Xxxxxx X. Xxxxx
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
Vice President
TBC RADIO ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx
Vice President
TRIATHLON BROADCASTING COMPANY
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxx
-----------------------------------
Title: President/Chief Executive Officer
----------------------------------
SCHEDULE A TYTEL
PART I. SHARES
A B
RECORD AND
BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
------------------ ---------------------
Class A Common Stock - 0 - - 0 -
Class B Common Stock - 0 - 199,068.94(2)(3)
Class C Common Stock - 0 - - 0 -
Class D Common Stock - 0 - - 0 -
Series B Convertible
Preferred Stock 65,800 - 0 -
9% Mandatory Convertible
Preferred Stock - 0 - - 0 -
PART II. DERIVATIVES
NO. OF CLASS OF EXERCISE/
SHARES SHARES BASE PRICE
------ ------ ----------
Warrants - 0 - - 0 - - 0 -
Options 9,800 Class A Common $5.50
SARs - 0 - - 0 - - 0 -
PART III. INTEREST REQUIRING CONSENT (SS. 4(A)(II))(2)(3)
-------------------
(1) Excluding the rights in shares described in Part II and shares of
capital stock of the Company into which the shares described in Part I
may be converted in accordance with the terms thereof.
(2) 14,000 of the 199,068.94 shares of the Company's Class B Common Stock
are subject to a voting trust agreement between Xx. Xxxxx, Xxxxxx F.X.
Sillerman and Xxxxxx Xxxxx. Pursuant to such agreement, Xx.
Xxxxx retains the right to vote such shares.
(3) 185,068.94 of the 199,068.94 shares of the Company's Class B Common
Stock are subject to a voting trust agreement between Xx. Xxxxx, Xx.
Xxxxxxxxx and Xx. Xxxxx. Pursuant to such agreement, Xx. Xxxxx retains
the right to vote such shares.
