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EXHIBIT 10.8
SECOND AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT ("Amendment") dated as
of February 20, 1997, is entered into by and among Capstar Broadcasting
Partners, Inc., a Delaware corporation (the "Company"), Capstar Broadcasting
Partners, L.P., a Delaware limited partnership ("Capstar L.P."), Capstar BT
Partners, L.P., a Delaware limited partnership (the "New BT Holder"), Capstar
Boston Partners, L.L.C., a Delaware limited liability company (the "New Putnam
Holder") and the Required Holders and other parties named on the signature
pages hereto.
WHEREAS, the parties hereto, other than the New BT Holder and the New
Putnam Holder (collectively, the "New Holders"), are parties to that certain
Stockholders Agreement dated as of October 16, 1996, as previously amended,
(the "Agreement"). A copy of the Agreement is attached hereto as Annex "A".
WHEREAS, the parties hereto desire to amend the Agreement so as to add
the New Holders as a party to the Agreement and to amend certain terms and
provisions of the Agreement as provided in this Amendment.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. By its execution and delivery of this Amendment, each New Holder
shall become a Holder (and shall have all rights of a Holder, including a
Non-HMC Group Holder) under the terms and provisions of the Agreement and shall
also be treated as a member of the HMC Group for all purposes of the Agreement;
provided that for the purposes of Article 2, Article 7 and Article 8 of the
Agreement each New Holder shall not be a member of the HMC Group.
2. For purposes of Article 8 the definition of HMC Group shall be
deemed to include R. Steven Hicks but shall exclude any other officers,
directors, and employees of HMTF or its Affiliates.
3. The rights and obligations of each New Holder arising under the
Agreement are personal in nature and shall not be transferable or assignable to
any other Person and shall not be enforceable by or binding upon any Person who
receives or acquires from a New Holder any shares of Common Stock.
4. The definition of "Common Stock" is hereby amended and restated
to read as follows:
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"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 share, of the Company, and (c) any
capital stock into which any such shares of common stock
thereafter may be changed.
5. The term Rights Holder is hereby amended to refer to each of R.
Steven Hicks and the New BT Holder and each reference to Rights Holder in
Article 7 shall be deemed to refer to each of them severally (and not jointly).
6. Except as expressly amended hereby, the terms and provisions of
the Agreement remain in force and effect and by reference are incorporated
herein and made a part hereof.
7. Defined terms used herein but not defined herein shall have the
meaning given such term in the Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties below have caused this Amendment to be
duly executed, all as of the date first written above.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ WILLIAM S. BANOWSKY, JR.
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Name:
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Its:
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HICKS, MUSE, TATE & FURST
INCORPORATED
By: /s/ MICHAEL D. SALIM
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Name:
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Its:
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HOLDERS:
CAPSTAR BROADCASTING PARTNERS, L.P.
By: HM3/Capstar Partners,
L.P.,
its General Partner
By: HM3/Capstar, Inc.
its General Partner
By: /s/ MICHAEL D. SALIM
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Name:
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Its:
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/s/ R. STEVEN HICKS
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R. Steven Hicks
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/s/ JASON MABRY
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Name: Jason Mabry
Address:
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/s/ KRISTEN LEA HICKS
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Name: Kristen Lea Hicks
Address:
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/s/ SHELLY MABRY ELLARD
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Name: Shelly Mabry Ellard
Address:
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/s/ LARRY TAYLOR
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Name: Larry Taylor as Custodian for
Robert S. Hicks, Jr. under the
Texas Uniform Gifts to Minors
Act
Address:
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/s/ LARRY TAYLOR
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Name: Larry Taylor as Custodian for
Brandon Vaughan Hicks under
the Texas Uniform Gifts to
Minors Act
Address:
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NEW BT HOLDER:
CAPSTAR BT PARTNERS, L.P.
By: HM3/GP Partners, L.P.,
its General Partner
By: Hicks, Muse GP Partners III,
G.P.,
its General Partner
By: Hicks, Muse Fund III
Incorporated,
its General Partner
By: /s/ MICHAEL D. SALIM
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Name:
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Title:
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Address:
Hicks, Muse, Tate & Furst
Incorporated
200 Crescent Court, Suite 1600
Dallas, TX 75201
Attn: Lawrence D. Stuart, Jr.
Telecopier No.: (214) 740-7355
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IN WITNESS WHEREOF the New Putnam Holder has caused this Amendment to be
duly executed as of April 10, 1997.
CAPSTAR BOSTON PARTNERS, L.L.C.
By: HM3/GP Partners, L.P.,
its Manager
By: Hicks, Muse GP Partners III,
G.P.,
its General Partner
By: Hicks, Muse Fund III
Incorporated,
its General Partner
By: /s/ MICHAEL D. SALIM
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Name:
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Title:
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Address:
Hicks, Muse, Tate & Furst
Incorporated
200 Crescent Court, Suite 1600
Dallas, TX 75201
Attn: Lawrence D. Stuart, Jr.
Telecopier No.: (214) 740-7355
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