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"), Robert F.X. Sillerman (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, Howard J. Tytel and Norman Feuer, as trustee, and the
deposit thereunder of 136,852.06 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 Agreement to be duly
executed on the date first written above.
/s/ Robert F.X. Sillerman
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Robert F. X. Sillerman
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.
By: /s/ Paul D. Stone
---------------------------------
Paul D. Stone
Vice President
TBC RADIO ACQUISITION CORP.
By: /s/ Paul D. Stone
---------------------------------
Paul D. Stone
Vice President
TRIATHLON BROADCASTING COMPANY
By: /s/ Norman Feuer
---------------------------------
Name: Norman Feuer
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Title: President/CEO
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SCHEDULE A SILLERMAN
PART I. SHARES
A B
RECORD AND
BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
------------------ ---------------------
Class A Common Stock - 0 - - 0 -
Class B Common Stock - 0 - 542,852.06(2)(3)(4)
Class C Common Stock - 0 - - 0 -
Class D Common Stock - 0 - 680,000(2)
Series B Convertible
Preferred Stock 404,200 - 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 60,200 Class A Common $5.50
SARs - 0 - - 0 - - 0 -
PART III. INTEREST REQUIRING CONSENT (SS. 4(A)(II))(2)(3)(4)
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(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) Mr. Sillerman transferred 1,000,000 shares of the Company's Class D
Common Stock which he previously held of record to the Tomorrow
Foundation, of which 320,000 shares have been converted by the
Tomorrow Foundation into such same number of shares of the Company's
Class B Common Stock. As such, Mr. Sillerman may be deemed to
beneficially own such 320,000 shares of Class B Common Stock and the
remaining 680,000 shares of the Company's Class D Common Stock held of
record by the Tomorrow Foundation.
(3) 86,000 of the 542,852.06 shares of the Company's Class B Common Stock
are subject to a voting trust agreement among Mr. Sillerman, Howard J.
Tytel and Norman Feuer. Pursuant to such agreement, Mr. Feuer retains
the right to vote such shares.
(4) 136,852.06 of the 542,852.06 shares of the Company's Class B Common
Stock are subject to a voting trust agreement among Mr. Sillerman, Mr.
Tytel and Mr. Feuer. Pursuant to such agreement, Mr. Feuer retains the
right to vote such shares.