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EXHIBIT 10.22.2
FIRST AMENDMENT
TO
STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") to the Stockholders
Agreement dated as of November 26, 1996, 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") (the "Stockholders Agreement"), is
entered into as of January 27, 1997, by and among the Company and the Holders
(as defined in the Stockholders Agreement).
RECITALS:
WHEREAS, the Company and the Holders desire to amend the Stockholders
Agreement as provided herein pursuant to Section 8.7.2 of the Stockholders
Agreement; 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. A new Section 8.9 is hereby added to the Stockholders Agreement
to read as follows:
Section 8.9. Additional Holders. From time to time, additional
securityholders of the Company may become "Holders" under this
Stockholders Agreement, without the consent of any other Holder, upon
the execution by the President of the Company (the "President") and such
party of a supplement to this Stockholders Agreement in substantially
the same form as Exhibit A attached hereto (each, a "SUPPLEMENT"). Each
Holder and HMTF hereby consents to the execution of Supplements by the
President and irrevocably agrees that the President's execution of a
Supplement shall be binding on each of the Holders and HMTF as if it had
executed such Supplement.
2. Article 6 is hereby amended and restated as follows:
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ARTICLE 6
PURCHASE OPTION
Section 6.1 Purchase Option.
6.1.1 Purchase Option. Unless Section 4.1 or 4.2 is otherwise
applicable, if (i), and at such time as, R. Xxxxxx Xxxxx' is no longer a
director, officer or employee of the Company or any Subsidiary of the
Company, for any reason at any time or (ii) a Change of Control occurs,
the HMTF shall have the option (the "Purchase Option") to purchase, and
if the Purchase Option is exercised, R. Xxxxxx Xxxxx (or the executor or
administrator of R. Xxxxxx Xxxxx' estate, in the event of R. Xxxxxx
Xxxxx' death, or R. Xxxxxx Xxxxx' legal representative in the event of
his incapacity) (hereinafter, collectively with R. Xxxxxx Xxxxx, the
"Grantor") shall sell to HMTF, (or as provided in Section 6.1.4 an
assignee of HMTF) all or any portion (at the option of HMTF acting for
itself or, if applicable, its assignee) of the shares of Common Stock,
Warrants and/or Common Stock Equivalents held by the Grantor (such
shares of Common Stock, Warrants and/or Common Stock Equivalents
collectively being referred to as the "Purchasable Securities"), subject
to HMTF's (or, if applicable, its assignee) compliance with the
conditions hereinafter set forth. HMTF (acting for itself or, if
applicable, its assignee) shall give notice (the "Purchase Notice") in
writing to the Grantor of the exercise of the Purchase Option within 120
days from the date R. Xxxxxx Xxxxx is no longer a director, officer or
employee of the Company or any Subsidiary of the Company or such Change
of Control. Such Purchase Notice shall state the number of Purchasable
Securities to be purchased and the exercise price for each Purchasable
Security (on a per share basis or, in the case of securities other than
capital stock, other applicable denomination). If no notice is given
within the time limit specified above, the Purchase Option shall
terminate.
6.1.2 Closing. Unless otherwise agreed by the Grantor and HMTF,
(acting for itself or, if applicable, its assignee) the closing of each
exercise of the Purchase Option will take place at the offices of the
Company in Dallas, Texas, on the fifth business day after the Purchase
Notice is mailed or delivered in accordance with this Section 6.1. At
the closing, HMTF (of, if applicable, its assignee) will pay the
exercise price to the Grantor in cash (by certified or cashier's check)
solely upon such Grantor's delivering to HMTF (or, if applicable, its
assignee) valid certificates or agreements evidencing all Purchasable
Securities then being purchased pursuant to the exercise of the Purchase
Option. Certificates or agreements representing the Purchasable
Securities will be duly endorsed (with signature guaranteed) for
transfer to HMTF (or, if applicable, its assignee). Upon delivery of
such certificates or agreements to HMTF(or, if applicable, its assignee)
, the Grantor will be deemed to represent and warrant to HMTF (or, if
applicable, its assignee) that the transferred Purchasable Securities
are owned by the Grantor free and clear of all liens, adverse claims,
and other encumbrances other than as provided in this Stockholders
Agreement. In the event that, notwithstanding the foregoing, the
Grantor shall have failed to obtain the release of any lien, adverse
claim or other encumbrance on any Purchasable Securities by the
scheduled closing date (at the option of HMTF acting for itself or, if
applicable, its assignee) the closing shall nevertheless occur on such
scheduled closing date,
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with the exercise price being reduced to the extent of all unpaid
indebtedness for which such Purchasable Securities are then encumbered.
Payment of the exercise price for the Purchasable Securities is not
required in order to effect the timely exercise of the Purchase Option.
In order to ensure the transfer of the Purchasable Securities purchased
upon exercise of the Purchase Option, the Grantor hereby appoints HMTF
as his or its attorney in fact for the purpose of effecting any such
transfer, and the Grantor acknowledges and agrees that such power of
attorney is coupled with an interest and is irrevocable. Moreover, HMTF
(or, if applicable, its assignee) and the Grantor will promptly perform,
whether before or after any Purchase Option closing, such additional
acts (including without limitation executing and delivering additional
documents) as are reasonably required by either such party to effect
more fully the transactions contemplated hereby.
6.1.3 Exercise Price. The exercise price for each Purchasable
Security will equal the Appraised Value per share (or, in the case of
securities other than capital stock, other applicable denomination).
6.1.4 Assignment of Purchase Option. The Purchase Option may be
assigned or transferred in whole or in part by HMTF to any one or more
members of the HMC Group without any consent or other action on the part
of any other party hereto.
3. Except as herein specifically amended, the Stockholders Agreement
shall continue in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.
COMPANY:
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ R. XXXXXX XXXXX
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Name: R. Xxxxxx Xxxxx
Title: President and Chief Executive Officer
HOLDERS:
/s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
/s/ XXXXXXX XXXXXX
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Xxxxxxx XxXxxx
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
/s/ XXXX XXXXXXXXXX
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Xxxx Xxxxxxxxxx
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
/s/ XXX XXXXXX
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Xxx Xxxxxx
/s/ XXXX XXXXX
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Xxxx Xxxxx
/s/ XXXX XXXXXX
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Xxxx Xxxxxx
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
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EXHIBIT A
SUPPLEMENT TO STOCKHOLDERS AGREEMENT
This Supplement (this "SUPPLEMENT") to the Stockholders Agreement dated
as of November 26, 1996, 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, as amended or supplemented (the "STOCKHOLDERS AGREEMENT"), is
entered into as of _________________, 199__, between ________________________
(the "NEW HOLDER"), and the President of the Company, pursuant to the terms of
the Stockholders Agreement.
AGREEMENTS
For valuable consideration, whose receipt and sufficiency are hereby
acknowledged, New Holder is added as a "Holder" under the Stockholders
Agreement and New Holder hereby agrees that it shall be bound by the terms
thereof.
Executed as of the date first written above.
NEW HOLDER:
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Address:
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PRESIDENT:
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---------------------------,President