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"), ▇▇▇▇▇▇ ▇▇▇▇▇ (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 to replace Schedule A to the Agreement in its entirety
with Schedule A attached hereto.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that Schedule A attached hereto shall and hereby does replace in
its entirety Schedule A to the Agreement. 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/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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[Spouse]
CAPSTAR RADIO BROADCASTING PARTNERS,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
TBC RADIO ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
TRIATHLON BROADCASTING COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CFO
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SCHEDULE A ▇▇▇▇▇
PART I. SHARES
A B
RECORD AND
BENEFICIALLY OWNED BENEFICIALLY OWNED(3)
------------------ ---------------------
Class A Common Stock - 0 - - 0 -
Class B Common Stock 144,890(1)(2) 421,921(4)(5)
Class C Common Stock - 0 - - 0 -
Class D Common Stock - 0 - - 0 -
Series B Convertible
Preferred Stock 60,000 - 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 15,000 Class A Common $11.50(6)
SARs - 0 - - 0 - - 0 -
PART III. INTEREST REQUIRING CONSENT (SS. 4(A)(II))(1)
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(1) 144,890 shares of Class B Common Stock owned by ▇▇. ▇▇▇▇▇ beneficially
and of record are subject to a right of first refusal of Radio
Investors pursuant to that certain Agreement dated as of August 7,
1995, between ▇▇.
▇▇▇▇▇ and Radio Investors.
(2) 35,294 shares of Class B Common Stock owned by ▇▇. ▇▇▇▇▇ beneficially
and of record are pledged to the Company to secure indebtedness.
(3) 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.
(4) Includes 86,000 shares of Class B Common Stock owned by ▇▇▇▇▇▇ F.X.
Sillerman and 14,000 shares of Class B Common Stock owned by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ which ▇▇. ▇▇▇▇▇ may be deemed to beneficially own because he has
the right to vote such shares pursuant to a voting trust agreement.
(5) Includes 136,852.06 shares of Class B Common Stock owned by ▇▇.
▇▇▇▇▇▇▇▇▇ and 185,068.94 shares of Class B Common Stock owned by ▇▇.
▇▇▇▇▇ which ▇▇. ▇▇▇▇▇ may be deemed to beneficially own because he has
the right to vote such shares pursuant to a voting trust agreement.
(6) Also granted a cash bonus, payable upon exercise of the options equal
to 15,000 x (Closing Price of the Company's Class A Common Stock on
October 30, 1995 [$11.50] - $5.50).