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EXHIBIT 10.8  


  
 

    AMENDMENT TO
  AMENDED AND RESTATED STOCKHOLDERS AGREEMENT    
  


        This Amendment to the Amended and Restated Stockholders Agreement (the "Amendment") is entered into and effective
as of March 1, 2001, by and among Hispanic Broadcasting Corporation (formerly known as Heftel Broadcasting Corporation, the "Company") and each
of the stockholders listed on the signature pages hereto, and each other holder of record of Common Stock (as defined in the Agreement, as hereinafter defined). The stockholders listed on the
signature pages hereto are hereinafter individually referred to as a "Stockholder" and collectively as the
"Stockholders". Capitalized terms used in this Amendment shall have the same meaning as corresponding capitalized terms in the Agreement. 


RECITALS:



        A.    The
Company and each of the Stockholders entered into that certain Amended and Restated Stockholders Agreement dated as of December 1, 1998 (the
"Agreement"). 


        B.    Under
the Agreement, the parties agreed, among other things, that a Transfer in a Margin Call of Common Stock owned by any Tichenor Stockholder in an amount of up to 25%
of the number of shares of Common Stock owned by such Tichenor Stockholder as of the effective time of the Merger would not be subject to the provisions of Sections 2.3 and 2.4 of the Agreement. 


        C.    The
parties hereto now desire to amend the Agreement to increase the amount of Common Stock which a Tichenor Stockholder may transfer in a Margin Call and not be subject
to the provisions of Section 2.3 and 2.4 of the Agreement. 


        NOW,
THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: 


AGREEMENT: 


        1.    Section 4.1(a)
of the Agreement shall be amended to read in its entirety as follows: 



        "(a) A
Transfer in a Margin Call of Common Stock owned by any Tichenor Stockholder in an amount of up to 50% of the number of shares of Common Stock owned by such Tichenor
Stockholder as of the effective time of the Merger (as set forth on the signature pages here (which number reflects the Company's one for one stock dividend as of December 1, 1997), and as
adjusted for any stock splits, stock dividends payable in Common Stock or securities exercisable or exchangeable for Common Stock, or reverse stock splits)." 




        2.    This
Agreement contains the entire understanding of the parties hereto respecting the subject matter hereof and supersedes all prior agreements, discussions and
understandings with respect thereto. 


        3.    Except
as expressly modified by the terms and provisions hereof, each and every term and provision of the Agreement are hereby ratified and shall remain in full force and
effect and each of the parties hereto covenants to observe, comply with and perform each of the terms and provisions of the Agreement as modified hereby; provided, however, that any reference to the
Agreement shall be deemed, from and after the date hereof, to refer to the Agreement as modified hereby. 



        4.    This
Agreement may be executed in two or more counterparts, and each counterpart shall be deemed to be an original and which counterparts together shall constitute one
and the same Agreement of the parties hereto. 





 

        Executed
as of the date first written above. 



	 	 	HISPANIC BROADCASTING CORPORATION
	

 	
 	

By:	

/s/  MCHENRY T. TICHENOR, JR.      

	 	 	Name:	McHenry T. Tichenor, Jr.
	 	 	Title:	Chief Executive Officer





	 	 	CLEAR CHANNEL COMMUNICATIONS, INC.
	

 	
 	

By:	

/s/  RANDALL MAYS      

	 	 	Name:	Randall Mays
	 	 	Title:	Chief Financial Officer





	 	 	CLEAR CHANNEL RADIO, INC.
	

 	
 	

By:	

/s/  RANDALL MAYS      

	 	 	Name:	Randall Mays
	 	 	Title:	Chief Financial Officer





	 	 	McHenry T. Tichenor, Jr.
	

 	
 	

By:	

/s/  MCHENRY T. TICHENOR, JR.      

	 	 	Name:	McHenry T. Tichenor, Jr.
	 	 	Title:	 
	 	 	 	






	 	 	McHenry T. Tichenor, Sr.
	

 	
 	

By:	

/s/  MCHENRY T. TICHENOR, SR.      

	 	 	Name:	McHenry T. Tichenor, Jr.
	 	 	Title:	Director




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	 	 	FIRST NATIONAL BANK OF FORT COLLINS, TRUSTEE OF THE DAVID T. TICHENOR TRUST
	

 	
 	

By:	

/s/  BARBARA L. MENEELY      

	 	 	Name:	Barbara L. Meneely
	 	 	Title:	Vice President





	 	 	WARREN W. TICHENOR
	

 	
 	

By:	

/s/  WARREN W. TICHENOR      

	 	 	Name:	Warren W. Tichenor
	 	 	Title:	 
	 	 	 	






	 	 	WILLIAM E. TICHENOR
	

 	
 	

By:	

/s/  WILLIAM E. TICHENOR      

	 	 	Name:	William E. Tichenor
	 	 	Title:	 
	 	 	 	






	 	 	JEAN TICHENOR
	

 	
 	

By:	

/s/  JEAN TICHENOR      

	 	 	Name:	Jean Tichenor
	 	 	Title:	 
	 	 	 	





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AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT