Exhibit 4.10
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AMERICAN RADIO SYSTEMS CORPORATION
Issuer
THE SUBSIDIARY GUARANTORS NAMED HEREIN
Guarantor
FLEET NATIONAL BANK
Trustee
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Supplemental Indenture
Dated as of May 31, 1996
to
Indenture
Dated as of February 1, 1996
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$175,000,000
9% Senior Subordinated Notes due 2006
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SUPPLEMENTAL INDENTURE, dated as of May 31, 1996, among AMERICAN RADIO
SYSTEMS CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company") and having its principal
office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, XXXXXX
BROADCASTING, INC., a corporation duly organized and existing under the laws of
the State of Delaware and having its principal office at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (herein called "Xxxxxx" or a "Restricted
Subsidiary"), XXXXXX BROADCASTING OF MIAMI, INC., a corporation duly organized
and existing under the laws of the State of Delaware and having its principal
office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (herein called
"Xxxxxx Miami" or a "Restricted Subsidiary"), FRANKLIN BROADCASTING COMPANY, a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania and having its principal office at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (herein called "Franklin" or a "Restricted Subsidiary"), and
FLEET NATIONAL BANK (formerly known as Fleet National Bank of Connecticut), a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee") to the
INDENTURE, dated as of February 1, 1996, among the Company, AMERICAN RADIO
SYSTEMS LICENSE CORP., a corporation duly organized and existing under the laws
of the State of Delaware (herein called "License Corp."), and the Trustee
(herein called the "Indenture").
RECITALS OF THE COMPANY
The Company, American License and the Trustee have heretofore executed
and delivered the Indenture, pursuant to which the Company has duly issued an
aggregate of $175,000,000 principal amount of its 9% Senior Subordinated Notes
due 2006 (herein called the "Securities").
The Company, directly or indirectly, owns beneficially and of record
100% of the Capital Stock of each of Xxxxxx, Xxxxxx Miami and Franklin. Each of
the Restricted Subsidiaries has derived and will derive direct and indirect
economic benefit from the issuance of the Securities; accordingly, each
Restricted Subsidiary has duly authorized the execution and delivery of this
Supplemental Indenture to provide for its guarantee with respect to the
Securities as set forth in the Indenture.
All things necessary to make this Supplemental Indenture a valid
agreement of each Restricted Subsidiary and the Subsidiary Guarantees of each
Restricted Subsidiary, when this Supplemental Indenture is executed by it, the
valid obligations of each Restricted Subsidiary License in accordance with its
terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the terms and conditions
of the Indenture, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
Subsidiary Guarantees
SECTION 101. Subsidiary Guarantee.
Each of Xxxxxx, Xxxxxx Miami and Franklin, by the execution of this
supplemental Indenture, hereby covenants and agrees to be and become a
Subsidiary Guarantor and to be bound by all of the terms and conditions of the
Indenture, including without limitation the Subsidiary Guarantee of the
Securities in the form set forth in Section 205 of the Indenture, with the same
force and effect as though each had been a signatory to the Indenture and had
executed and delivered its Subsidiary Guarantee endorsed on the Securities.
ARTICLE TWO
Definitions and Other Provisions
of General Application
SECTION 201. Definitions; Incorporation of Provisions.
Terms used herein without definition shall have the meaning prescribed
therefor in the Indenture. The provisions of Sections 107 through 114, both
inclusive, are incorporated herein with the same force and effect as though set
forth hereat in their entirety.
SECTION 202. Indenture Provisions.
Except as specifically amended by this Supplemental Indenture, the
Indenture shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
AMERICAN RADIO SYSTEMS CORPORATION
By___________________________
Name:
Title:
Attest:
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XXXXXX BROADCASTING, INC.
By___________________________
Name:
Title:
Attest:
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XXXXXX BROADCASTING OF MIAMI, INC.
By___________________________
Name:
Title:
Attest:
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FRANKLIN BROADCASTING COMPANY
By___________________________
Name:
Title:
Attest:
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FLEET NATIONAL BANK, as Trustee
By____________________________
Name:
Title:
Attest:
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COMMONWEALTH OF MASSACHUSETTS ) ss.:
COUNTY OF SUFFOLK )
On the 31st day of May, 1996, before me personally came , to me known,
who, being by me duly sworn, did depose and say that he is of AMERICAN RADIO
SYSTEMS CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
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COMMONWEALTH OF MASSACHUSETTS ) ss.:
COUNTY OF SUFFOLK )
On the 31st day of May, 1996, before me personally came , to me known,
who, being by me duly sworn, did depose and say that he is of XXXXXX
BROADCASTING, INC., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
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COMMONWEALTH OF MASSACHUSETTS ) ss.:
COUNTY OF SUFFOLK )
On the 31st day of May, 1996, before me personally came , to me known,
who, being by me duly sworn, did depose and say that he is of XXXXXX
BROADCASTING OF MIAMI, INC,, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
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COMMONWEALTH OF MASSACHUSETTS ) ss.:
COUNTY OF SUFFOLK )
On the 31st day of May, 1996, before me personally came , to me known,
who, being by me duly sworn, did depose and say that he is of FRANKLIN
BROADCASTING COMPANY, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.
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STATE OF CONNECTICUT ) ss.:
COUNTY OF HARTFORD )
On the 31st day of May, 1996, before me personally came , to me known,
who, being by me duly sworn, did depose and say that he is a Vice President of
Fleet National Bank of Connecticut, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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