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XXXX MEDIA CORPORATION,
as Issuer
XXXX COMMUNICATIONS, INC.,
BANNER RADIO SALES, INC.,
XXXXXXXX RADIO SALES, INC.,
XXXXXXX RADIO SALES, INC.,
CABLE MEDIA CORPORATION,
SELTEL, INC.,
CABLE READY CORPORATION,
THE CABLE COMPANY, INC.,
THE NATIONAL PAYROLL COMPANY,
XXXX INTERNATIONAL LIMITED,
INTERNATIONAL MEDIA SALES LIMITED, and
INDEPENDENT RADIO SALES LIMITED,
as Guarantors,
and
FIRST UNION NATIONAL BANK,
as Trustee
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SUPPLEMENTAL INDENTURE NO. 4
Dated as of December 19, 1996
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$100,000,000
12 3/4% Senior Subordinated Notes due 2002
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SUPPLEMENTAL INDENTURE NO. 4, dated as of December 19, 1996
(the "Supplement") to the Indenture, dated as of November 15, 1992, among XXXX
MEDIA CORPORATION (formerly The Xxxx Corporation), a Delaware corporation, as
Issuer (the "Company"), the Guarantors listed on Schedule I hereto (each
individually a "Guarantor," and collectively the "Guarantors") and FIRST UNION
NATIONAL BANK (formerly, First Fidelity Bank, National Association, New
Jersey), as Trustee (the "Trustee"). Capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Indenture
(as defined herein).
RECITALS
WHEREAS, the Company, each of the Guarantors and the Trustee
entered into an Indenture, dated as of November 15, 1992 as amended by
Supplemental Indenture No. 1 dated May 19, 1994, Supplemental Indenture No. 2
dated August 12, 1994 and Supplemental Indenture No. 3 dated December 13, 1996
(as amended, the "Indenture"), pursuant to which the Company issued
$100,000,000 aggregate principal amount of its 12 3/4% Senior Subordinated
Notes due 2002 (the "Notes");
WHEREAS, Section 5.01 of the Indenture provides that the
Company may merge with or into another entity upon the satisfaction of certain
conditions;
WHEREAS, the Company intends to merge (the "Merger") with and
into Xxxx Capital Corporation, the direct parent of the Company ("KCC"), with
KCC being the surviving corporation of the Merger, and the surviving
corporation being named Xxxx Media Corporation ("KMC");
WHEREAS, simultaneously with the Merger, KMC is entering into
this Supplemental Indenture;
WHEREAS, all acts and things prescribed by the Indenture, by
law and by the Certificate of Incorporation and the Bylaws of the Company and
of the Trustee necessary to make this Supplement a valid instrument legally
binding on KMC, each of the Guarantors and the Trustee, in accordance with its
terms, have been duly done and performed; and
WHEREAS, all conditions precedent to supplement the Indenture
have been met.
NOW, THEREFORE, each party agrees, for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the
Notes, to the foregoing.
ARTICLE 1
ASSUMPTIONS
Section 1.01. Assumption. KMC hereby expressly assumes, by this Supplemental
Indenture No. 4, the due and punctual payment of the principal of, premium, if
any, and interest on all the Notes and the performance and observance of every
covenant of the Indenture to be performed or observed on the part of the
Company.
ARTICLE 2
MISCELLANEOUS
Section 2.01. Effect of this Supplemental Indenture No. 4. This
Supplement is supplemental to the Indenture and does and shall be deemed to
form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes. Except as specifically modified herein, the
Indenture and the Notes are in all respects ratified and confirmed and shall
remain in full force and effect in accordance with their terms.
Section 2.02. Trustee. Except as otherwise expressly provided herein,
no duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Supplement. This Supplement is
executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto. The Trustee assumes no responsibility for the recitals
contained herein, which shall be taken as statements of KMC, and makes no
representation as to the validity or sufficiency of this Supplement.
Section 2.03. Governing Law. The laws of the State of New York shall
govern this Supplement without regard to principles of conflicts of law.
Section 2.04. Counterparts. The parties may sign any number of copies
of this Supplement. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
Section 2.05. Severability. In case one or more of the provisions in
this Supplement shall be held invalid, illegal or unenforceable, in any respect
for any reason, the validity, illegality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.
Section 2.06. Effective Date of this Supplemental Indenture No. 4.
This Supplement shall be effective as of the date set forth above upon
execution by KMC, the Guarantors and the Trustee.
-2-
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed, all as of the date first written above.
XXXX MEDIA CORPORATION,
as surviving entity of
the Merger
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial and Administrative
Officer and Treasurer
XXXX COMMUNICATIONS, INC.,
as Guarantor
BANNER RADIO SALES, INC.,
as Guarantor
XXXXXXXX RADIO SALES, INC.,
as Guarantor
XXXXXXX RADIO SALES, INC.,
as Guarantor
CABLE MEDIA CORPORATION,
as Guarantor
SELTEL, INC.,
as Guarantor
CABLE READY CORPORATION,
as Guarantor
THE CABLE COMPANY, INC.,
as Guarantor
THE NATIONAL PAYROLL COMPANY,
as Guarantor
XXXX INTERNATIONAL LIMITED,
as Guarantor
INTERNATIONAL MEDIA SALES LIMITED,
as Guarantor
INDEPENDENT RADIO SALES LIMITED,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial and Administrative
Officer and Treasurer
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Assistant Vice President
SCHEDULE I
XXXX COMMUNICATIONS, INC.
BANNER RADIO SALES, INC.
XXXXXXXX RADIO SALES, INC.
XXXXXXX RADIO SALES, INC.
CABLE MEDIA CORPORATION
SELTEL, INC.
CABLE READY CORPORATION
THE CABLE COMPANY, INC.
THE NATIONAL PAYROLL COMPANY
XXXX INTERNATIONAL LIMITED
INTERNATIONAL MEDIA SALES LIMITED
INDEPENDENT RADIO SALES LIMITED
