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EXHIBIT 4.8
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated
as of October 15, 1999, by and between SPANISH BROADCASTING SYSTEM, INC., a
Delaware corporation (the "Company"), the Guarantors and THE BANK OF NEW YORK, a
banking organization organized under the laws of New York, as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, in accordance with Section 9.02 of the Indenture,
relating to the 11% Senior Notes due 2004, Series B (the "Notes") of the
Company, dated as of March 15, 1997, by and between the Company, the Guarantor
Subsidiaries and the Trustee (the "Indenture"), the Trustee, the Guarantor
Subsidiaries, the Company and the Holders of more than a majority in principal
amount of the Notes outstanding as of the date hereof desire to amend certain
terms of the Indenture as described below (the "Proposed Amendments"); and
WHEREAS, the Company intends to consummate a series of
reorganization transactions (collectively, the "Reorganization") designed to
simplify its corporate and capital structure, which include among other
transactions: (i) the redesignation of the Company's previously outstanding
shares of Class A Common Stock into shares of currently outstanding Class B
Common Stock and the fifty-to-one stock split of the Company's Class B Common
Stock; (ii) an initial public offering of the Company's Class A Common Stock,
par value $.0001 per share (the "IPO"), as described in the registration
statement on Form S-1 originally filed on August 18, 1999 (Registration No.
333-85499), as amended, with the Securities and Exchange Commission (the
"Commission"); (iii) a public offering by the Company of $235.0 million
aggregate principal amount of its senior subordinated notes due 2009 (the "Debt
Offering"), as described in the registration statement on Form S-1 originally
filed on August 18, 1999 (Registration No. 333-85519), as amended, with the
Commission; (iv) the use by the Company of the net proceeds of the IPO to redeem
its 14 1/4% Senior Exchangeable Preferred Stock; and (v) a concurrent tender
offer for the Company's 12 1/2% Senior Notes due 2002 (the "12 1/2% Notes").
WHEREAS, the Company has solicited (the "Solicitation")
consents from the Holders to the amendments contained in this Supplemental
Indenture and the Company has received consents from Holders of more than a
majority in principal amount of the Notes outstanding as of the date hereof; and
WHEREAS, the Board of Directors of the Company has authorized
this Supplemental Indenture; and
WHEREAS, concurrent with the Solicitation, the Company has
offered to purchase for cash any and all of the outstanding Notes from the
Holders thereof upon the terms
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and conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated September 30, 1999, as amended from time to time (the "Offer");
and
WHEREAS, it is intended that this Supplemental Indenture
become effective upon acceptance for purchase by the Company pursuant to the
Offer of the Notes tendered into the Offer; and
WHEREAS, all things necessary to make this Supplemental
Indenture a valid supplement to the Indenture according to its terms and the
terms of the Indenture have been done:
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.
SECTION 2. Deletion of Certain Definitions. The following
definitions in Section 1.01 of the Indenture are hereby deleted in their
entirety:
Acquisition Indebtedness
Affiliate Transaction
Attributable Debt
Bank Indebtedness
Capitalized Lease Obligations
Certificate of Designation
Consolidated Interest Expense
Consolidated Net Income
Credit Facility
EBITDA
Exchange Debentures
fair market value
FCC
Independent Financial Advisor
Infinity Note
Investments
Net income
Old Warrants
Permitted Investments
Permitted Liens
Property
Ratio Indebtedness
Redeemable Dividend
Refinancing Indebtedness
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Restricted Payment
Sale and Leaseback Transaction
Senior Preferred Stock
Temporary Cash Investments
Warrants
Wholly Owned Subsidiary
SECTION 3. Amendment of Certain Definitions. The following
definition in Section 1.01 of the Indenture shall be amended as indicated:
Guarantee. The text of the definition of Guarantee is hereby
restated to read in its entirety as follows:
"Guarantee" means an unconditional guarantee
executed by an Unrestricted Subsidiary.
SECTION 4. Waiver of Application of Covenants. Subject to
Section 9(b) hereof, the application of the covenants contained in the Indenture
is hereby waived to the extent required to effect the Reorganization that is
consummated substantially concurrently with the consummation of the Offer (the
"Waiver").
SECTION 5. Deletion of Certain Covenants. The text of Sections
4.03 (Limitation on Additional Indebtedness), 4.04 (Limitation on Restricted
Payments), 4.05 (Corporate Existence), 4.06 (Payment of Taxes and Other Claims),
4.07 (Maintenance of Properties and Insurance), 4.08 (Compliance Certificate;
Notice of Default), 4.09 (Compliance with Laws), 4.10 (SEC Reports), 4.11
(Waiver of Stay, Extension or Usury Laws), 4.13 (Limitation on Investments),
4.14 (Limitation on Preferred Stock of Restricted Subsidiaries), 4.15
(Limitation on Liens), 4.18 (Limitations on Transactions with Affiliates), 4.19
(Limitation on Creation of Subsidiaries), 4.20 (Limitation on Capital Stock of
Restricted Subsidiaries), 4.21 (Lines of Business), 4.22 (Payment for Consent)
and 4.23 (Limitation on Sale and Lease-Back Transactions) of the Indenture is
hereby deleted in its entirety and is hereby replaced, in each such Section,
with "[Intentionally Deleted by Amendment]."
SECTION 6. Deletion of Certain Restrictions with Respect to
Mergers and Consolidations. The text of Sections 5.01(a)(ii) and 5.01(c)(iv)
(Limitations on Mergers and Consolidations) of the Indenture are hereby deleted
in their entirety and replaced with "[Intentionally Deleted by Amendment]."
SECTION 7. Deletion of Certain Events of Default. The text of
paragraphs (3), (4) and (7) of Section 6.01 of the Indenture are hereby deleted
in their entirety and are hereby replaced with "[Intentionally Deleted by
Amendment]." Any reference to the text "or any Restricted Subsidiary" in
paragraphs 6.01(5) and (6) is hereby deleted in its entirety.
SECTION 8. Deletion of Certain Cross-References. Any reference
to Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14,
4.15, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01(a)(ii), 5.01(c)(iv), 6.01(3),
6.01(4) and 6.01(7) in the Indenture is hereby deleted.
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SECTION 9. Effect of Supplemental Indenture. (a) Upon the
execution and delivery of this Supplemental Indenture by the Company, the
Guarantors and the Trustee, the Indenture shall be amended and supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby, as hereby amended and supplement; provided, however, the Proposed
Amendments, except as described in (b) with respect to the Waiver, shall not
become operative until the Company has notified the Trustee that it has accepted
for payment at least a majority of the outstanding principal amount of the
Securities pursuant to the offer to purchase for cash any and all of the Notes,
(and at such time the Proposed Amendments shall automatically become operative
without the requirement of any further action by or notice to the Company, the
Guarantor Subsidiaries, the Trustee or any Holder of Securities).
(b) The Waiver shall become operative immediately upon
execution and delivery of this Supplemental Indenture by the Company, the
Guarantors and the Trustee. However, if the Offer is terminated or withdrawn or
the tendered Notes are not accepted for payment pursuant to the Offer, the
Waiver will cease to be operative.
SECTION 10. Governing Law. This Supplemental Indenture shall
be governed by the laws of the State of New York.
SECTION 11. Counterparts. This Supplemental Indenture may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
SPANISH BROADCASTING SYSTEM, INC.
a Delaware corporation
By: /S/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM, INC.
a New Jersey corporation
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF
CALIFORNIA, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF
FLORIDA, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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SPANISH BROADCASTING SYSTEM
NETWORK, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SBS PROMOTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SBS OF GREATER NEW YORK, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF
ILLINOIS, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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SPANISH BROADCASTING SYSTEM OF
GREATER MIAMI, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF
SAN ANTONIO, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF
PUERTO RICO, INC. a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
SPANISH BROADCASTING SYSTEM OF PUERTO
RICO, INC. a Puerto Rico corporation
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
JUJU MEDIA, INC.
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
