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EXHIBIT 4.3.10
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CAPSTAR RADIO BROADCASTING PARTNERS, INC.,
(FORMERLY KNOWN AS COMMODORE MEDIA, INC.) AS ISSUER,
THE PARTIES LISTED
ON THE SIGNATURE PAGES
HERETO AS GUARANTORS,
AS GUARANTORS,
AND
IBJ XXXXXXXX BANK & TRUST COMPANY, AS TRUSTEE
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AMENDMENT NO. 9
DATED AS OF JULY 17, 1997
TO THE
INDENTURE
DATED AS OF APRIL 21, 1995
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$76,808,000
13 1/4% SENIOR SUBORDINATED NOTES DUE 2003
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AMENDMENT NO. 9, dated as of July 17, 1997 ("Amendment No. 9"), to the
INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"), among
CAPSTAR RADIO BROADCASTING PARTNERS, INC. (formerly known as Commodore Media,
Inc.), a Delaware corporation, as Issuer (the "Company"), the parties listed on
the signature pages hereto as Guarantors (each individually, a "Guarantor" and
collectively, the "Guarantors"), and IBJ XXXXXXXX BANK & TRUST COMPANY, a New
York banking corporation, as Trustee (the "Trustee").
Each party agrees for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Company's 13 1/4% Senior
Subordinated Notes due 2003 (the "Notes") to amend, pursuant to Section 8.01(4)
of the Indenture, the Indenture as follows:
1. Central Star Communications, Inc., a Delaware corporation ("Central
Star"), and GulfStar Communications, Inc., a Delaware corporation ("GulfStar")
are wholly-owned subsidiaries of the Company and are Restricted Subsidiaries
acquired or created pursuant to Section 4.14(ii) of the Indenture. Central Star
and GulfStar deliver herewith the Guarantee attached as Exhibit A to this
Amendment No. 9 pursuant to the provisions set forth in Sections 4.14 and 10.04
of the Indenture guaranteeing the obligations of the Company under the
Indenture. For all purposes of the Indenture, Central Star and GulfStar shall
be deemed a party to the Indenture by virtue of their execution of this
Amendment No. 9 and the defined term the "Guarantor" contained in Article 1.01
of the Indenture shall be deemed to include Central Star and GulfStar.
2. GulfStar Communications Holdings, Inc., a Delaware corporation
("GulfStar Holdings"), is a wholly-owned subsidiary of GulfStar and is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. GulfStar Holdings delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, GulfStar
Holdings shall be deemed a party to the Indenture by virtue of its execution of
this Amendment No. 9 and the defined term the "Guarantor" contained in Article
1.01 of the Indenture shall be deemed to include GulfStar Holdings.
3. Each of GulfStar Communications Beaumont, Inc., a Delaware
corporation, ("GulfStar Beaumont"), GulfStar Communications Port Xxxxxx,
Inc., a Delaware corporation, ("GulfStar Port Xxxxxx"), GulfStar Communications
Lufkin, Inc., a Delaware corporation, ("GulfStar Lufkin"), GulfStar
Communications Victoria, Inc., a Delaware corporation, ("GulfStar Victoria"),
GulfStar Communications Tyler, Inc., a Delaware corporation, ("GulfStar
Tyler"), GulfStar Communications Texarkana, Inc., a Delaware corporation,
("GulfStar Texarkana"), GulfStar Communications New Mexico, Inc., a Delaware
corporation, ("GulfStar New Mexico"), GulfStar Communications Arkansas, Inc., a
Delaware corporation, ("GulfStar Arkansas"), GulfStar Communications Corpus
Christi, Inc., a Delaware corporation, ("GulfStar Corpus Christi"), GulfStar
Communications Waco, Inc., a Delaware corporation, ("GulfStar Waco"), GulfStar
Communications Lubbock, Inc., a Delaware corporation, ("GulfStar Lubbock"),
GulfStar Communications Killeen, Inc., a Delaware corporation, ("GulfStar
Killeen"), GulfStar Communications Oklahoma, Inc., a Delaware corporation,
GulfStar Communications Baton Rouge, Inc., a Delaware corporation, ("GulfStar
Baton Rouge"), Xxxxx Broadcasting Operating Company, Inc., a Delaware
corporation, ("Xxxxx Broadcasting"), Sonance Waco Operating Company, Inc., a
Delaware corporation, ("Sonance Waco"), and GulfStar Communications Management,
Inc., a Delaware corporation is a wholly-owned subsidiary of GulfStar Holdings
and a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of
the Indenture (collectively, the "GulfStar Holdings Subsidiaries"). Each of the
GulfStar Holdings Subsidiaries delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, each of the
GulfStar Holdings Subsidiaries shall be deemed a party to the Indenture by
virtue of its execution of this Amendment
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No. 9 and the defined term the "Guarantor" contained in Article 1.01 of
the Indenture shall be deemed to include each of the GulfStar Holdings
Subsidiaries.
4. GulfStar Communications Beaumont Licensee, Inc., a Texas
corporation ("GulfStar Beaumont Licensee"), is a wholly-owned subsidiary of
GulfStar Beaumont and is a Restricted Subsidiary acquired or created pursuant
to Section 4.14(ii) of the Indenture. GulfStar Beaumont Licensee delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant
to the provisions set forth in Sections 4.14 and 10.04 of the Indenture
guaranteeing the obligations of the Company under the Indenture. For all
purposes of the Indenture, GulfStar Beaumont Licensee shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 9 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include GulfStar Beaumont Licensee.
5. GulfStar Communications Port Xxxxxx Licensee, Inc., a Texas
corporation ("GulfStar Port Xxxxxx Licensee"), is a wholly-owned subsidiary of
GulfStar Port Xxxxxx and is a Restricted Subsidiary acquired or created
pursuant to Section 4.14(ii) of the Indenture. GulfStar Port Xxxxxx Licensee
delivers herewith the Guarantee attached as Exhibit A to this Amendment No. 9
pursuant to the provisions set forth in Sections 4.14 and 10.04 of the
Indenture guaranteeing the obligations of the Company under the Indenture. For
all purposes of the Indenture, GulfStar Port Xxxxxx Licensee shall be deemed a
party to the Indenture by virtue of its execution of this Amendment No. 9 and
the defined term the "Guarantor" contained in Article 1.01 of the Indenture
shall be deemed to include GulfStar Port Xxxxxx Licensee.
6. GulfStar Communications Lufkin Licensee, Inc., a Texas corporation
("GulfStar Lufkin Licensee"), is a wholly-owned subsidiary of GulfStar Lufkin
and is a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii)
of the Indenture. GulfStar Lufkin Licensee delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 9 pursuant to the provisions set
forth in Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations
of the Company under the Indenture. For all purposes of the Indenture, GulfStar
Lufkin Licensee shall be deemed a party to the Indenture by virtue of its
execution of this Amendment No. 9 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include GulfStar
Lufkin Licensee.
7. GulfStar Communications Victoria Licensee, Inc., a Texas
corporation ("GulfStar Victoria Licensee"), is a wholly-owned subsidiary
of GulfStar Victoria and is a Restricted Subsidiary acquired or created
pursuant to Section 4.14(ii) of the Indenture. GulfStar Victoria Licensee
delivers herewith the Guarantee attached as Exhibit A to this Amendment No. 9
pursuant to the provisions set forth in Sections 4.14 and 10.04 of the
Indenture guaranteeing the obligations of the Company under the Indenture. For
all purposes of the Indenture, GulfStar Victoria Licensee shall be deemed a
party to the Indenture by virtue of its execution of this Amendment No. 9 and
the defined term the "Guarantor" contained in Article 1.01 of the Indenture
shall be deemed to include GulfStar Victoria Licensee.
8. GulfStar Communications Tyler Licensee, Inc., a Texas corporation
("GulfStar Tyler Licensee"), is a wholly-owned subsidiary of GulfStar Tyler and
is a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of
the Indenture. GulfStar Tyler Licensee delivers herewith the Guarantee attached
as Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, GulfStar Tyler
Licensee shall be deemed a party to the Indenture by virtue of its execution of
this Amendment No. 9 and the defined term the "Guarantor" contained in Article
1.01 of the Indenture shall be deemed to include GulfStar Tyler Licensee.
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9. GulfStar Communications Texarkana Licensee, Inc., a Texas
corporation ("GulfStar Texarkana Licensee"), is a wholly-owned subsidiary of
GulfStar Texarkana and is a Restricted Subsidiary acquired or created pursuant
to Section 4.14(ii) of the Indenture. GulfStar Texarkana Licensee delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant
to the provisions set forth in Sections 4.14 and 10.04 of the Indenture
guaranteeing the obligations of the Company under the Indenture. For all
purposes of the Indenture, GulfStar Texarkana Licensee shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 9 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include GulfStar Texarkana Licensee.
10. GulfStar Communications New Mexico Licensee, Inc., a New Mexico
corporation ("GulfStar New Mexico Licensee"), is a wholly-owned subsidiary of
GulfStar New Mexico and is a Restricted Subsidiary acquired or created pursuant
to Section 4.14(ii) of the Indenture. GulfStar New Mexico Licensee delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant
to the provisions set forth in Sections 4.14 and 10.04 of the Indenture
guaranteeing the obligations of the Company under the Indenture. For all
purposes of the Indenture, GulfStar New Mexico Licensee shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 9 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include GulfStar New Mexico Licensee.
11. GulfStar Communications Arkansas Licensee, Inc., an Arkansas
corporation ("GulfStar Arkansas Licensee"), is a wholly-owned subsidiary of
GulfStar Arkansas and is a Restricted Subsidiary acquired or created pursuant
to Section 4.14(ii) of the Indenture. GulfStar Arkansas Licensee delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant
to the provisions set forth in Sections 4.14 and 10.04 of the Indenture
guaranteeing the obligations of the Company under the Indenture. For all
purposes of the Indenture, GulfStar Arkansas Licensee shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 9 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture
shall be deemed to include GulfStar Arkansas Licensee.
12. GulfStar Communications Corpus Christi Licensee, Inc., a Texas
corporation ("GulfStar Corpus Christi Licensee"), is a wholly-owned subsidiary
of GulfStar Corpus Christi and is a Restricted Subsidiary acquired or created
pursuant to Section 4.14(ii) of the Indenture. GulfStar Corpus Christi Licensee
delivers herewith the Guarantee attached as Exhibit A to this Amendment No. 9
pursuant to the provisions set forth in Sections 4.14 and 10.04 of the
Indenture guaranteeing the obligations of the Company under the Indenture. For
all purposes of the Indenture, GulfStar Corpus Christi Licensee shall be deemed
a party to the Indenture by virtue of its execution of this Amendment No. 9 and
the defined term the "Guarantor" contained in Article 1.01 of the Indenture
shall be deemed to include GulfStar Corpus Christi Licensee.
13. GulfStar Communications Waco Licensee, Inc., a Texas corporation
("GulfStar Waco Licensee"), is a wholly-owned subsidiary of GulfStar Waco and
is a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of
the Indenture. GulfStar Waco Licensee delivers herewith the Guarantee attached
as Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, GulfStar Waco
Licensee shall be deemed a party to the Indenture by virtue of its execution of
this Amendment No. 9 and the defined term the "Guarantor" contained in Article
1.01 of the Indenture shall be deemed to include GulfStar Waco Licensee.
14. GulfStar Communications Lubbock Licensee, Inc., a Delaware
corporation ("GulfStar Lubbock Licensee"), is a wholly-owned subsidiary of
GulfStar Lubbock and is a Restricted Subsidiary acquired or created pursuant to
Section 4.14(ii) of the Indenture. GulfStar Lubbock Licensee delivers herewith
the
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Guarantee attached as Exhibit A to this Amendment No. 9 pursuant to the
provisions set forth in Sections 4.14 and 10.04 of the Indenture guaranteeing
the obligations of the Company under the Indenture. For all purposes of the
Indenture, GulfStar Lubbock Licensee shall be deemed a party to the Indenture
by virtue of its execution of this Amendment No. 9 and the defined term the
"Guarantor" contained in Article 1.01 of the Indenture shall be deemed to
include GulfStar Lubbock Licensee.
15. GulfStar Communications Killeen Licensee, Inc., a Delaware
corporation ("GulfStar Killeen Licensee"), is a wholly-owned subsidiary of
GulfStar Killeen and is a Restricted Subsidiary acquired or created pursuant to
Section 4.14(ii) of the Indenture. GulfStar Killeen Licensee delivers herewith
the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant to the
provisions set forth in Sections 4.14 and 10.04 of the Indenture guaranteeing
the obligations of the Company under the Indenture. For all purposes of the
Indenture, GulfStar Killeen Licensee shall be deemed a party to the Indenture
by virtue of its execution of this Amendment No. 9 and the defined term the
"Guarantor" contained in Article 1.01 of the Indenture shall be deemed to
include GulfStar Killeen Licensee.
16. Xxxxx Broadcasting License Subsidiary, Inc., a Delaware
corporation ("Xxxxx Broadcasting License"), is a wholly-owned subsidiary of
Xxxxx Broadcasting and is a Restricted Subsidiary acquired or created pursuant
to Section 4.14(ii) of the Indenture. Xxxxx Broadcasting License delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 9 pursuant
to the provisions set forth in Sections 4.14 and 10.04 of the Indenture
guaranteeing the obligations of the Company under the Indenture. For all
purposes of the Indenture, Xxxxx Broadcasting License shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 9 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include Xxxxx Broadcasting License.
17. Sonance Waco License Subsidiary, Inc., a Delaware corporation
("Sonance Waco License"), is a wholly-owned subsidiary of Sonance Waco and is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Sonance Waco License delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, Sonance Waco
License shall be deemed a party to the Indenture by virtue of its execution of
this Amendment No. 9 and the defined term the "Guarantor" contained in Article
1.01 of the Indenture shall be deemed to include Sonance Waco License.
18. Each of GulfStar Communications Baton Rouge Licensee, Inc., a
Louisiana corporation, and Baton Rouge Broadcasting Company, Inc., a Louisiana
corporation, is a wholly-owned subsidiary of GulfStar Baton Rouge and a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture (collectively, the "GulfStar Baton Rouge Subsidiaries"). Each of the
GulfStar Baton Rouge Subsidiaries delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 9 pursuant to the provisions set forth in
Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations of the
Company under the Indenture. For all purposes of the Indenture, each of the
GulfStar Baton Rouge Subsidiaries shall be deemed a party to the Indenture by
virtue of its execution of this Amendment No. 9 and the defined term the
"Guarantor" contained in Article 1.01 of the Indenture shall be deemed to
include each of the GulfStar Baton Rouge Subsidiaries.
19. This Amendment No. 9 supplements the Indenture and shall be a part
and subject to all the terms thereof. Except as supplemented hereby, the
Indenture and the Securities issued thereunder shall continue in full force and
effect.
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20. This Amendment No. 9 may be executed in counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
21. THIS AMENDMENT NO. 9 SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION).
22. The Trustee shall not be responsible for any recital herein as
such recitals shall be taken as statements of the Company, or the validity of
the execution by the Guarantors of this Amendment No. 9. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 9.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 9 to
the Indenture to be duly executed and attested as of the date and year first
written above.
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
ATTEST:
/s/ XXXXX XXXXXX
----------------------------------
Xxxxx Xxxxxx
Assistant Secretary
GUARANTORS:
ATLANTIC STAR COMMUNICATIONS, INC.
CAPSTAR ACQUISITION COMPANY, INC.
COMMODORE MEDIA OF DELAWARE, INC
COMMODORE MEDIA OF PENNSYLVANIA, INC.
COMMODORE MEDIA FLORIDA, INC.
COMMODORE MEDIA OF KENTUCKY, INC.
COMMODORE MEDIA OF NORWALK, INC.
COMMODORE MEDIA OF WESTCHESTER, INC.
DANBURY BROADCASTING, INC
PACIFIC STAR COMMUNICATIONS, INC.
CENTRAL STAR COMMUNICATIONS, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
----------------------------------
Xxxxx Xxxxxx
Assistant Secretary
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SOUTHERN STAR COMMUNICATIONS, INC.
ATLANTIC CITY BROADCASTING CORP.
O.C.C., INC.
BREADBASKET BROADCASTING CORPORATION
SOUTHEAST RADIO HOLDING CORP.
HOUNDSTOOTH BROADCASTING CORPORATION
SNG HOLDINGS, INC.
XXXXXX ENTERTAINMENT ENTERPRISES
CORPORATION
ORANGE COMMUNICATIONS, INC.
MOUNTAIN RADIO CORPORATION
XXXXXX COMMUNICATIONS HOLDING CORP.
RKZ TELEVISION, INC.
YELLOW BRICK RADIO CORPORATION
ASHEVILLE BROADCASTING CORP.
CORKSCREW BROADCASTING CORPORATION
DAYTONA BEACH BROADCASTING CORP.
RAINBOW BROADCASTING CORPORATION
GREAT AMERICAN EAST, INC.
XXXXXX BROADCASTING CORPORATION
SHORT BROADCASTING CORPORATION
JAMBOREE IN THE HILLS, INC
XXXXXXXX BROADCASTING CORP.
XXXXXX BROADCASTING CORPORATION
XXXXXX SOUND AND COMMUNICATIONS CORP.
XXXXX BROADCASTING CORP.
AMERON BROADCASTING CORPORATION
WNOK ACQUISITION COMPANY, INC.
DIXIE BROADCASTING, INC.
RADIO WBHP, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
----------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
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MOUNTAIN LAKES BROADCASTING, L.L.C.
By: Dixie Broadcasting, Inc.,
its Member
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
By: Radio WBHP, Inc.,
its Member
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
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MUSIC HALL CLUB, INC.
By: /s/ XXXXX XXXXXXXX
----------------------------------------
Xxxxx Xxxxxxxx
President
ATTEST:
/s/ XXXXX XXXXXXXX
---------------------------------
Xxxxx Xxxxxxxx
Secretary and Treasurer
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GULFSTAR COMMUNICATIONS, INC.
GULFSTAR COMMUNICATIONS HOLDINGS, INC.
GULFSTAR COMMUNICATIONS MANAGEMENT, INC.
GULFSTAR COMMUNICATIONS BEAUMONT, INC.
GULFSTAR COMMUNICATIONS LUFKIN, INC.
GULFSTAR COMMUNICATIONS PORT XXXXXX, INC.
GULFSTAR COMMUNICATIONS TEXARKANA, INC.
GULFSTAR COMMUNICATIONS TYLER, INC.
GULFSTAR COMMUNICATIONS VICTORIA, INC.
GULFSTAR COMMUNICATIONS BATON ROUGE, INC.
BATON ROUGE BROADCASTING COMPANY, INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI, INC.
GULFSTAR COMMUNICATIONS WACO, INC.
GULFSTAR COMMUNICATIONS ARKANSAS, INC.
GULFSTAR COMMUNICATIONS NEW MEXICO, INC.
GULFSTAR COMMUNICATIONS KILLEEN, INC.
GULFSTAR COMMUNICATIONS LUBBOCK, INC.
SONANCE WACO OPERATING COMPANY, INC.
XXXXX BROADCASTING OPERATING COMPANY, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA, INC.
GULFSTAR COMMUNICATIONS BEAUMONT LICENSEE,
INC.
GULFSTAR COMMUNICATIONS LUFKIN LICENSEE, INC.
GULFSTAR COMMUNICATIONS PORT XXXXXX LICENSEE,
INC.
GULFSTAR COMMUNICATIONS TEXARKANA LICENSEE,
INC.
GULFSTAR COMMUNICATIONS TYLER LICENSEE, INC.
GULFSTAR COMMUNICATIONS VICTORIA LICENSEE, INC.
GULFSTAR COMMUNICATIONS BATON ROUGE LICENSEE,
INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI
LICENSEE, INC.
GULFSTAR COMMUNICATIONS WACO LICENSEE, INC.
GULFSTAR COMMUNICATIONS ARKANSAS LICENSEE,
INC.
GULFSTAR COMMUNICATIONS NEW MEXICO LICENSEE
GULFSTAR COMMUNICATIONS KILLEEN LICENSEE, INC.
GULFSTAR COMMUNICATIONS LUBBOCK LICENSEE, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA LICENSEE,
INC.
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SONANCE WACO LICENSE SUBSIDIARY, INC.
XXXXX BROADCASTING LICENSE SUBSIDIARY, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
----------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
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IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ XXXXXXX XXXXXXXXX
-----------------------------------------
Name: Xxxxxxx XxXxxxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
ATTEST:
/s/ XXX XXXXXX
---------------------------------
Name: Xxx Xxxxxx
---------------------------
Title: Asst. Secretary
---------------------------
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EXHIBIT A
GUARANTEE
The Guarantors (the "Guarantors," which term includes any successor
Person under the Indenture, dated April 21, 1995, as amended, among Capstar
Radio Broadcasting Partners, Inc. and its subsidiaries and IBJ Xxxxxxxx Bank &
Trust Company (the "Indenture")) have unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of and interest on the Notes, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal, and, to the extent permitted by law, interest, and the due
and punctual performance of all other obligations of the Company to the
Noteholders or the Trustee all in accordance with the terms set forth in Article
10 of the Indenture, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Noteholders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee. Terms used and not defined herein shall
have the meaning set forth in the Indenture.
GUARANTORS:
CENTRAL STAR COMMUNICATIONS, INC.
GULFSTAR COMMUNICATIONS, INC.
GULFSTAR COMMUNICATIONS HOLDINGS, INC.
GULFSTAR COMMUNICATIONS BEAUMONT, INC.
GULFSTAR COMMUNICATIONS PORT XXXXXX, INC.
GULFSTAR COMMUNICATIONS LUFKIN, INC.
GULFSTAR COMMUNICATIONS VICTORIA, INC.
GULFSTAR COMMUNICATIONS TYLER, INC.
GULFSTAR COMMUNICATIONS TEXARKANA, INC.
GULFSTAR COMMUNICATIONS NEW MEXICO, INC.
GULFSTAR COMMUNICATIONS ARKANSAS, INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI, INC.
GULFSTAR COMMUNICATIONS WACO, INC.
GULFSTAR COMMUNICATIONS LUBBOCK, INC.
GULFSTAR COMMUNICATIONS KILLEEN, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA, INC.
XXXXX BROADCASTING OPERATING COMPANY, INC.
SONANCE WACO OPERATING COMPANY, INC.
GULFSTAR COMMUNICATIONS MANAGEMENT, INC.
GULFSTAR COMMUNICATIONS BATON ROUGE, INC.
GULFSTAR COMMUNICATIONS BEAUMONT LICENSEE, INC.
GULFSTAR COMMUNICATIONS PORT XXXXXX
LICENSEE, INC.
GULFSTAR COMMUNICATIONS LUFKIN LICENSEE, INC.
GULFSTAR COMMUNICATIONS VICTORIA LICENSEE, INC.
GULFSTAR COMMUNICATIONS TYLER LICENSEE, INC.
GULFSTAR COMMUNICATIONS TEXARKANA LICENSEE, INC.
GULFSTAR COMMUNICATIONS NEW MEXICO LICENSEE, INC.
GULFSTAR COMMUNICATIONS ARKANSAS LICENSEE, INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI
LICENSEE, INC.
GULFSTAR COMMUNICATIONS WACO LICENSEE, INC.
GULFSTAR COMMUNICATIONS LUBBOCK LICENSEE, INC.
GULFSTAR COMMUNICATIONS KILLEEN LICENSEE, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA LICENSEE, INC.
XXXXX BROADCASTING LICENSE SUBSIDIARY, INC.
SONANCE WACO LICENSE SUBSIDIARY, INC.
GULFSTAR COMMUNICATIONS BATON ROUGE
LICENSEE, INC.
BATON ROUGE BROADCASTING COMPANY, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
