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EXHIBIT 4.3.7.
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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. 6
DATED AS OF APRIL 10, 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. 6, dated as of April 10, 1997 ("Amendment No. 6"), to
the INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"), among
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. In March 1997, the corporate name of Emerald City
Broadcasting Corporation was changed to WNOK Acquisition Company, Inc. All
references in the Indenture shall be to the new corporate name of such entity.
2. In April 1997, the corporate name of Commodore Holdings, Inc.
was changed to Atlantic Star Communications, Inc. All references in the
Indenture shall be to the new corporate name of such entity.
3. In April 1997, the corporate name of Xxxxxx Communications
Corporation was changed to Southern Star Communications, Inc. All references in
the Indenture shall be to the new corporate name of such entity.
4. Capstar Acquisition Company, Inc., a Delaware corporation and
a wholly owned subsidiary of the Company ("Capstar Acquisition"), is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Capstar Acquisition delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 6 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, Capstar
Acquisition shall be deemed a party to the Indenture by virtue of its execution
of this Amendment No. 6 and the defined term the "Guarantor" contained in
Article 1.01 of the Indenture shall be deemed to include Capstar Acquisition.
5. This Amendment No. 6 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.
6. This Amendment No. 6 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.
7. THIS AMENDMENT NO. 6 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).
8. 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. 6. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 6.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to
the Indenture to be duly executed and attested as of the date and year first
written above.
COMMODORE MEDIA, INC.
By: /s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
President
ATTEST:
/s/ Xxxxxxx Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
GUARANTORS:
ATLANTIC STAR COMMUNICATIONS, 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.
By: /s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
President
ATTEST:
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
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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.
MUSIC HALL CLUB, INC.
XXXXXXXX BROADCASTING CORP.
XXXXXX BROADCASTING CORPORATION
XXXXXX SOUND AND COMMUNICATIONS CORP.
XXXXX BROADCASTING CORP.
AMERON BROADCASTING CORPORATION
WNOK ACQUISITION COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
ATTEST:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President, Controller and Secretary
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CAPSTAR ACQUISITION COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Secretary and Treasurer
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By:
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Name:
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Title:
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ATTEST:
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Name:
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Title:
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GUARANTEE
The Guarantor (the "Guarantor," which term includes any successor
Person under the Indenture, dated April 21, 1995, as amended, among Commodore
Media, Inc. and its subsidiaries and IBJ Xxxxxxxx Bank & Trust Company (the
"Indenture")) has 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 Guarantor 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.
GUARANTOR:
CAPSTAR ACQUISITION COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
