================================================================================
XXXXXXXX BROADCASTING COMPANY, INC.
(as successor to A-3 ACQUISITION, INC.)
As Issuer,
---------
THE SUBSIDIARY GUARANTORS
named herein
AND
STATE STREET BANK AND TRUST COMPANY,
as Trustee
----------
----------------------------------------
FOURTH SUPPLEMENTAL INDENTURE
Dated as of January 7, 1997
----------------------------------------
Supplemental to the Indenture
among
A-3 Acquisition, Inc.,
the Subsidiary Guarantors named therein
and
State Street Bank and Trust Company
dated as of December 21, 1995,
as Supplemented by the
First Supplemental Indenture
dated as of January 5, 1996
the Second Supplemental Indenture
dated as of February 7, 1996
and the Third Supplemental Indenture
dated as of June 30, 1996
================================================================================
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of January 7, 1997, among XXXXXXXX
BROADCASTING COMPANY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal office at 00
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company (the "Trustee"), as Trustee under the
Indenture, dated as of December 21, 1995, among A-3 Acquisition, Inc., the
Trustee and the Subsidiary Guarantors named therein (the "Indenture"), and
XXXXXXXX BROADCASTING OF BUFFALO, INC., a corporation duly organized and
existing under the laws of the State of Delaware, XXXXXXXX BROADCASTING OF
CHARLESTON, INC., a corporation duly organized and existing under the laws of
the State of Delaware, XXXXXXXX BROADCASTING OF DAYTON, INC., a corporation duly
organized and existing under the laws of the State of Delaware, XXXXXXXX
BROADCASTING OF NASHVILLE, INC., a corporation duly organized and existing under
the laws of the State of Tennessee, XXXXXXXX BROADCASTING OF NEVADA, INC., a
corporation duly organized and existing under the laws of the State of Nevada,
XXXXXXXX BROADCASTING OF RICHMOND, INC., a corporation duly organized and
existing under the laws of the State of Delaware, XXXXXXXX BROADCASTING OF
ROCHESTER, INC., a corporation duly organized and existing under the laws of the
State of Delaware, XXXXXXXX BROADCASTING OF TENNESSEE, INC., a corporation duly
organized and existing under the laws of the State of Delaware, XXXXXXXX
BROADCASTING OF UTICA, INC., a corporation duly organized and existing under the
laws of the State of Delaware, XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
XXXXXXXX BROADCASTING MANAGEMENT SERVICES, INC., a corporation duly organized
and existing under the laws of the State of Delaware, and XXXXXXXX BROADCASTING
LICENSE CORP., a corporation duly organized and existing under the laws of the
State of Delaware (collectively, the "Subsidiary Guarantors"), each having its
principal office at 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, except for
Xxxxxxxx Broadcasting of Nevada, Inc., whose principal office is 0000 Xxxxxxxxx
Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000 and CASCOM INTERNATIONAL, INC., a corporation
duly organized and existing under the laws of the State of Tennessee ("Cascom"].
RECITAL OF THE TRUSTEE
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are parties
to that certain Indenture, dated as of December 21, 1995, pertaining to
$125,000,000 principal amount of the Company's 10 1/4% Senior Subordinated Notes
due 2005 (including the related guarantees, the "Securities"), as supplemented
by the First Supplemental Indenture dated as of January 5, 1966, the Second
Supplemental Indenture dated as of February 7, 1996 and the Third Supplemental
Indenture dated as of June 30, 1996.
RECITALS OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND CASCOM
WHEREAS, Cascom is a newly formed, wholly-owned subsidiary of the Company;
WHEREAS, the Company, the Subsidiary Guarantors and Cascom desire, pursuant
to Section 9.01 of the Indenture, to execute this Supplemental Indenture in
order to comply with Section 4.15 of the Indenture; and
WHEREAS, the Company, the Subsidiary Guarantors and Cascom have duly
authorized the execution and delivery of this Supplemental Indenture in order
for Cascom to assume all the obligations of a Subsidiary Guarantor under the
Securities and the Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree for the equal and proportionate benefit
of all Holders of the Securities, as follows:
Section 1. Cascom hereby assumes all the obligations of a Subsidiary
Guarantor, under the Securities and the Indenture; and Cascom may exercise every
right and power of a Successor Guarantor under the Indenture with the same
effect as if Cascom had been named as a Subsidiary Guarantor therein.
Section 2. Any notice or communication by the Trustee to Cascom shall be
addressed as follows:
Cascom International, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
Section 3. From and after the date hereof, the Indenture, as supplemented
by this Supplemental Indenture, shall be read, taken and construed as one and
the same instrument with respect to the Securities.
Section 4. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instruments.
* * * * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year above written.
XXXXXXXX BROADCASTING COMPANY, INC.
XXXXXXXX BROADCASTING OF TENNESSEE, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF BUFFALO, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF CHARLESTON, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF DAYTON, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF NASHVILLE, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF NEVADA, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF RICHMOND, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF ROCHESTER, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF UTICA, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC.,
as Guarantor
XXXXXXXX BROADCASTING MANAGEMENT SERVICES, INC.,
as Guarantor
XXXXXXXX BROADCASTING LICENSE CORP.,
as Guarantor
By: /s/
----------------------------------------
Title: President
CASCOM INTERNATIONAL, INC., as Guarantor
By: /s/
-----------------------------------------
Title: Chief Executive Officer
