EXHIBIT 4.2
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HEARST-ARGYLE TELEVISION, INC.
And
BANK OF MONTREAL TRUST COMPANY
Trustee
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First Supplemental Indenture
Dated as of November 13, 1997
to Indenture
Dated as of November 13, 1997
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Relating to
$125,000,000 7% Senior Notes Due 2007
and to
$175 ,000,000 7 1/2% Debentures Due 2027
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FIRST SUPPLEMENTAL INDENTURE, dated as of November 13, 1997 ("First
Supplemental Indenture"), to the Indenture, dated as of November 13, 1997,
between HEARST-ARGYLE TELEVISION, INC., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), having its principal office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and BANK OF MONTREAL TRUST COMPANY, a corporation duly organized
and existing under the laws of the State of New York, as Trustee hereunder
(hereinafter called the "Trustee"), having its Corporate Trust Office at 00 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of November 13, 1997 (the "Indenture"), providing
for the issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness (the "Securities") to be issued in one or more series
as therein provided;
WHEREAS, Section 9.1 of the Indenture provides that the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into an indenture supplemental to the Indenture
without the consent of any Holders (as defined in the Indenture) to establish
the form or terms of Securities of any series;
WHEREAS, the Company has duly authorized the creation of (i) an issue
of its Securities to be known as the 7% Senior Notes Due 2007 (the "2007 Notes")
and (ii) an issue of its Securities to be known as the 7 1/2% Debentures Due
2027 (the "2027 Debentures" and, together with the 2007 Notes, the "Notes") and
to provide therefor, the Company has duly authorized the execution and delivery
of this First Supplemental Indenture; and
WHEREAS, all things necessary to make the Notes, when executed by the
Company and authenticated and delivered in accordance with Section 3.3 of the
Indenture and duly issued by the Company, the valid obligations of the Company,
and to make this First Supplemental Indenture a valid agreement of the Company,
in accordance with their and its terms, have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes as follows:
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1. Definitions.
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a. Terms.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes, as the case may be.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means Credit Suisse First Boston
Corporation or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee.
"Reference Treasury Dealer" means (i) Credit Suisse First Boston
Corporation, X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated and their respective successors, provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
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"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
b. Capitalized terms used but not defined in this First Supplemental
Indenture shall have the meanings ascribed to them in the Indenture.
c. References in this First Supplemental Indenture to section numbers shall
be deemed to be references to section numbers of this First Supplemental
Indenture unless otherwise specified.
d. In the case of capitalized terms defined in this First Supplemental
Indenture that are also defined in the Indenture, the meanings ascribed to such
terms in this First Supplemental Indenture shall apply with respect to the
Notes.
2. The Securities.
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a. In accordance with Section 3.1, there is hereby created a series of
Securities under the Indenture with the following terms:
i. the title of the series of Securities created hereby is the "7%
Senior Notes Due 2007";
ii. the aggregate principal amount of the 2007 Notes which may be
authenticated and delivered (except for 2007 Notes authenticated and delivered
upon registration or transfer of, or in exchange for, or in lieu of, other 2007
Notes pursuant to Sections 3.4, 3.5 or 3.6 of the Indenture) is limited to
$125,000,000;
iii. the principal of the 2007 Notes shall be payable on November 15,
2007 unless earlier repaid in accordance with the Indenture, as modified by this
First Supplemental Indenture;
iv. the 2007 Notes shall accrue interest at the rate of 7% per annum
(computed on the basis of a 360-day year consisting of twelve 30-day months),
and interest on the 2007 Notes will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or
if no interest has been paid, from November 13, 1997, as the case may be, and
will be payable in cash semi-annually in arrears on May 15 and November 15 of
each year (the "Interest Payment Dates"), commencing on May 15, 1998, to the
Holders of record on the immediately preceding May 1 and November 1,
respectively (the "Regular Record Dates"), until principal thereof is paid or
duly provided for. Interest on any overdue principal or premium shall be payable
on demand;
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v. the Place of Payment of the 2007 Notes, and the place where the 2007
Notes may be surrendered for registration of transfer and where the 2007 Notes
may be surrendered for exchange and where notices or demands may be served to or
upon the Company with respect to the 2007 Notes, shall be the Corporate Trust
Office of the Trustee in the City of New York, New York, which office on the
date hereof is located at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000;
vi. the 2007 Notes shall be issuable only in denominations of $1,000
principal amount and any integral multiple thereof;
vii. payment of the principal of (and premium, if any) or interest on the
2007 Notes shall be denominated and payable only in Dollars;
viii. except as stated in this First Supplemental Indenture, the 2007
Notes do not contain any provisions granting special rights to the Holders
thereof;
ix. with respect to the 2007 Notes, there shall not be any deletions from,
modifications of, or additions to the Events of Default or covenants of the
Company set forth in the Indenture;
x. no portion of the 2007 Notes is convertible into Common Stock or
Preferred Stock; and
xi. the additional provisions set forth below in Sections 3 through 10
shall apply to the 2007 Notes.
b. In accordance with Section 3.1 of the Indenture, there is hereby
created a series of Securities under the Indenture with the following terms:
i. the title of the series of Securities created hereby is the "7 1/2%
Debentures Due 2027;"
ii. the aggregate principal amount of the 2027 Debentures which may be
authenticated and delivered (except for 2027 Debentures authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 2027 Debentures pursuant to Sections 3.4, 3.5 or 3.6 of the Indenture) is
limited to $175,000,000;
iii. the principal of the 2027 Debentures shall be payable on November 15,
2027 unless earlier repaid in accordance with the Indenture, as modified by this
First Supplemental Indenture;
iv. the 2027 Debentures shall accrue interest at the rate of 7 1/2% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), and
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interest on the 2027 Debentures will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or
if no interest has been paid, from November 13, 1997, as the case may be, and
will be payable in cash semi-annually in arrears on May 15 and November 15 of
each year (the "Interest Payment Dates"), commencing on May 15, 1998, to the
Holders of record on the immediately preceding May 1 and November 1,
respectively (the "Regular Record Dates"), until principal thereof is paid or
duly provided for. Interest on any overdue principal or premium shall be payable
on demand;
v. the Place of Payment of the 2027 Debentures, and the place where the
2027 Debentures may be surrendered for registration of transfer and where the
2027 Debentures may be surrendered for exchange and where notices or demands may
be served to or upon the Company with respect to the 2027 Debentures, shall be
the Corporate Trust Office of the Trustee in the City of New York, New York,
which office on the date hereof is located at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000;
vi. the 2027 Debentures shall be issuable only in denominations of $1,000
principal amount and any integral multiple thereof;
vii. payment of the principal of (and premium, if any) or interest on the
2027 Debentures shall be denominated and payable only in Dollars;
viii. except as stated in this First Supplemental Indenture, the 2027
Debentures do not contain any provisions granting special rights to the Holders
thereof;
ix. with respect to the 2027 Debentures, there shall not be any deletions
from, modifications of, or additions to the Events of Default or covenants of
the Company set forth in the Indenture;
x. no portion of the 2027 Debentures is convertible into Common Stock or
Preferred Stock; and
xi. the additional provisions set forth below in Sections 3 through 10
shall apply to the 2027 Debentures.
c. All of the covenants, agreements and provisions of this First
Supplemental Indenture shall be deemed to be and construed as part of the
Indenture to the same extent as if fully set forth verbatim therein and shall be
fully enforceable in the manner provided in the Indenture. To the extent not
expressly amended or modified by this First Supplemental Indenture, the
Indenture shall remain in full force and effect.
3. Optional Redemption.
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a. The 2007 Notes and the 2027 Debentures will be redeemable, as a whole
or in part, at the option of the Company at any time, at a redemption price
equal to the greater of:
i. 100% of their principal amount; or
ii. as determined by an Independent Investment Banker, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points in the case of the 2007 Notes and 25 basis points in the case of
the 2027 Debentures, plus in the case of each of clauses (i) and (ii) accrued
interest to the date of redemption.
b. Interest will cease to accrue on the 2007 Notes and 2027 Debentures (or
any portion thereof), if so called for redemption.
c. The Notes are not subject to any sinking fund.
d. Holders of 2007 Notes and 2027 Debentures to be redeemed will receive
notice thereof by first-class mail at least 30 and not more than 60 days prior
to the date fixed for redemption.
e. Unless the Company defaults in the payment of the redemption price, on or
after the applicable redemption date, interest will cease to accrue on Notes or
portions thereof called for redemption.
4. Book-Entry System.
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The 2007 Notes and the 2027 Debentures will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of The
Depository Trust Company (the "Depositary"). The Depository is a limited-
purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary holds securities
that its participants (the "Direct Participants") deposit with the Depository.
The Depositary also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in the Direct Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
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The Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depositary's system is
also available to other securities brokers and dealers, banks and trust
companies that clear through, or maintain a custodial relationship with, a
Direct Participant, either directly or indirectly (the "Indirect Participants,"
and together with the Direct Participants, the "Participants"). The rules
applicable to the Depositary and its Participants are on file with the U.S.
Securities and Exchange Commission.
Purchases of the Notes within the Depositary's system must be made by or
through Direct Participants, which will receive a credit for the Notes on the
Depositary's records. The ownership interest of each actual purchaser of each
Note (a "Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' respective records. Beneficial Owners will not receive written
confirmation from the Depositary of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interest in the Notes are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interest in Notes except in the event that use of the book-entry system for the
Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct Participants
with the Depositary will be registered in the name of Cede & Co. The deposit of
the Notes with the Depositary and their registration in the name of Cede & Co.
effect no change in beneficial ownership. The Depositary has no knowledge of the
actual Beneficial Owners of the Notes; the Depositary's records reflect only the
identity of the Direct Participants to whose accounts such Notes are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the Notes
are being redeemed, the Depositary's practice is to determine by lot the amount
of the interest of each Direct Participant in such series to be redeemed.
Neither the Depositary nor Cede & Co. will consent or vote with respect to the
Notes. Under its usual procedures, the Depositary mails an omnibus proxy (an
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"Omnibus Proxy") to the Participants as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal, redemption premium, if any, and interest payments on the Notes will
be made to the Depositary. The Depositary's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on the Depositary's records unless the Depositary has
reason to believe that it will not receive payment on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities for the
accounts of customers in bearer form or registered in "street-name," and will be
the responsibility of such Participant and not of the Depositary, the
Underwriters, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
redemption premium, if any, and interest to the Depositary is the responsibility
of the Company or the respective trustees. Disbursement of such payments to
Direct Participants is the responsibility of the Depositary, and disbursement of
such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants. Registered Global Securities will settle in immediately
available funds in the secondary trading market. No assurance can be given as to
the effect, if any, of settlement in immediately available funds on trading
activity in the Notes.
The Depositary may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice to the
Company. Under such circumstances and in the event that a successor securities
depository is not obtained, Notes certificates are required to be printed and
delivered. In addition, the Company may decide to discontinue use of the system
of book-entry transfers through the Depositary (or a successor securities
depository). In that event, Notes certificates will be printed and delivered.
The Company will not have any responsibility or obligation to Participants or
the persons for whom they act as nominees with respect to the accuracy of the
records of the Depositary, its nominee or any Direct or Indirect Participant
with respect to any ownership interest in the Notes, or with respect to payments
to or providing of notice for the Direct Participants, the Indirect Participants
or the Beneficial Owners.
The form of the 2007 Notes is attached hereto as Exhibit A; and the form of
the 2027 Debentures is attached hereto as Exhibit B;
5. Conflict with Trust Indenture Act.
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If any provision of the Indenture, as modified by the First Supplemental
Indenture, limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is
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required under Trust Indenture Act to be part of and govern the Indenture, as
modified by the First Supplemental Indenture, the latter provision shall
control. If any provision of the Indenture, as modified by this First
Supplemental Indenture, modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to the Indenture, as modified this First Supplemental Indenture,
as so modified by or to be excluded, as the case may be.
6. CUSIP Numbers.
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The Company in issuing the Notes may use "CUSIP" numbers (if then generally in
use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption
as a convenience to the Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.
7. No Recourse Against Others.
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No recourse shall be had for the payment of the principal of (or premium, if
any) or interest, if any, on the Notes, the Indenture or this First Supplemental
Indenture, or any part hereof or thereof, or for any claim based hereon or
thereon or otherwise in respect hereof or thereof, or of the indebtedness
represented hereby or thereby, or upon any obligation, covenant or agreement
under the Notes, the Indenture or this First Supplemental Indenture, against,
and no personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, as such, past, present or
future, of (i) the Company or (ii) any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise. Each
Holder by accepting a Note waives and releases all such liability. Such waiver
and release are part of the consideration for the issuance of the Notes.
8. Counterparts.
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This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
9. Effect of Headings.
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The section headings herein are for convenience only and shall not affect the
construction hereof.
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10. Effectiveness.
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This First Supplemental Indenture shall become effective in accordance with
the provisions of Article IX of the Indenture.
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IN WITNESS WHEREOF, parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
[SEAL] HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Title: Senior Vice President/Corporate
Development, General Counsel and
Secretary
[SEAL] BANK OF MONTREAL TRUST COMPANY
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Vice President
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EXHIBIT A
CUSIP 000000XX0
HEARST-ARGYLE TELEVISION, INC.
$125,000,000 7% SENIOR NOTES DUE 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (HEREINAFTER "DTC"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: One Hundred and Twenty-Five Million Dollars
($125,000,000)
MATURITY DATE: November 15, 2007
ISSUE DATE: November 13, 1997
INTEREST RATE: 7%
CUSIP: 000000XX0
INTEREST PAYMENT DATES: May 15 and November 15, commencing
May 15, 1998
REGULAR RECORD DATES: May 1 and November 1
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Hearst-Argyle Television, Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to)(capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $125,000,000 Dollars on November 15,
2007 and to pay interest thereon from November 13, 1997 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing May 15, 1998,
at the rate of 7 % per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date (a "Special Record Date") to be fixed by the
Company for the payment of such defaulted interest, notice whereof shall be
given to Holders of Securities of this series not less than 15 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of November 13, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Bank of Montreal Trust Company (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to
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the Indenture, all indentures supplemental thereto or Board Resolutions with
respect thereto for a statement of the respective rights, limitations or rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $125,000,000.
The Securities of this series are subject to redemption prior to the Stated
Maturity upon not less than 30 days' notice by mail, at any time, as a whole or
in part, at the election of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Securities or (ii) as
determined by an Independent Investment Banker (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Yield plus fifteen
(15) basis points, plus, in each case, accrued interest thereon to the date of
redemption.
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such reference Treasury Dealer Quotations, or
(II) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means Credit Suisse First Boston or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.
"Reference Treasury Dealer" means (i) Credit Suisse First Boston, X.X. Xxxxxx
Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary
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Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the
Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Securities or portions
thereof called for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set forth
in the Indenture.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least a majority
in aggregate principal amount of the
4
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past Defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency designated by the Company for Securities of this series, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company or any registrar with respect to Securities of this series duly
executed by the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and
5
of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
6
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated: November 13, 1997 HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President/Corporate
Development, General Counsel and
Secretary
Attest:
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: Controller and Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
BANK OF MONTREAL TRUST COMPANY
as Trustee
By:
Name: ____________________________
Authorized Signatory
7
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT --___________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
[Please insert Social Security or other identifying number of assignee]
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written on the face of the within instrument in every particular, without
alteration or enlargement, or any change whatever.
8
EXHIBIT B
CUSIP 000000XX0
HEARST-ARGYLE TELEVISION, INC.
$175,000,000 7 1/2% DEBENTURES DUE 2027
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (HEREINAFTER "DTC"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: One Hundred and Seventy-Five Million Dollars
($175,000,000)
MATURITY DATE: November 15, 2027
ISSUE DATE: November 13, 1997
INTEREST RATE: 7 1/2%
CUSIP: 000000XX0
INTEREST PAYMENT DATES: May 15 and November 15, commencing
May 15, 1998
REGULAR RECORD DATES: May 1 and November 1
1
Hearst-Argyle Television, Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to)(capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $175,000,000 Dollars on November 15,
2027 and to pay interest thereon from November 13, 1997 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing May 15, 1998 at
the rate of 7 1/2% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date (a "Special Record Date") to be fixed by the
Company for the payment of such defaulted interest, notice whereof shall be
given to Holders of Securities of this series not less than 15 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under
2
an Indenture, dated as of November 13, 1997 (herein called the "Indenture,"
which term shall have the meaning assigned to it in such instrument), between
the Company and Bank of Montreal Trust Company (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture, all indentures supplemental thereto or Board
Resolutions with respect thereto for a statement of the respective rights,
limitations or rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $175,000,000.
The Securities of this series are subject to redemption prior to the Stated
Maturity upon not less than 30 days' notice by mail, at any time, as a whole or
in part, at the election of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Securities or (ii) as
determined by an Independent Investment Banker (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Yield plus twenty-
five (25) basis points, plus, in each case, accrued interest thereon to the date
of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such reference Treasury Dealer Quotations, or
(II) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means Credit Suisse First Boston or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.
3
"Reference Treasury Dealer" means (i) Credit Suisse First Boston, X.X. Xxxxxx
Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and
their respective successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the Securities to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Securities or portions
thereof called for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set forth
in the Indenture.
If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture
4
at any time by the Company and the Trustee with the consent of the Holders of at
least 50% in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of at least 50% in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past Defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency designated by the Company for Securities of this series, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company or any registrar with respect to Securities of this series duly
executed by the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
5
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the laws
of the State of New York.
6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated: November 13, 1997 HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President/Corporate
Development, General Counsel
and Secretary
Attest:
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: Controller and Assistant
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
BANK OF MONTREAL TRUST COMPANY
as Trustee
By:___________________________
Name:_________________________
Authorized Signatory
7
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT --________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act______________________
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
[Please insert Social Security or other identifying number of assignee]
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written on the face of the within instrument in every particular, without
alteration or enlargement, or any change whatever.
8
