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EXHIBIT 4.2.3
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CAPSTAR RADIO BROADCASTING PARTNERS, 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. 10
DATED AS OF AUGUST 11, 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. 10, dated as of August 11, 1997 ("Amendment No. 10"), to
the INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"), among
CAPSTAR RADIO BROADCASTING PARTNERS, 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. Wilmington WJBR-FM, L.L.C. a Delaware limited liability
company ("Wilmington"), is a wholly-owned subsidiary of Commodore Media of
Delaware, Inc., a Delaware corporation and indirect subsidiary of the Company,
and is a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii)
of the Indenture. Wilmington delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 10 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, Wilmington
shall be deemed a party to the Indenture by virtue of their execution of this
Amendment No. 10 and the defined term the "Guarantor" contained in Article 1.01
of the Indenture shall be deemed to include Wilmington.
2. This Amendment No. 10 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.
3. This Amendment No. 10 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.
4. THIS AMENDMENT XX. 00 XXXXX XX 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).
5. 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 Guarantor of this Amendment No. 10. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 10.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 10 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.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
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 XXXXXXXXX
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Xxxxx Xxxxxxxxx
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.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
Assistant Secretary
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MOUNTAIN LAKES BROADCASTING, L.L.C.
By: Dixie Broadcasting, Inc.,
its Member
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
Assistant Secretary
By: Radio WBHP, Inc.,
its Member
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
Assistant Secretary
WILMINGTON WJBR-FM, L.L.C.
By: Commodore Media of Delaware,
Inc.,
its Manager
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
Assistant Secretary
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MUSIC HALL CLUB, INC.
By:
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Xxxxx Xxxxxxxx
President
ATTEST:
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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.
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Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
Assistant Secretary
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IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/
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Name:
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Title:
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ATTEST:
/s/
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Name:
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Title:
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EXHIBIT A
11
GUARANTEE
The Guarantor (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")) has unconditionally guaranteed, on a senior
subordinated basis, 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:
WILMINGTON WJBR-FM, L.L.C.
By: Commodore Media of Delaware,
Inc.,
its Manager
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
