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EXHIBIT 4.1
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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. 11
DATED AS OF AUGUST 16, 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. 11, dated as of August 16, 1997 ("Amendment No. 11"), 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. Benchmark Communications Holdings, Inc., a Delaware
corporation ("Benchmark Holdings"), is a wholly- owned subsidiary of the
Company, and is a Restricted Subsidiary acquired or created pursuant to Section
4.14(ii) of the Indenture. Benchmark Holdings delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 11 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,
Benchmark Holdings shall be deemed a party to the Indenture by virtue of its
execution of this Amendment No. 11 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include Benchmark
Holdings.
2. Each of Radioco I, Inc., a Maryland corporation ("Radioco I"),
Radioco II, Inc., a Maryland corporation ("Radioco II"), and BC Funds Holdings
Co., Inc., a Maryland corporation ("BC Holdings") (collectively, the "Benchmark
Holding Subsidiaries"), is a wholly-owned subsidiary of Benchmark Holdings and
indirect subsidiary of the Company, and is a Restricted Subsidiary acquired or
created pursuant to Section 4.14(ii) of the Indenture. Each Benchmark Holding
Subsidiary delivers herewith the Guarantee attached as Exhibit A to this
Amendment No. 11 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 Benchmark Holdings
Subsidiary shall be deemed a party to the Indenture by virtue of its execution
of this Amendment No. 11 and the defined term the "Guarantor" contained in
Article 1.01 of the Indenture shall be deemed to include each Benchmark Holding
Subsidiary.
3. Benchmark Communications Radio Limited Partnership, a Maryland
limited partnership ("Benchmark Communications"), is a Restricted Subsidiary
acquired or created pursuant to Section 4.14(ii) of the Indenture. Benchmark
Holdings is the general partner and Radioco I and Radioco II are the limited
partners of Benchmark Communications. Benchmark Communications delivers
herewith the Guarantee attached as Exhibit A to this Amendment No. 11 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, Benchmark Communications shall be deemed a party to
the Indenture by virtue of its execution of this Amendment No. 11 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include Benchmark Communications.
4. Benchmark Xxxxxxx, L.L.C., a Delaware limited liability
company ("Benchmark Xxxxxxx"), is a wholly- owned subsidiary of Benchmark
Communications and an indirect subsidiary of the Company, and is a Restricted
Subsidiary acquired or created pursuant to Section 4.14(ii) of the Indenture.
Benchmark Xxxxxxx delivers herewith the Guarantee attached as Exhibit A to this
Amendment No. 11 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, Benchmark Xxxxxxx shall be
deemed a party to the Indenture by virtue of its execution of this Amendment
No. 11 and the defined term the "Guarantor" contained in Article 1.01 of the
Indenture shall be deemed to include Benchmark Xxxxxxx.
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5. Each of Benchmark Radio Acquisition Fund I Limited
Partnership, a Maryland limited partnership ("Fund I"), Benchmark Radio
Acquisition Fund IV Limited Partnership, a Maryland limited partnership ("Fund
IV"), Benchmark Radio Acquisition Fund VII Limited Partnership, a Maryland
limited partnership ("Fund VII"), and Benchmark Radio Acquisition Fund VIII
Limited Partnership, a Maryland limited partnership ("Fund VIII")
(collectively, the "Benchmark Fund I-IV Subsidiaries"), is a Restricted
Subsidiary acquired or created pursuant to Section 4.14(ii) of the Indenture.
Benchmark Communications is the general partner and BC Holding is the limited
partner of each of the Benchmark Fund I-IV Subsidiaries. Each Benchmark Fund
I-IV Subsidiary delivers herewith the Guarantee attached as Exhibit A to this
Amendment No. 11 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 Benchmark Fund I-IV
Subsidiary shall be deemed a party to the Indenture by virtue of its execution
of this Amendment No. 11 and the defined term the "Guarantor" contained in
Article 1.01 of the Indenture shall be deemed to include each Benchmark Fund
I-IV Subsidiary.
6. Each of Benchmark Radio Acquisition Fund IX Limited
Partnership, a Maryland limited partnership and Benchmark Radio Acquisition
Fund XI Limited Partnership, a Maryland limited partnership, (collectively, the
"Benchmark Fund IX-XI Subsidiaries"), is a Restricted Subsidiary acquired or
created pursuant to Section 4.14(ii) of the Indenture. Benchmark
Communications is the general partner and Country Heartlines, Inc., a Delaware
corporation, is the limited partner of each of the Benchmark Fund IX-XI
Subsidiaries. Each Benchmark Fund IX-XI Subsidiary delivers herewith the
Guarantee attached as Exhibit A to this Amendment No. 11 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 Benchmark Fund IX-XI Subsidiary shall be deemed a party to the
Indenture by virtue of its execution of this Amendment No. 11 and the defined
term the "Guarantor" contained in Article 1.01 of the Indenture shall be deemed
to include each Benchmark Fund IX-XI Subsidiary.
7. Each of WDOV License Limited Partnership, a Maryland limited
partnership, WDSD License Limited Partnership, a Maryland limited partnership,
and WSRV License Limited Partnership, a Maryland limited partnership
(collectively, the "Fund I Subsidiaries"), is a Restricted Subsidiary acquired
or created pursuant to Section 4.14(ii) of the Indenture. Fund I is the
general partner and Benchmark Communications is the limited partner of each of
the Fund I Subsidiaries. Each Fund I Subsidiary delivers herewith the
Guarantee attached as Exhibit A to this Amendment No. 11 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 Fund I Subsidiary shall be deemed a party to the Indenture by
virtue of its execution of this Amendment No. 11 and the defined term the
"Guarantor" contained in Article 1.01 of the Indenture shall be deemed to
include each Fund I Subsidiary.
8. Each of Benchmark Radio Acquisition Fund V Limited
Partnership, a Maryland limited partnership ("Fund V"), WDOV License Limited
Partnership, a Maryland limited partnership, WDSD License Limited Partnership,
a Maryland limited partnership, and WSRV License Limited Partnership, a
Maryland limited partnership (collectively, the "Fund IV Subsidiaries"), is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Fund IV is the general partner and Benchmark Communications is the
limited partner of each of the Fund IV Subsidiaries. Each Fund IV Subsidiary
delivers herewith the Guarantee attached as Exhibit A to this Amendment No. 11
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 Fund IV Subsidiary shall be deemed a party
to the Indenture by virtue of its execution of this Amendment No. 11 and the
defined term the "Guarantor" contained in Article 1.01 of the Indenture shall
be deemed to include each Fund IV Subsidiary.
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9. Each of WCOS(AM) License Limited Partnership, a Maryland
limited partnership, WCOS-FM License Limited Partnership, a Maryland limited
partnership, WHKZ License Limited Partnership, a Maryland limited partnership,
and WVOC License Limited Partnership, a Maryland limited partnership
(collectively, the "Fund V Subsidiaries"), is a Restricted Subsidiary acquired
or created pursuant to Section 4.14(ii) of the Indenture. Fund V is the
general partner and Benchmark Communications is the limited partner of each of
the Fund V Subsidiaries. Each Fund V Subsidiary delivers herewith the
Guarantee attached as Exhibit A to this Amendment No. 11 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 FundV Subsidiary shall be deemed a party to the Indenture by
virtue of its execution of this Amendment No. 11 and the defined term the
"Guarantor" contained in Article 1.01 of the Indenture shall be deemed to
include each Fund V Subsidiary.
10. Congaree Broadcasters, Inc., a South Carolina corporation
("Congaree"), is a wholly-owned subsidiary of Fund V and an indirect subsidiary
of the Company, and is a Restricted Subsidiary acquired or created pursuant to
Section 4.14(ii) of the Indenture. Congaree delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 11 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,
Congaree shall be deemed a party to the Indenture by virtue of its execution of
this Amendment No. 11 and the defined term the "Guarantor" contained in Article
1.01 of the Indenture shall be deemed to include Congaree.
11. WJMZ License Limited Partnership, a Maryland limited
partnership (the "Fund VII Subsidiary"), is a Restricted Subsidiary acquired or
created pursuant to Section 4.14(ii) of the Indenture. Fund VII is the general
partner and Benchmark Communications is the limited partner of the Fund VII
Subsidiary. The Fund I Subsidiary delivers herewith the Guarantee attached as
Exhibit A to this Amendment No. 11 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, the Fund I
Subsidiary shall be deemed a party to the Indenture by virtue of their
execution of its Amendment No. 11 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include the Fund
I Subsidiary.
12. Each of Benchmark Greenville, L.L.C., a Delaware limited
liability company ("Benchmark Greenville") and Country Heartlines, a Delaware
corporation (collectively, the "Fund VII Direct Subsidiaries"), is a
wholly-owned subsidiary of Fund VII and indirect subsidiary of the Company, and
is a Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of
the Indenture. Each Fund VII Direct Subsidiary delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 11 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
Fund VII Direct Subsidiary shall be deemed a party to the Indenture by virtue
of its execution of this Amendment No. 11 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include each Fund
VII Direct Subsidiary.
13. Each of WESC(AM) License Limited Partnership, a Maryland
limited partnership, WESC-FM License Limited Partnership, a Maryland limited
partnership, and WFNQ License Limited Partnership, a Maryland limited
partnership (collectively, the "Benchmark Greenville Subsidiaries"), is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Benchmark Greenville is the general partner and Benchmark
Communications is the limited partner of each of the Benchmark Greenville
Subsidiaries. Each Benchmark Greenville Subsidiary delivers herewith the
Guarantee attached as Exhibit A to this Amendment No. 11 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 Benchmark Greenville Subsidiary shall be deemed a party to the
Indenture by virtue of its execution of this
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Amendment No. 11 and the defined term the "Guarantor" contained in Article 1.01
of the Indenture shall be deemed to include each Benchmark Greenville
Subsidiary.
14. Each of WUSQ License Limited Partnership, a Maryland limited
partnership, WNTW License Limited Partnership, a Maryland limited partnership,
WYYD License Limited Partnership, a Maryland limited partnership, WROV(AM)
License Limited Partnership, a Maryland limited partnership, and WROV-FM
License Limited Partnership, a Maryland limited partnership (collectively, the
"Fund VIII Subsidiaries"), is a Restricted Subsidiary acquired or created
pursuant to Section 4.14(ii) of the Indenture. Fund VIII is the general
partner and Benchmark Communications is the limited partner of each of the Fund
I Subsidiaries. Each Fund I Subsidiary delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 11 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
Fund VIII Subsidiary shall be deemed a party to the Indenture by virtue of its
execution of this Amendment No. 11 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include each Fund
VIII Subsidiary.
15. Benchmark Radio Acquisition Fund VI LC, a Maryland limited
liability company ("LC"), is a wholly-owned subsidiary of Fund VIII and
indirect subsidiary of the Company, and is a Restricted Subsidiary acquired or
created pursuant to Section 4.14(ii) of the Indenture. LC delivers herewith
the Guarantee attached as Exhibit A to this Amendment No. 11 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, LC shall be deemed a party to the Indenture by virtue of its
execution of this Amendment No. 11 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include LC.
16. This Amendment No. 11 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.
17. This Amendment No. 11 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.
18. 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).
19. 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 the Amendment No. 11. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 11.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 11 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. BANOSWKY, JR.
---------------------------------
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.
---------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
7
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. BRONOWSKY, JR.
----------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx
Assistant Secretary
By: Radio WBHP, Inc.,
its Member
By: /s/ XXXXXXX X. BRONOWSKY, JR.
----------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:
/s/ XXXXX XXXXXX
----------------------------
Xxxxx Xxxxxx
Assistant Secretary
WILMINGTON WJBR-FM, L.L.C.
By: Commodore Media of Delaware, Inc.,
its Manager
By: /s/ XXXXXXX X. BRONOWSKY, JR.
----------------------------
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
12
BENCHMARK COMMUNICATIONS HOLDINGS, INC.
RADIOCO I, INC.
RADIOCO II, INC.
BC FUNDS HOLDINGS, INC.
CONGAREE BROADCASTERS, INC.
COUNTRY HEARTLINES, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
13
BENCHMARK COMMUNICATIONS RADIO LIMITED
PARTNERSHIP
By: Benchmark Communications Holdings, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/S/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
BENCHMARK XXXXXXX, L.L.C.
By: Benchmark Communications Radio Limited
Partnership, its Member
By: Benchmark Communications Holdings, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
14
BENCHMARK RADIO ACQUISITION FUND I LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND IV LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND VII LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND VIII LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND IX LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND XI LIMITED
PARTNERSHIP
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holdings, Inc.
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
15
WDOV LICENSE LIMITED PARTNERSHIP
WDSD LICENSE LIMITED PARTNERSHIP
WSRV LICENSE LIMITED PARTNERSHIP
By: Benchmark Radio Acquisition Fund I
Limited Partnership, its General
Partner
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holding, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
16
BENCHMARK RADIO ACQUISITION FUND V LIMITED
PARTNERSHIP
WOSC LICENSE LIMITED PARTNERSHIP
WKOC LICENSE LIMITED PARTNERSHIP
WWFG LICENSE LIMITED PARTNERSHIP
By: Benchmark Radio Acquisition Fund IV
Limited Partnership, its General
Partner
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holdings,
Inc., its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Assistant Secretary
17
WCOS (AM) LICENSE LIMITED PARTNERSHIP
WCOS-FM LICENSE LIMITED PARTNERSHIP
WHKZ LICENSE LIMITED PARTNERSHIP
WVOC LICENSE LIMITED PARTNERSHIP
By: Benchmark Radio Acquisition Fund V Limited
Partnership, its General Partner
By: Benchmark Radio Acquisition Fund IV Limited
Partnership, its General Partner
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holdings, Inc.
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
------------------------------
Xxxxx Xxxxxx
Assistant Secretary
18
WJMZ LICENSE LIMITED PARTNERSHIP
By: Benchmark Radio Acquisition Fund VII
Limited Partnership, its General Partner
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holdings, Inc.
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
19
BENCHMARK GREENVILLE, L.L.C.
By: Benchmark Radio Acquisition Fund
VII Limited Partnership, its Member
By: Benchmark Communications Radio
Limited Partnership, its General
Partner
By: Benchmark Communications Holding,
Inc., its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
20
WESC(AM) LICENSE LIMITED PARTNERSHIP
WESC-FM LICENSE LIMITED PARTNERSHIP
WFNQ LICENSE LIMITED PARTNERSHIP
By: Benchmark Greenville, L.L.C.,
its General Partner
By: Benchmark Radio Acquisition Fund
VII Limited Partnership, its Member
By: Benchmark Communications Radio
Limited Partnership, its General
Partner
By: Benchmark Communications Holdings,
Inc., its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
21
WUSQ LICENSE LIMITED PARTNERSHIP
WNTW LICENSE LIMITED PARTNERSHIP
WYYD LICENSE LIMITED PARTNERSHIP
WROV(AM) LICENSE LIMITED PARTNERSHIP
WROV-FM LICENSE LIMITED PARTNERSHIP
By: Benchmark Radio Acquisition Fund
VIII Limited Partnership,
its General Partner
By: Benchmark Communications Radio
Limited Partnership, its General
Partner
By: Benchmark Communications Holdings,
Inc., its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx
Assistant Secretary
22
BENCHMARK RADIO ACQUISITION FUND VI LC
By: Benchmark Radio Acquisition Fund VIII
Limited Partnership, its General Partner
By: Benchmark Communications Radio Limited
Partnership, its General Partner
By: Benchmark Communications Holdings, Inc.,
its General Partner
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Executive Vice President
ATTEST
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Assistant Secretary
23
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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