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EXHIBIT 4.8.6
FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
May 15, 1997, among SFX BROADCASTING OF INDIANA, INC., a Delaware corporation;
FPI CONCERTS, INC., a Delaware corporation; NOC-ACQUISITION CORP., a Connecticut
corporation; CADCO-ACQUISITION CORP., a Connecticut corporation; and
QN-ACQUISITION CORP., a Connecticut corporation (each, a "Guarantor"), each of
which is a direct or indirect subsidiary of SFX Broadcasting, Inc., a Delaware
corporation (the "Company"); and The Chase Manhattan Bank, as trustee under the
indenture referred to below (the "Trustee").
WITNESSETH
WHEREAS, The Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 31, 1996, providing for the
issuance of an aggregate principal amount of $450,000,000 of 10 3/4% Senior
Subordinated Notes due 2006 (the "Securities"); and
WHEREAS, Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause each Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which such Guarantor
shall unconditionally guarantee all of the Company's Obligations under the
Securities pursuant to a Subsidiary Guarantee on the terms and conditions set
forth herein;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Securities as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Company's obligations
under the Securities on the terms and subject to the conditions set forth in
Article 11 of the Indenture and to be bound by all other applicable provisions
of the Indenture, including, without limitation, the provisions of Article 10 of
the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Securities, any Subsidiary Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of the Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.
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4. EFFECTIVENESS. This Supplemental Indenture shall be effective upon
execution by the parties hereto.
5. RECITALS. The recitals contained herein shall be taken as the statements
of the Company and the Guarantors and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity of
this Supplemental Indenture.
6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
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7. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
THE CHASE MANHATTAN BANK
as Trustee
By:
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Name:
Title:
SFX BROADCASTING OF INDIANA, INC.
By:
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Name:
Title:
FPI CONCERTS, INC.
By:
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Name:
Title:
NOC-ACQUISITION CORP.
By:
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Name:
Title:
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CADCO-ACQUISITION CORP.
By:
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Name:
Title:
QN-ACQUISITION CORP.
By:
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Name:
Title:
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