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EXHIBIT 4.8.9
EIGHTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of October 10, 1997, among SFX Indiana Limited Partnership, a Delaware
limited partnership, SFX Radio Network of North Carolina, Inc., a Delaware
corporation, Northeast Ticketing Company, a Connecticut corporation, and
Southeast Ticketing Company, 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.
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:
---------------------------------
Name:
Title:
SFX INDIANA LIMITED PARTNERSHIP
SFX Broadcasting of Indiana,
Inc. as GP
By:
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Name:
Title:
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SFX RADIO NETWORK OF NORTH
CAROLINA, INC.
By:
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Name:
Title:
NORTHEAST TICKETING COMPANY
By:
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Name:
Title:
SOUTHEAST TICKETING COMPANY
By:
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Name:
Title:
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