FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of January 29, 1997, among DELSENER/XXXXXX ENTERPRISES, INC., a Delaware
corporation; DELSENER/XXXXXX ENTERPRISES, LTD., a New York corporation; IN
HOUSE TICKETS, INC., a New York corporation; CONNECTICUT CONCERTS INCORPORATED,
a Connecticut corporation; ARDEE FESTIVALS N.J., INC., a New Jersey
corporation; BEACH CONCERTS, INC., a New York corporation; ARDEE PRODUCTIONS,
LTD., a New York corporation; EXIT 116 REVISITED, INC., a New Jersey
corporation; DUMB DEAL, INC., a New York corporation; and BROADWAY CONCERTS,
INC., a New York 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.
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, N.A.,
as Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Trust Officer
ARDEE FESTIVALS N.J., INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
ARDEE PRODUCTIONS, LTD.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
BEACH CONCERTS, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
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BROADWAY CONCERTS, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
CONNECTICUT CONCERTS INCORPORATED
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
DELSENER/XXXXXX ENTERPRISES, LTD.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
DELSENER/XXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
DUMB DEAL, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
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EXIT 116 REVISITED, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
IN HOUSE TICKETS, INC.
By: /s/ Xxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Co Pres-Co CEO
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