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Exhibit 4.8
KMBC HEARST-ARGYLE TELEVISION, INC.,
WBAL HEARST-ARGYLE TELEVISION, INC.,
WCVB HEARST-ARGYLE TELEVISION, INC.,
WISN HEARST-ARGYLE TELEVISION, INC.,
AND
WTAE HEARST-ARGYLE TELEVISION, INC.,
AS ADDITIONAL GUARANTORS,
AND
UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 29, 1997
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$150,000,000
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9-3/4% SENIOR SUBORDINATED NOTES DUE 2005
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of August 29, 1997, is between KMBC HEARST-ARGYLE TELEVISION, INC.,
WBAL HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC., WISN
HEARST-ARGYLE TELEVISION, INC. and WTAE HEARST-ARGYLE TELEVISION, INC., each a
corporation duly organized and existing under the laws of the state of Nevada
(collectively, the "Additional Guarantors"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York bank and trust company, as trustee (the "Trustee").
RECITALS
Argyle Television, Inc. (a Delaware corporation now named
Hearst-Argyle Television, Inc., "Company"), WZZM Argyle Television, Inc., WNAC
Argyle Television, Inc., WAPT Argyle Television, Inc., KITV Argyle Television,
Inc., WGRZ Argyle Television, Inc., Grand Rapids Argyle Television, Inc.,
Providence Argyle Television, Inc., Xxxxxxx Argyle Television, Inc., Hawaii
Argyle Television, Inc. and Buffalo Argyle Television, Inc. (as the names of
each of them have now been changed by the insertion of "Hearst-" preceding the
word "Argyle," the "Original Guarantors"), and the Trustee entered into an
indenture dated as of October 27, 1995 (the "Indenture") providing for the
issuance by the Company of $150 million principal amount of its 9-3/4% Senior
Subordinated Notes (the "Securities") as provided in the Indenture.
Section 1014 of the Indenture requires the Company to cause each
Restricted Subsidiary (as defined in the Indenture), promptly upon becoming a
Restricted Subsidiary, to execute a supplemental indenture to the Indenture
providing for a Guarantee (as defined in the Indenture) on the same terms as the
Guarantee of the Original Guarantors of the Securities.
The Indenture was supplemented by that certain First Supplemental
Indenture dated as of June 1, 1996, wherein two additional Restricted
Subsidiaries, being KHBS Argyle Television, Inc. (now named KHBS Hearst-Argyle
Television, Inc.) and Arkansas Argyle Television, Inc. (now named Arkansas
Hearst-Argyle Television, Inc.) executed a Guarantee and became Guarantors.
In January 1997, WGRZ Argyle Television, Inc., Grand Rapids Argyle
Television, Inc., and Buffalo Argyle Television, Inc. merged with and into WZZM
Argyle Television, Inc., which was then renamed Ohio/Oklahoma Argyle Television,
Inc. and is now named Ohio/Oklahoma Hearst-Argyle Television, Inc.
On or about the date hereof, Providence Argyle Television, Inc. has
merged with and into WNAC Argyle Television, Inc., with the surviving
corporation being renamed Hearst-Argyle Television Stations, Inc.
The Additional Guarantors have become Restricted Subsidiaries.
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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the mutual covenants
contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 101. Definitions. For purposes of this Supplemental
Indenture, the terms defined in the recitals of this Supplemental Indenture
shall have the meanings therein specified; and terms defined in the Indenture
and not defined herein shall have the same meanings herein as set forth in the
Indenture.
ARTICLE TWO
ASSUMPTION OF CERTAIN OBLIGATIONS BY
THE ADDITIONAL GUARANTORS
Section 201. Additional Guarantors' Representations and Warranties.
Each Additional Guarantor hereby represents and warrants to the Trustee and to
the Holders of the Securities as follows:
(a) such Additional Guarantor is a corporation duly organized
and existing under the laws of the State of Nevada.
(b) such Additional Guarantor is a wholly-owned direct
subsidiary of the Company.
Section 202. Assumption of Certain Obligations. Pursuant to Section
1014 of the Indenture, each Additional Guarantor expressly agrees to become a
"Guarantor" for all purposes of the Indenture. Without limiting the foregoing,
each Additional Guarantor, in accordance with Article Thirteen of the Indenture,
hereby absolutely, unconditionally and irrevocably guarantees, jointly and
severally with the other Guarantors, to the Trustee and the Holders, as if the
Additional Guarantors were the principal debtor, the punctual payment and
performance when due of all Indenture Obligations (which for purposes of this
Section 202 shall also be deemed to include all commissions, fees, charges,
costs and other expenses (including reasonable legal fees and disbursements of
one counsel) arising out of or incurred by the Trustee or the Holders in
connection with the enforcement of this Section 202).
SECOND SUPPLEMENTAL INDENTURE - Page 2
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ARTICLE THREE
MISCELLANEOUS
Section 301. Effect of Supplemental Indenture. This Supplemental
Indenture supplements the Indenture and shall be subject to all the terms
thereof. Except as supplemented hereby, the Indenture shall continue in full
force and effect.
Section 302. Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original; such counterparts shall together constitute but
one and the same instrument.
Section 303. Effectiveness. This Supplemental Indenture shall be
effective as of the opening of business on the day and year first above written.
Section 304. Recitals. The recitals contained herein shall be taken
as the statements of the Additional Guarantors. The Trustee assumes no
responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Supplemental Indenture.
Section 305. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the jurisdiction that
governs the Indenture and its construction.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
KMBC HEARST-ARGYLE TELEVISION, INC.
WBAL HEARST-ARGYLE TELEVISION, INC.
WCVB HEARST-ARGYLE TELEVISION, INC.
WISN HEARST-ARGYLE TELEVISION, INC.
WTAE HEARST-ARGYLE TELEVISION, INC.
Each a Nevada corporation
All By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Attest:/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Secretary
SECOND SUPPLEMENTAL INDENTURE - Page 3
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UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Stolhmann
Title: Authorized Officer
Attest: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title:
SECOND SUPPLEMENTAL INDENTURE - Page 4
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STATE OF New York )
)
COUNTY OF New york )
This instrument was acknowledged before me on August 29, 1997 by
Xxxxx X. Xxxxx, Senior Vice President of each of KMBC HEARST-ARGYLE TELEVISION,
INC., WBAL HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC.,
WISN HEARST-ARGYLE TELEVISION, INC., and WTAE HEARST-ARGYLE TELEVISION, INC.,
each a Nevada corporation, on behalf of each said corporation. Given under my
hand and official seal this 29th day of August, 1997.
/s/ Xxxxx Xxxxx
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Signature
Notary in and for the State of New York.
STATE OF New York )
)
COUNTY OF New York )
This instrument was acknowledged before me on August 29, 1997 by
Xxxx X. Xxxxxx, Secretary of each of KMBC HEARST-ARGYLE TELEVISION, INC., WBAL
HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC., WISN
HEARST-ARGYLE TELEVISION, INC., and WTAE HEARST-ARGYLE TELEVISION, INC., each a
Nevada corporation, on behalf of each said corporation. Given under my hand and
official seal this 29th day of August, 1997.
/s/ Xxxxx Xxxxx
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Signature
Notary in and for the State of New York.
SECOND SUPPLEMENTAL INDENTURE - Page 5
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STATE OF Texas )
)
COUNTY OF Dallas )
This instrument was acknowledged before me on August 28, 1997 by
Xxxx X. Xxxxxxxxx, Authorized Officer of UNITED STATES TRUST COMPANY OF NEW
YORK, a New York bank and trust company, and on behalf of said bank and trust
company. Given under my hand and official seal this 28th day of August, 1997.
/s/ Xxxxxxxx X Xxxxxx
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Signature
Notary in and for the State of Texas.
SECOND SUPPLEMENTAL INDENTURE - Page 6
