FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of November 25, 1996, among Liberty Broadcasting, Incorporated, a
Delaware corporation; Liberty Broadcasting Group Incorporated, a Delaware
corporation; Liberty Broadcasting of New York Incorporated, a New York
corporation; Liberty Broadcasting of Albany Incorporated, a New York
corporation; Liberty Broadcasting of Maryland Incorporated, a Maryland
corporation; Liberty Broadcasting of Maryland II Incorporated, a Maryland
corporation; WHJJ, Inc., a Rhode Island corporation; WHFS, Inc., a Maryland
corporation; WHFM, Inc., a New York corporation; WHCN, Inc., a Connecticut
corporation; WHCN-FM, Inc., a Delaware corporation; WSNE, Inc., a Rhode Island
corporation; WSNE-FM, Inc., a Delaware corporation; WMXB, Inc., a Virginia
corporation; WPYX, Inc., a New York corporation; WHJY, Inc., a Rhode Island
corporation; WPOP, Inc., a Connecticut corporation; Musical Heights, Inc., a
Maryland corporation; WGNA, Inc., a New York corporation; WGNA-FM, Inc., a New
York corporation; WGBB, Inc., a New York corporation; Xxxx-Xxxx Communications,
Inc., a Delaware corporation; WTRY, Inc., a New York corporation; WXTR, Inc., a
Maryland corporation; WYSR, Inc., a Connecticut corporation; WBLI, Inc., a New
York corporation; WBLI-FM, Inc., a Delaware corporation; WBAB, Inc., a New York
corporation; WZYQ, Inc., a Delaware corporation; WQSI, Inc., a Delaware
corporation; Liberty Acquisition Subsidiary Corporation, a Delaware
corporation; SFX Broadcasting of Central North Carolina, Inc., a Delaware
corporation; and SFX Broadcasting of Hartford, Inc., a Delaware corporation
(collectively, the "Guarantors"), 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
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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, as Trustee
By: /s/ Xxxxx Xxxxxx
----------------------------
Name:
Title: Vice President
Liberty Broadcasting, Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Liberty Broadcasting Group Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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Liberty Broadcasting of New York Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Liberty Broadcasting of Albany Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Liberty Broadcasting of Maryland Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Liberty Broadcasting of Maryland II Incorporated
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WHJJ, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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WHFS, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WHFM, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WHCN, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WHCN-FM, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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WSNE, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WSNE-FM, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WMXB, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WPYX, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WHJY, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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WPOP, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Musical Heights, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WGNA, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WGNA-FM, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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WGBB, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Xxxx-Xxxx Communications, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WTRY, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WXTR, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WYSR, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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W.B.L.I., Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WBLI-FM, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WBAB, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WZYQ, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WQSI, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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Liberty Acquisition Subsidiary Corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SFX Broadcasting of Central North Carolina, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SFX Broadcasting of Hartford, Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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