THIRD SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of January 13, 1997, among MULTI-MARKET RADIO, INC., a
Delaware corporation; SOUTHERN STARR BROADCASTING GROUP, INC., a Delaware
corporation; SOUTHERN STARR OF ARKANSAS, INC., an Arkansas corporation;
GENERAL COMMUNICORP, INC., a Connecticut corporation; GENERAL BROADCASTING OF
CONNECTICUT, INC., a Connecticut corporation; SOUTHERN STARR OF MISSISSIPPI,
INC., a Mississippi corporation; SOUTHERN STARR COMMUNICATIONS, INC., a
Delaware corporation; SOUTHERN STARR LIMITED PARTNERSHIP, a partnership
organized in Delaware; MULTI-MARKET RADIO OF AUGUSTA, INC., a Delaware
corporation; MULTI-MARKET RADIO OF MYRTLE BEACH, INC., a Delaware corporation;
MULTI-MARKET RADIO OF NORTHAMPTON, INC., a Delaware corporation; MULTI-MARKET
RADIO OF HARTFORD, INC., a Delaware corporation; MULTI- MARKET RADIO OF
SPRINGFIELD, INC., a Delaware corporation; SOUTHERN STARR MANAGEMENT, INC., a
Delaware corporation; GENERAL BROADCASTING OF FLORIDA, INC., a Florida
corporation; and GENERAL BROADCASTING 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.
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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/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
MULTI-MARKET RADIO, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SOUTHERN STARR
BROADCASTING
GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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SOUTHERN STARR OF
ARKANSAS, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
GENERAL COMMUNICORP,
INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
GENERAL BROADCASTING OF
CONNECTICUT, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SOUTHERN STARR OF
MISSISSIPPI, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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SOUTHERN STARR
COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SOUTHERN STARR LIMITED
PARTNERSHIP (By SOUTHERN
STARR COMMUNICATIONS,
INC., as general partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
MULTI-MARKET RADIO OF
AUGUSTA, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
MULTI-MARKET RADIO OF
MYRTLE BEACH, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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MULTI-MARKET RADIO OF
NORTHAMPTON, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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MULTI-MARKET RADIO OF
HARTFORD, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
MULTI-MARKET RADIO OF
SPRINGFIELD, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
SOUTHERN STARR
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
GENERAL BROADCASTING OF
FLORIDA, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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GENERAL BROADCASTING
CORP.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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