1 EXHIBIT 4.8.7 SIXTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of July 8, 1997, among CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a Connecticut corporation; CONNECTICUT PERFORMING ARTS, INC., a Connecticut corporation;...
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EXHIBIT 4.8.7
SIXTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of July 8, 1997, among CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a
Connecticut corporation; CONNECTICUT PERFORMING ARTS, INC., a Connecticut
corporation; DEER CREEK AMPHITHEATER CONCERTS, INC., a Delaware corporation;
GREAT AMERICAN MUSIC FEST & PRODUCTION CO., a Connecticut corporation; IRVING
PLAZA CONCERTS, INC., a Delaware corporation; MULTI-MARKET RADIO ACQUISITION
CORPORATION, a Delaware corporation; MULTI-MARKET RADIO OF FAYETTEVILLE, INC.,
a Delaware corporation; MURAT CENTER CONCERTS, INC., a Delaware corporation;
NOC, INC., a Connecticut corporation; POLARIS AMPHITHEATER CONCERTS, INC., a
Delaware corporation; QN-CORP., a Connecticut corporation; SFX BROADCASTING OF
ARIZONA, INC., a Delaware corporation; SFX BROADCASTING OF CALIFORNIA, INC., a
Delaware corporation; SFX BROADCASTING OF CONNECTICUT, INC., a Delaware
corporation; SFX BROADCASTING OF CONNECTICUT LICENSEE, INC., a Delaware
corporation; SFX BROADCASTING OF FLORIDA, INC., a Delaware corporation; SFX
BROADCASTING OF HARTFORD II, INC., a Delaware corporation; SFX BROADCASTING OF
KANSAS, INC., a Delaware corporation; SFX BROADCASTING OF MASSACHUSETTS, INC.,
a Delaware corporation; SFX BROADCASTING OF MASSACHUSETTS LICENSEE, INC., a
Delaware corporation; SFX BROADCASTING OF NEW YORK, INC., a Delaware
corporation; SFX BROADCASTING OF PENNSYLVANIA, INC., a Delaware corporation;
SFX BROADCASTING OF RHODE ISLAND, INC., a Delaware corporation; SFX
BROADCASTING OF THE MIDWEST, INC., a Delaware corporation; SFX BROADCASTING OF
VIRGINIA, INC., a Delaware corporation; SFX BROADCASTING OF WISCONSIN, INC., a
Delaware corporation; SFX DELAWARE, INC., a Delaware corporation; SFX GP, INC.,
a Delaware corporation; SFX HOLDINGS, INC., a Delaware corporation; SFX
OPERATING COMPANY OF MISSISSIPPI, INC., a Delaware corporation; SFX OPERATING
COMPANY OF NORTH CAROLINA, INC., a Delaware corporation; SFX OPERATING COMPANY
OF TENNESSEE, INC., a Delaware corporation; SFX OPERATING GP, INC., a Delaware
corporation; SFX PERFORMANCE MARKETING, INC., a Delaware corporation; SFX TEXAS
LIMITED PARTNERSHIP, a partnership organized in Delaware; SFXAZ LIMITED
PARTNERSHIP, a partnership organized in Delaware; SFXBX LIMITED PARTNERSHIP, a
partnership organized in Delaware; SFXFL LIMITED PARTNERSHIP, a partnership
organized in Delaware; SFXIN LIMITED PARTNERSHIP, a partnership organized in
Delaware; SFXKS LIMITED PARTNERSHIP, a partnership organized in Delaware; SFXMS
LIMITED PARTNERSHIP, a partnership organized in Delaware; SFXNC LIMITED
PARTNERSHIP, a partnership organized in Delaware; SFXPA LIMITED PARTNERSHIP, a
partnership organized in Delaware; SFXSC LIMITED PARTNERSHIP, a partnership
organized in Delaware; SFXTN LIMITED PARTNERSHIP, a partnership organized in
Delaware; SFXTX LIMITED PARTNERSHIP, a partnership organized in Delaware; SFXWI
LIMITED PARTNERSHIP, a partnership organized in Delaware; SUNSHINE DESIGNS,
INC., a Delaware corporation; SUNTEX ACQUISITIONS, INC., a Delaware
corporation; WDSY, INC., a Delaware corporation; WWYZ, INC., 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").
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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:
------------------------------------
Name:
Title:
CONNECTICUT AMPHITHEATER
DEVELOPMENT CORPORATION
By:
------------------------------------
Name:
Title:
CONNECTICUT PERFORMING ARTS, INC.
By:
------------------------------------
Name:
Title:
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DEER CREEK AMPHITHEATER CONCERTS,
INC.
By:
------------------------------------
Name:
Title:
GREAT AMERICAN MUSIC FEST &
PRODUCTION CO.
By:
------------------------------------
Name:
Title:
MULTI-MARKET RADIO ACQUISITION
CORPORATION
By:
------------------------------------
Name:
Title:
MULTI-MARKET RADIO OF FAYETTEVILLE,
INC.
By:
------------------------------------
Name:
Title:
- 4 -
5
IRVING PLAZA CONCERTS, INC.
By:
------------------------------------
Name:
Title:
MURAT CENTER CONCERTS, INC.
By:
------------------------------------
Name:
Title:
NOC, INC.
By:
------------------------------------
Name:
Title:
POLARIS AMPHITHEATER CONCERTS, INC.
By:
------------------------------------
Name:
Title:
QN-CORP.
By:
------------------------------------
Name:
Title:
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6
SFX BROADCASTING OF ARIZONA, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF CALIFORNIA, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF CONNECTICUT,
INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF CONNECTICUT
LICENSEE, INC.
By:
------------------------------------
Name:
Title:
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SFX BROADCASTING OF FLORIDA, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF HARTFORD II, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF KANSAS, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF MASSACHUSETTS,
INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF MASSACHUSETTS
LICENSEE, INC.
By:
------------------------------------
Name:
Title:
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SFX BROADCASTING OF NEW YORK, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF PENNSYLVANIA,
INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF RHODE ISLAND,
INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF THE MIDWEST, INC.
By:
------------------------------------
Name:
Title:
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SFX BROADCASTING OF VIRGINIA, INC.
By:
------------------------------------
Name:
Title:
SFX BROADCASTING OF WISCONSIN, INC.
By:
------------------------------------
Name:
Title:
SFX DELAWARE, INC.
By:
------------------------------------
Name:
Title:
SFX GP, INC.
By:
------------------------------------
Name:
Title:
SFX HOLDINGS, INC.
By:
------------------------------------
Name:
Title:
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10
SFX OPERATING COMPANY OF MISSISSIPPI,
INC.
By:
------------------------------------
Name:
Title:
SFX OPERATING COMPANY OF NORTH
CAROLINA, INC.
By:
------------------------------------
Name:
Title:
SFX OPERATING COMPANY OF TENNESSEE,
INC.
By:
------------------------------------
Name:
Title:
SFX OPERATING GP, INC.
By:
------------------------------------
Name:
Title:
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SFX PERFORMANCE MARKETING, INC.
By:
------------------------------------
Name:
Title:
SFX TEXAS LIMITED PARTNERSHIP
By: SFX OPERATING GP, INC., as General
Partner
By:
------------------------------------
Name:
Title:
SFXAZ LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXBX LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
- 11 -
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SFXFL LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXIN LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXKS LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXMS LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
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13
SFXNC LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXPA LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXSC LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXTN LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SFXTX LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
- 13 -
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SFXWI LIMITED PARTNERSHIP
By: SFX GP, INC., as General Partner
By:
------------------------------------
Name:
Title:
SUNSHINE DESIGNS, INC.
By:
------------------------------------
Name:
Title:
SUNTEX ACQUISITIONS, INC.
By:
------------------------------------
Name:
Title:
WDSY, INC.
By:
------------------------------------
Name:
Title:
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WWYZ, INC.
By:
------------------------------------
Name:
Title:
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