1
EXHIBIT 4.2
================================================================================
COMMODORE MEDIA, INC., AS ISSUER,
THE PARTIES LISTED
ON THE SIGNATURE PAGES
HERETO AS GUARANTORS,
AS GUARANTORS,
AND
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, AS TRUSTEE
-------------------------
AMENDMENT NO. 7
DATED AS OF MAY 9, 1997
TO THE
INDENTURE
DATED AS OF APRIL 21, 1995
-------------------------
$76,808,000
13 1/4% SENIOR SUBORDINATED NOTES DUE 2003
================================================================================
2
AMENDMENT NO. 7, dated as of May 9, 1997 ("Amendment No. 7"), to the
INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"), among
COMMODORE MEDIA, INC., a Delaware corporation, as Issuer (the "Company"), the
parties listed on the signature pages hereto as Guarantors (each individually,
a "Guarantor" and collectively, the "Guarantors"), and IBJ ▇▇▇▇▇▇▇▇ BANK &
TRUST COMPANY, a New York banking corporation, as Trustee (the "Trustee").
Each party agrees for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Company's 13 1/4% Senior
Subordinated Notes due 2003 (the "Notes") to amend, pursuant to Section 8.01(4)
of the Indenture, the Indenture as follows:
I. Each of Dixie Broadcasting, Inc., an Alabama corporation
("Dixie"), and Radio WBHP, Inc., an Alabama corporation ("Radio WBHP"), is a
wholly-owned subsidiary of Southern Star Communications, Inc., which is a
Delaware corporation and wholly-owned subsidiary of the Company, and is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Each of Dixie and Radio WBHP delivers herewith the Guarantee
attached as Exhibit A to this Amendment No. 7 pursuant to the provisions set
forth in Sections 4.14 and 10.04 of the Indenture guaranteeing the obligations
of the Company under the Indenture. For all purposes of the Indenture, each of
Dixie and Radio WBHP shall be deemed a party to the Indenture by virtue of its
execution of this Amendment No. 7 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include each of
Dixie and Radio WBHP.
II. Mountain Lakes Broadcasting, L.L.C., an Alabama limited
liability company ("Mountain Lakes"), is a wholly-owned subsidiary of Dixie and
Radio WBHP and is a Restricted Subsidiary acquired or created pursuant to
Section 4.14(ii) of the Indenture. Mountain Lake delivers herewith the
Guarantee attached as Exhibit A to this Amendment No. 7 pursuant to the
provisions set forth in Sections 4.14 and 10.04 of the Indenture guaranteeing
the obligations of the Company under the Indenture. For all purposes of the
Indenture, Mountain Lakes shall be deemed a party to the Indenture by virtue of
its execution of this Amendment No. 7 and the defined term the "Guarantor"
contained in Article 1.01 of the Indenture shall be deemed to include Mountain
Lakes.
III. This Amendment No. 7 supplements the Indenture and shall be a
part and subject to all the terms thereof. Except as supplemented hereby, the
Indenture and the Securities issued thereunder shall continue in full force and
effect.
IV. This Amendment No. 7 may be executed in counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
V. THIS AMENDMENT NO. 7 SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF).
VI. The Trustee shall not be responsible for any recital herein as
such recitals shall be taken as statements of the Company, or the validity of
the execution by the Guarantors of this Amendment No. 7. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 7.
-2-
3
IN WITNESS WHEREOF, the parties have caused this Amendment No. 7 to
the Indenture to be duly executed and attested as of the date and year first
written above.
COMMODORE MEDIA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
GUARANTORS:
----------
ATLANTIC STAR COMMUNICATIONS, INC.
COMMODORE MEDIA OF DELAWARE, INC
COMMODORE MEDIA OF PENNSYLVANIA, INC.
COMMODORE MEDIA FLORIDA, INC.
COMMODORE MEDIA OF KENTUCKY, INC.
COMMODORE MEDIA OF NORWALK, INC.
COMMODORE MEDIA OF WESTCHESTER, INC.
DANBURY BROADCASTING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
4
SOUTHERN STAR COMMUNICATIONS, INC.
ATLANTIC CITY BROADCASTING CORP.
O.C.C., INC.
BREADBASKET BROADCASTING CORPORATION
SOUTHEAST RADIO HOLDING CORP.
HOUNDSTOOTH BROADCASTING CORPORATION
SNG HOLDINGS, INC.
▇▇▇▇▇▇ ENTERTAINMENT ENTERPRISES
CORPORATION
ORANGE COMMUNICATIONS, INC.
MOUNTAIN RADIO CORPORATION
▇▇▇▇▇▇ COMMUNICATIONS HOLDING CORP.
RKZ TELEVISION, INC.
YELLOW BRICK RADIO CORPORATION
ASHEVILLE BROADCASTING CORP.
CORKSCREW BROADCASTING CORPORATION
DAYTONA BEACH BROADCASTING CORP.
RAINBOW BROADCASTING CORPORATION
GREAT AMERICAN EAST, INC.
▇▇▇▇▇▇ BROADCASTING CORPORATION
SHORT BROADCASTING CORPORATION
JAMBOREE IN THE HILLS, INC
▇▇▇▇▇▇▇▇ BROADCASTING CORP.
▇▇▇▇▇▇ BROADCASTING CORPORATION
▇▇▇▇▇▇ SOUND AND COMMUNICATIONS CORP.
▇▇▇▇▇ BROADCASTING CORP.
AMERON BROADCASTING CORPORATION
WNOK ACQUISITION COMPANY, INC.
DIXIE BROADCASTING, INC.
RADIO WBHP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
5
MOUNTAIN LAKES BROADCASTING, L.L.C.
By: Dixie Broadcasting, Inc.,
its Member
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
By: Radio WBHP, Inc.,
its Member
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
6
MUSIC HALL CLUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Secretary and Treasurer
CAPSTAR ACQUISITION COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Assistant Secretary
7
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY,
as Trustee
By:/s/
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ATTEST:
/s/
--------------------------------
Name:
---------------------------
Title:
--------------------------
