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XXXXXXXX BROADCASTING COMPANY, INC.
(formerly known as ACT III BROADCASTING, INC.)
As Issuer,
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STATE STREET BANK AND TRUST COMPANY,
(as successor to
THE FIRST NATIONAL BANK OF BOSTON),
as Trustee,
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AND
THE GUARANTORS NAMED HEREIN
(formerly known as the Guarantors named therein)
As Guarantors
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SEVENTH SUPPLEMENTAL INDENTURE
Dated as of January 7, 1997
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Supplemental to the Indenture
among
Act III Broadcasting, Inc.,
State Street Bank and Trust Company
and the Guarantors named therein
Dated as of December 15, 1993,
as Supplemented by the
First Supplemental Indenture
dated as of November 10, 1994,
the Second Supplemental
Indenture dated as of October 24, 1995,
the Third Supplemental
Indenture dated as of November 21, 1995
the Fourth Supplemental
Indenture dated as of January 5, 1996
the Fifth Supplemental
Indenture dated as of February 7, 1996
and the Sixth Supplemental
Indenture dated as of June 30, 1996
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SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 7, 1997, among XXXXXXXX
BROADCASTING COMPANY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (formerly known as Act III Broadcasting, Inc. and
herein called the "Company"), having its principal office at 00 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company (herein called the "Trustee"), as successor Trustee
to The First National Bank of Boston, a national banking association duly
organized and existing under the laws of the United States, under the Indenture,
dated as of December 15, 1993, among the Company, the Trustee and the Guarantors
named therein (as supplemented and amended, the "Indenture"), and XXXXXXXX
BROADCASTING OF BUFFALO, INC., a corporation duly organized and existing under
the laws of the State of Delaware, XXXXXXXX BROADCASTING OF CHARLESTON, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
XXXXXXXX BROADCASTING OF DAYTON, INC., a corporation duly organized and existing
under the laws of the State of Delaware, XXXXXXXX BROADCASTING OF NASHVILLE,
INC., a corporation duly organized and existing under the laws of the State of
Tennessee, XXXXXXXX BROADCASTING OF NEVADA, INC., a corporation duly organized
and existing under the laws of the State of Nevada, XXXXXXXX BROADCASTING OF
RICHMOND, INC., a corporation duly organized and existing under the laws of the
State of Delaware, XXXXXXXX BROADCASTING OF ROCHESTER, INC., a corporation duly
organized and existing under the laws of the State of Delaware, XXXXXXXX
BROADCASTING OF TENNESSEE, INC., a corporation duly organized and existing under
the laws of the State of Delaware, XXXXXXXX BROADCASTING OF UTICA, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC., a corporation duly organized and
existing under the laws of the State of Delaware, XXXXXXXX BROADCASTING
MANAGEMENT SERVICES, INC., a corporation duly organized and existing under the
laws of the State of Delaware, and XXXXXXXX BROADCASTING LICENSE CORP., a
corporation duly organized and existing under the laws of the State of Delaware
(collectively, the "Guarantors"), the Guarantors being all of the Subsidiaries
of the Company and were formerly known by the names set forth in the Indenture,
each having its principal office at 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, except for Xxxxxxxx Broadcasting of Nevada, Inc., whose principal office
is 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000 and CASCOM INTERNATIONAL,
INC., a corporation duly organized and existing under the laws of the State of
Tennessee ("Cascom").
RECITAL OF THE TRUSTEE
WHEREAS, the Company, the Guarantors and the Trustee are parties to that
certain Indenture, dated as of December 15, 1993, as supplemented by the First
Supplemental Indenture thereto dated as of November 10, 1994, the Second
Supplemental Indenture thereto dated as of October 24, 1995, the Third
Supplemental Indenture thereto dated as
-1-
of November 21, 1995, the Fourth Supplemental Indenture thereto dated as of
January 5, 1996, the Fifth Supplemental Indenture thereto dated as of February
7, 1996 and the Sixth Supplemental Indenture thereto dated as of June 30, 1996
(as so supplemented, the "Indenture"), pertaining to $100,000,000 principal
amount of the Company's 9 5/8% Senior Subordinated Notes due 2003 (including the
related guarantees, the "Securities").
RECITALS OF THE COMPANY, THE GUARANTORS AND CASCOM
WHEREAS, Cascom is a newly formed, wholly-owned subsidiary of the Company;
WHEREAS, the Company, the Guarantors and Cascom desire, pursuant to Section
901 of the Indenture, to execute this Supplemental Indenture in order to comply
with Section 1017 of the Indenture; and
WHEREAS, the Company, the Guarantors and Cascom have duly authorized the
execution and delivery of this Supplemental Indenture in order for Cascom to
assume all the obligations of a Subsidiary Guarantor under the Securities and
the Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree for the equal and proportionate benefit
of all Holders of the Securities, as follows:
Section 1. Cascom hereby assumes all the obligations of a Guarantor, under
the Securities and the Indenture; and Cascom may exercise every right and power
of a Guarantor under the Indenture with the same effect as if Cascom had been
named as a Guarantor therein.
Section 2. Any notice or communication by the Trustee to Cascom shall be
addressed as follows:
Cascom International, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
Section 3. From and after the date hereof, the Indenture, as supplemented
by this Supplemental Indenture, shall be read, taken and construed as one and
the same instrument with respect to the Securities.
Section 4. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instruments.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year above written.
XXXXXXXX BROADCASTING COMPANY, INC.
XXXXXXXX BROADCASTING OF TENNESSEE, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF BUFFALO, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF CHARLESTON, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF DAYTON, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF NASHVILLE, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF NEVADA, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF RICHMOND, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF ROCHESTER, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF UTICA, INC.,
as Guarantor
XXXXXXXX BROADCASTING OF WEST VIRGINIA, INC.,
as Guarantor
XXXXXXXX BROADCASTING MANAGEMENT SERVICES, INC.,
as Guarantor
XXXXXXXX BROADCASTING LICENSE CORP.,
as Guarantor
By: /s/
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Title: President
CASCOM INTERNATIONAL, INC., as Guarantor
By: /s/
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Title: Chief Executive Officer
