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EXHIBIT 4.8
FORM OF SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
________ __, 1999, by and between SPANISH BROADCASTING SYSTEM, INC., a Delaware
corporation (the "Company"), the Guarantors and IBJ WHITEHALL BANK & TRUST
COMPANY, a banking organization organized under the laws of New York, as trustee
(the "Trustee").
WITNESSETH:
WHEREAS, in accordance with Section 9.02 of the Indenture, relating
to the 11% Senior Notes due 2004, Series B (the "Notes") of the Company, dated
as of March 15, 1997, by and between the Company, the Guarantor Subsidiaries and
the Trustee (the "Indenture"), the Trustee, the Guarantor Subsidiaries, the
Company and the Holders of more than a majority in principal amount of the Notes
outstanding as of the date hereof desire to amend certain terms of the Indenture
as described below (the "Proposed Amendments"); and
WHEREAS, the Company intends to consummate a series of
reorganization transactions (collectively, the "Reorganization") designed to
simplify its corporate and capital structure, which include among other
transactions: (i) the redesignation of the Company's previously outstanding
shares of Class A Common Stock into shares of currently outstanding Class B
Common Stock and the fifty-to-one stock split of the Company's Class B Common
Stock; (ii) an initial public offering of the Company's Class A Common Stock,
par value $.0001 per share (the "IPO"), as described in the registration
statement on Form S-1 originally filed on August 18, 1999 (Registration No.
333-85499), as amended, with the Securities and Exchange Commission (the
"Commission"); (iii) a public offering by the Company of $235.0 million
aggregate principal amount of its senior subordinated notes due 2009 (the "Debt
Offering"), as described in the registration statement on Form S-1 originally
filed on August 18, 1999 (Registration No. 333-85519), as amended, with the
Commission; (iv) the use by the Company of the net proceeds of the IPO to redeem
its 14 1/4% Senior Exchangeable Preferred Stock; and (v) a concurrent tender
offer for the Company's 12 1/2% Senior Notes due 2002 (the "12 1/2% Notes").
WHEREAS, the Company has solicited (the "Solicitation") consents
from the Holders to the amendments contained in this Supplemental Indenture and
the Company has received consents from Holders of more than a majority in
principal amount of the Notes outstanding as of the date hereof; and
WHEREAS, the Board of Directors of the Company has authorized this
Supplemental Indenture; and
WHEREAS, concurrent with the Solicitation, the Company has offered
to purchase for cash any and all of the outstanding Notes from the Holders
thereof upon the terms
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and conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated September 30, 1999, as amended from time to time (the "Offer");
and
WHEREAS, it is intended that this Supplemental Indenture become
effective upon acceptance for purchase by the Company pursuant to the Offer of
the Notes tendered into the Offer; and
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement to the Indenture according to its terms and the terms of the
Indenture have been done:
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Indenture.
SECTION 2. Deletion of Certain Definitions. The following
definitions in Section 1.01 of the Indenture are hereby deleted in their
entirety:
Acquisition Indebtedness
Affiliate Transaction
Attributable Debt
Bank Indebtedness
Capitalized Lease Obligations
Certificate of Designation
Consolidated Interest Expense
Consolidated Net Income
Credit Facility
EBITDA
Exchange Debentures
fair market value
FCC
Independent Financial Advisor
Infinity Note
Investments
Net Income
Old Warrants
Permitted Investments
Permitted Liens
Property
Ratio Indebtedness
Redeemable Dividend
Refinancing Indebtedness
Restricted Payment
Sale and Leaseback Transaction
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Senior Preferred Stock
Temporary Cash Investments
Warrants
Wholly Owned Subsidiary
SECTION 3. Amendment of Certain Definitions. The following
definition in Section 1.01 of the Indenture shall be amended as indicated:
Guarantee. The text of the definition of Guarantee is hereby
restated to read in its entirety as follows:
"Guarantee" means an unconditional guarantee
executed by an Unrestricted Subsidiary.
SECTION 4. Waiver of Application of Covenants. Subject to Section
9(b) hereof, the application of the covenants contained in the Indenture is
hereby waived to the extent required to effect the Reorganization that is
consummated substantially concurrently with the consummation of the Offer (the
"Waiver").
SECTION 5. Deletion of Certain Covenants. The text of Sections 4.03
(Limitation on Additional Indebtedness), 4.04 (Limitation on Restricted
Payments), 4.05 (Corporate Existence), 4.06 (Payment of Taxes and Other Claims),
4.07 (Maintenance of Properties and Insurance), 4.08 (Compliance Certificate;
Notice of Default), 4.09 (Compliance with Laws), 4.10 (SEC Reports), 4.11
(Waiver of Stay, Extension or Usury Laws), 4.13 (Limitation on Investments),
4.14 (Limitation on Preferred Stock of Restricted Subsidiaries), 4.15
(Limitation on Liens), 4.18 (Limitations on Transactions with Affiliates), 4.19
(Limitation on Creation of Subsidiaries), 4.20 (Limitation on Capital Stock of
Restricted Subsidiaries), 4.21 (Lines of Business), 4.22 (Payment of Consents)
and 4.23 (Limitation on Sale and Lease-Back Transactions) of the Indenture is
hereby deleted in its entirety and is hereby replaced, in each such Section,
with "[Intentionally Deleted by Amendment]."
SECTION 6. Deletion of Certain Restrictions with Respect to Mergers
and Consolidations. The text of Sections 5.01(a)(ii) and 5.01(c)(iv)
(Limitations on Mergers and Consolidations) of the Indenture are hereby deleted
in their entirety and replaced with "[Intentionally Deleted by Amendment]."
SECTION 7. Deletion of Certain Events of Default. The text of
paragraphs (3), (4) and (7) of Section 6.01 of the Indenture are hereby deleted
in their entirety and are hereby replaced with "[Intentionally Deleted by
Amendment]." Any reference to the text "or any Restricted Subsidiary" in
paragraphs 6.01(5) and (6) is hereby deleted in its entirety.
SECTION 8. Deletion of Certain Cross-References. Any reference to
Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15,
4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 5.01(a)(ii), 5.01(c)(iv), 6.01(3), 6.01(4)
and 6.01(7) in the Indenture is hereby deleted.
SECTION 9. Effect of Supplemental Indenture. (a) Upon the execution
and delivery of this Supplemental Indenture by the Company, the Guarantors and
the Trustee, the Indenture shall be amended and supplemented in accordance
herewith, and this Supplemental
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Indenture shall form a part of the Indenture for all purposes, and every Holder
of Securities heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby, as hereby amended and supplement; provided,
however, the Proposed Amendments, except as described in (b) with respect to the
Waiver, shall not become operative until the Company has notified the Trustee
that it has accepted for payment at least a majority of the outstanding
principal amount of the Securities pursuant to the offer to purchase for cash
any and all of the Notes, (and at such time the Proposed Amendments shall
automatically become operative without the requirement of any further action by
or notice to the Company, the Guarantor Subsidiaries, the Trustee or any Holder
of Securities).
(b) The Waiver shall become operative immediately upon execution and
delivery of this Supplemental Indenture by the Company, the Guarantors and the
Trustee. However, if the Offer is terminated or withdrawn or the tendered Notes
are not accepted for payment pursuant to the Offer, the Waiver will cease to be
operative.
SECTION 10. Governing Law. This Supplemental Indenture shall be
governed by the laws of the State of New York.
SECTION 11. Counterparts. This Supplemental Indenture may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
SPANISH BROADCASTING SYSTEM, INC.
a Delaware corporation
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM, INC.
a New Jersey corporation
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
CALIFORNIA, INC.
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
FLORIDA, INC.
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM
NETWORK, INC.
By: ___________________________
Name:
Title:
SBS PROMOTIONS, INC.
By: ___________________________
Name:
Title:
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XXXXXXX HOLDINGS, INC.
By: ___________________________
Name:
Title:
SBS OF GREATER NEW YORK, INC.
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
ILLINOIS, INC.
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
GREATER MIAMI, INC.
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
SAN ANTONIO, INC.
By: ___________________________
Name:
Title:
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SPANISH BROADCASTING SYSTEM OF
PUERTO RICO, INC. a Delaware corporation
By: ___________________________
Name:
Title:
SPANISH BROADCASTING SYSTEM OF
PUERTO RICO, INC. a Puerto Rico corporation
By: ___________________________
Name:
Title:
JUJU MEDIA, INC.
By: ___________________________
Name:
Title:
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
By: ___________________________
Name:
Title:
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