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EXHIBIT 4.3.9
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CAPSTAR RADIO BROADCASTING PARTNERS, INC.,
(FORMERLY KNOWN AS COMMODORE MEDIA, INC.) AS ISSUER,
THE PARTIES LISTED
ON THE SIGNATURE PAGES
HERETO AS GUARANTORS,
AS GUARANTORS,
AND
IBJ SCHRODER BANK & TRUST COMPANY, AS TRUSTEE
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AMENDMENT NO. 8
DATED AS OF JUNE 25, 1997
TO THE
INDENTURE
DATED AS OF APRIL 21, 1995
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$76,808,000
13 1/4% SENIOR SUBORDINATED NOTES DUE 2003
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AMENDMENT NO. 8, dated as of June 23, 1997 ("Amendment No. 8"), to the
INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"), among
CAPSTAR RADIO BROADCASTING PARTNERS, INC. (formerly known as 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 SCHRODER 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:
1. On June 3, 1997, the corporate name of Commodore Media, Inc.
was changed to Capstar Radio Broadcasting Partners, Inc. All references in the
Indenture shall be to the new corporate name of such entity.
2. Pacific Star Communications, Inc., a Delaware corporation
("Pacific Star"), is a wholly-owned subsidiary of the Company and is a
Restricted Subsidiary acquired or created pursuant to Section 4.14(ii) of the
Indenture. Pacific Star delivers herewith the Guarantee attached as Exhibit A
to this Amendment No. 8 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, Pacific Star shall be deemed
a party to the Indenture by virtue of its execution of this Amendment No. 8 and
the defined term the "Guarantor" contained in Article 1.01 of the Indenture
shall be deemed to include Pacific Star.
3. This Amendment No. 8 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.
4. This Amendment No. 8 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.
5. THIS AMENDMENT NO. 8 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 THAT WOULD RESULT IN THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION).
6. 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. 8. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 8.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 8 to
the Indenture to be duly executed and attested as of the date and year first
written above.
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
By: /s/ William S. Banowsky, Jr.
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William S. Banowsky, Jr.
Executive Vice President
ATTEST:
/s/ Kathy Archer
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Kathy Archer
Assistant Secretary
GUARANTORS:
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ATLANTIC STAR COMMUNICATIONS, INC.
CAPSTAR ACQUISITION COMPANY, 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
PACIFIC STAR COMMUNICATIONS, INC.
By: /s/ William S. Banowsky, Jr.
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William S. Banowsky, Jr.
Vice President
ATTEST:
/s/ Kathy Archer
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Kathy Archer
Assistant Secretary
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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.
OSBORN ENTERTAINMENT ENTERPRISES
CORPORATION
ORANGE COMMUNICATIONS, INC.
MOUNTAIN RADIO CORPORATION
LADNER 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.
NELSON BROADCASTING CORPORATION
SHORT BROADCASTING CORPORATION
JAMBOREE IN THE HILLS, INC
BEATRICE BROADCASTING CORP.
CURREY BROADCASTING CORPORATION
OSBORN SOUND AND COMMUNICATIONS CORP
WAITE BROADCASTING CORP. .
AMERON BROADCASTING CORPORATION
WNOK ACQUISITION COMPANY, INC.
DIXIE BROADCASTING, INC.
RADIO WBHP, INC.
By: /s/ William S. Banowsky, Jr.
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William S. Banowsky, Jr.
Vice President
ATTEST:
/s/ Kathy Archer
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Kathy Archer
Assistant Secretary
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MOUNTAIN LAKES BROADCASTING, L.L.C.
By: Dixie Broadcasting, Inc.,
its Member
By: /s/ William S. Banowsky, Jr.
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William S. Banowsky, Jr.
Vice President
ATTEST:
/s/ Kathy Archer
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Kathy Archer
Assistant Secretary
By: Radio WBHP, Inc.,
its Member
By: /s/ William S. Banowsky,
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William S. Banowsky, Jr.
Vice President
ATTEST:
/s/ Kathy Archer
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Kathy Archer
Assistant Secretary
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MUSIC HALL CLUB, INC.
By: /s/ Larry Anderson
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Larry Anderson
President
ATTEST:
/s/ Nancy Anderson
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Nancy Anderson
Secretary and Treasurer
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IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
By: /s/ Thomas McCutcheon
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Thomas McCutcheon
Assistant Vice President
ATTEST:
/s/ Barbara McCluskey
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Barbara McCluskey
Assistant Secretary
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EXHIBIT A
GUARANTEE
The Guarantor (the "Guarantor," which term includes any successor
Person under the Indenture, dated April 21, 1995, as amended, among Capstar
Radio Broadcasting Partners, Inc. and its subsidiaries and IBJ Schroder Bank &
Trust Company (the "Indenture")) has unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, to the extent set forth in the
Indenture and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of and interest on the Notes, whether at
maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Noteholders or the Trustee all in accordance with the terms set forth in
Article 10 of the Indenture, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.
The obligations of the Guarantor to the Noteholders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms of this Guarantee. Terms used and not defined herein shall have
the meaning set forth in the Indenture.
GUARANTOR:
PACIFIC STAR COMMUNICATIONS, INC.
By: /s/ William S. Banowsky, Jr.
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Name: William S. Banowsky, Jr.
Title: Vice President