EX-4.4






Exhibit 4.4




 





FIRST SUPPLEMENTAL INDENTURE




dated as of March 26, 2009




to




INDENTURE




dated as of May 5, 2006




Among




CMP SUSQUEHANNA CORP.,




THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO




And




WELLS FARGO BANK, N.A.,




as Trustee




9 7/8% SENIOR SUBORDINATED NOTES DUE 2014




 















 








FIRST SUPPLEMENTAL INDENTURE




     First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 26,
2009, among CMP Susquehanna Corp., a Delaware corporation (the “Issuer”), the Guarantors
(as defined in the Indenture referred to below) and Wells Fargo Bank, N.A., as Trustee (the
“Trustee”).



W I T N E S S E T H




     WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of May 5, 2006, providing for the issuance
of the 9 7/8% Senior Subordinated Notes due 2014 (the “Notes”);



     WHEREAS, the Issuer has offered to exchange the outstanding Notes and has solicited consents
of Holders of outstanding Notes to certain amendments (the “Amendments”) to the Indenture,
in each case upon the terms and subject to the conditions set forth the confidentially offering
memorandum and consent solicitation statement dated March 9, 2009 (the “Offering
Memorandum”);



     WHEREAS, the Issuer and the Guarantors desire to supplement the Indenture to amend certain
covenants and other terms and provisions contained in the Indenture as contemplated by the
Amendments;



     WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Indenture may be
amended or supplemented with the consent of the Holders of at least a majority in principal amount
of the then-outstanding Notes;



     WHEREAS, as of the date hereof, $247,265,000 aggregate principal amount of Notes are issued
and outstanding under the Indenture, which amount includes $59,671,000 principal amount of Notes
owned by the Issuer that, pursuant to Section 2.09 of the Indenture, are not considered to be
outstanding in determining whether Holders of the required principal amount of Notes have consented
to the Amendments;



     WHEREAS, Section 9.03 of the Indenture provides, among other things, that every amendment or
supplement to the Indenture or the Notes shall be set forth in an amended or supplemental indenture
that complies with the Trust Indenture Act as then in effect;



     WHEREAS, pursuant to a consent solicitation by the Issuer, the Issuer received and delivered
to the Trustee consents of Holders of at least a majority in aggregate principal amount of the
then-outstanding Notes consenting to the amendments to the Indenture that require such consent,
which amendments are set forth herein; and



     WHEREAS, upon execution and delivery of this Supplemental Indenture, all things necessary to
make this Supplemental Indenture a valid and legally binding agreement of the Issuer and each of
the Guarantors have been done;



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     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:



ARTICLE ONE




AMENDMENTS TO THE INDENTURE




     Section 1.01 Amendment to Section 3.02. The first sentence of Section 3.02 –
“Selection of Notes to be Redeemed or Purchased” is hereby deleted in its entirety and replaced
with the following text:




     “If less than all of the Notes are to be redeemed pursuant to Section 3.07
hereof at any time, the Trustee shall select the Notes to be redeemed or purchased
(a) if the Notes are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange on which the Notes
are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata
basis is not practicable, by lot or by such other method the Trustee considers fair
and appropriate.”



     Section 1.02 Deletion of Certain Sections and Subsections of the Indenture. The text
of each of the following sections and subsections of the Indenture is hereby deleted in its
entirety and replaced with the text “[Intentionally Omitted]”:




(a) Section 4.02 – “Maintenance of Office or Agency”;




(b) Section 4.03 – “Reports and Other Information”;




(c) Section 4.04 – “Compliance Certificate”;




(d) Section 4.05 – “Taxes”;




(e) Section 4.06 – “Stay, Extension and Usury Laws”;




(f) Section 4.07 – “Limitation on Restricted Payments”;




(g) Section 4.08 – “Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries”;




(h) Section 4.09 – “Limitation on Incurrence of Indebtedness and Issuance of Disqualified
Stock and Preferred Stock”;




(i) Section 4.11 – “Transactions with Affiliates”;




(j) Section 4.12 – “Liens”;




(k) Section 4.13 – “Corporate Existence”;



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(l) Section 4.15 – “Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;




(m) Section 4.16 – “Limitation on Layering”;




(n) Section 4.17 – “KC Divestiture Trust”;




(o) Section 5.01 – “Merger, Consolidation or Sale of All or Substantially All Assets”;




(p) Subsections (a)(3), (4), (5), (6), (7) and (9) and (b) of Section 6.01 – “Events of
Default”;




(q) Subsection (b) of Section 6.02 – “Acceleration”; and




(r) Section 8.04 – “Conditions to Legal or Covenant Defeasance”.



     Section 1.03 Amendment to Table of Contents. The Table of Contents of the Indenture
is amended by deleting the titles to Sections 4.02 through 4.09, 4.11 through 4.13, 4.15 through
4.17, 5.01 and 8.04 and inserting the text “[Intentionally Omitted]”.



     Section 1.04 Amendment and Elimination of Certain Definitions. Sections 1.01 and 1.02
of the Indenture are hereby amended by deleting in its entirety the definition of each of the terms
that is used in the Indenture only in the sections and subsections deleted pursuant to Section 1.02
hereof.



     Section 1.05 Amendment and Elimination of Certain Section References. The Indenture
is amended by deleting all references to sections and subsections of the Indentures that are
deleted pursuant to Section 1.02 hereof.



     Section 1.06 Amendment to the Notes and Guarantees. The Notes and Guarantees are
amended to delete all provisions inconsistent with the amendments to the Indenture made pursuant to
this Article I.



ARTICLE TWO




EFFECTIVENESS




     Section 2.01 Effectiveness of Amendments to the Indenture. This Supplemental
Indenture shall be effective and binding immediately upon its execution by the parties hereto but,
notwithstanding an earlier execution date, Article I of this Supplemental Indenture shall not
become operative until the Early Settlement Date (as defined in the Offering Memorandum) or if
there is no Early Settlement Date, the Final Settlement Date (as defined in the Offering
Memorandum). Prior to the Early Settlement Date, or if there is no Early Settlement Date, the
Final Settlement Date, the Issuer may terminate this Supplemental Indenture upon written notice to
the Trustee.



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     Section 2.02 Continuing Effect of the Indenture. Except as expressly provided herein,
all of the terms, provisions and conditions of the Indenture and the Notes outstanding thereunder
shall remain in full force and effect.



ARTICLE THREE




MISCELLANEOUS




     Section 3.01 Definitions. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     Section 3.02 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 3.03 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.



     Section 3.04 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



     Section 3.05 Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contains herein, all of which recitals are made solely by the Issuer and
the Guarantors.



     Section 3.06 Successors. All agreements of the Issuer in this Supplemental Indenture
shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind
its successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its
successors.



     Section 3.07 Severability. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     Section 3.08 Trust Indenture Act Controls. If any provision of this Supplemental
Indenture limits, qualifies, or conflicts with the duties imposed by Trust Indenture Act Section
318(c), the imposed duties shall control.



     Section 3.09 Benefits of Supplemental Indenture. Nothing expressed or implied or
mentioned herein is intended or shall be construed to give any person, other than the parties
hereto and their successors and the Holders, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture, the Indenture or the Notes or any provision contained
herein or therein.



[Signatures on following page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	CMP SUSQUEHANNA CORP.

 	 
	 	By:  	/s/ Lewis W. Dickey, Jr.
 	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief

Executive Officer 	 
	 
	 	CMP SUSQUEHANNA RADIO HOLDINGS CORP.

 	 
	 	By:  	/s/ Lewis W. Dickey, Jr.
 	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief

Executive Officer 	 
	 
	 	SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A

 	 
	 	By:  	/s/ Lewis W. Dickey, Jr.
 	 
	 	 	Name:  	Lewis W. Dickey, Jr. 	 
	 	 	Title:  	Chairman, President and Chief

Executive Officer 	 
	 
	 	WELLS FARGO BANK, N.A., as Trustee

 	 
	 	By:  	/s/ Lynn M. Steiner
 	 
	 	 	Name:  	Lynn M. Steiner 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to First Supplemental Indenture]





 









 





Schedule A




SUBSIDIARY GUARANTORS




KLIF Broadcasting, Inc.

KLIF Lico, Inc.

KPLX Lico, Inc.

Radio Metroplex, Inc.

Susquehanna Media Co.

Susquehanna Pfaltzgraff Co.

Susquehanna Radio Corp.

CMP KC Corp.

CMP Houston-KC, LLC