Exhibit 4.2


THIRD SUPPLEMENTAL
INDENTURE


 


THIRD SUPPLEMENTAL
INDENTURE, (this “Supplemental Indenture”) dated as of February 19, 2014, by and among the parties that are
signatories hereto as Guarantors (the “Guaranteeing Subsidiaries”), Townsquare Radio, LLC, a Delaware limited
liability company (the “Company”) Townsquare Radio, Inc., a Delaware corporation (“Finance” and,
together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein)
and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.


 


W I T N E S S
E T H:


 


WHEREAS, each of the
Issuers, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of April 4, 2012 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal
amount of $410.9 million of 9.00% Senior Notes due 2019 of the Issuers (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental
indenture to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other
Guarantors, all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein
and under the Indentures’ (the “Guarantee”); and


 


WHEREAS, pursuant
to Section 9.1 of the Indenture, the Issuers, any Guarantor and the Trustee are authorized to execute and deliver a supplemental
indenture to add additional Guarantors, without the consent of any Holder;


 


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


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1           Defined
Terms.   As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto
are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words
of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof.


 


ARTICLE II


 


AGREEMENT TO BE BOUND; GUARANTEE


 


Section 2.1           Agreement
to be Bound.   Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Guarantor and
as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.


 


Section 2.2           Guarantee.
  Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully,
unconditionally and irrevocably Guarantee to each Holder


 




    	 



    	 



    

 


of the Notes and the Trustee the Guaranteed Obligations pursuant
to Article X of the Indenture on a senior basis.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1           Notices.
  All notices and other communications to the Guaranteeing Subsidiaries shall be given as provided in the Indenture
to the Guaranteeing Subsidiaries, at the address set forth below, with a copy to the Issuers as provided in the Indenture for
notices to the Issuers.


 


c/o Townsquare Radio, LLC


Townsquare Radio, Inc.


240 Greenwich Avenue


Greenwich, CT 06830


Attention: Chief Financial Officer


Facsimile: (203) 861-0920


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Ave.


New York, New York 10022


Attention: Joshua Korff, Esq.


Facsimile: (212) 446-4900


 


Section 3.2           Merger
and Consolidation.   No Guaranteeing Subsidiary shall sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into another Person (other than the Issuers or any Restricted Subsidiary that
is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(f) of the Indenture.


 


Section 3.3           Release
of Guarantee.   This Guarantee shall be released in accordance with Section 10.2 of the Indenture.


 


Section 3.4           Parties.
  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture
or the Indenture or any provision herein or therein contained.


 


Section 3.5           Governing
Law.   This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


Section 3.6           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 and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.


 


Section 3.7           Benefits
Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.
Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture


 




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and this Supplemental Indenture and that
the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.


 


Section 3.8           Ratification
of Indenture; Supplemental Indentures Part of Indenture.   Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.


 


Section 3.9           The
Trustee.   The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental
Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.


 


Section 3.10         Counterparts.
  The parties hereto 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. The exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to
the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 3.11         Execution
and Delivery.  Each of the Guaranteeing Subsidiaries agree that the Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of any such Guarantee.


 


Section 3.12         Headings.
 The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any provisions hereof.




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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.


 


	 	TOWNSQUARE RADIO, LLC
	 	 	 
	 	By:	/s/ Stuart Rosenstein
	 	Name: Stuart Rosenstein
	 	Title: Executive Vice President,
    Chief Financial Officer and

 Secretary
	 	 	 
	 	TOWNSQUARE RADIO, INC.
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	Name: Stuart Rosenstein
	 	Title: Executive Vice President,
    Chief Financial Officer and

 Secretary


 


	 	LYLA ACQUISITION COMPANY,
    LLC
	 	LYLA INTERMEDIATE HOLDING, LLC
	 	TOWNSQUARE MEDIA BATTLE CREEK LLC
	 	TOWNSQUARE MEDIA BOISE, LLC
	 	TOWNSQUARE MEDIA CEDAR RAPIDS LLC
	 	TOWNSQUARE MEDIA DANBURY LLC
	 	TOWNSQUARE MEDIA DUBUQUE, LLC
	 	TOWNSQUARE MEDIA FARIBAULT LLC
	 	TOWNSQUARE MEDIA KALAMAZOO LLC
	 	TOWNSQUARE MEDIA LANSING LLC
	 	TOWNSQUARE MEDIA PORTLAND LLC
	 	TOWNSQUARE MEDIA PORTSMOUTH LLC
	 	TOWNSQUARE MEDIA POUGHKEEPSIE, LLC
	 	TOWNSQUARE MEDIA QUAD CITIES LLC
	 	TOWNSQUARE MEDIA ROCHESTER LLC
	 	TOWNSQUARE MEDIA ROCKFORD LLC
	 	TOWNSQUARE MEDIA WATERLOO LLC
	 	ZADER ACQUISITION COMPANY LLC
	 	as Guaranteeing Subsidiaries 




 


	 	By:	/s/ Stuart Rosenstein
	 	Name: Stuart Rosenstein
	 	Title: Executive Vice President,
    Chief Financial Officer and 

Secretary


 


[Signature Page to Supplemental Indenture]


 




    	 



    	 



    

 


	 	WILMINGTON TRUST, NATIONAL
    ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Joseph P O’Donnell
	 	Name:	Joseph P O’Donnell
	 	Title:	Vice President


 


[Signature
Page to Supplemental Indenture]