1
EXHIBIT 4.2.2
2
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (C) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2)
AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇, (▇) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS
1
3
NOTE WITHIN THREE YEARS AFTER ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING
GIVEN TO THEM BY REGULATION S UNDER THE ACT.
CUSIP 704231-AA-7
Number 2
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
11 5/8% SENIOR SUBORDINATED NOTE DUE 2002
▇▇▇▇▇▇ Communications Corporation, a Delaware corporation (the
"Company", which term includes any successor corporation), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of One
Hundred Fifteen Million Dollars, on October 1, 2002.
Interest Payment Dates: April 1 and October 1, commencing April 1,
1996
Record Dates: March 15 and September 15
Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.
2
4
IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. Tek
-------------------------------------
[SEAL]
Certificate of Authentication:
This is one of the 11 5/8% Senior
Subordinated Notes due 2002 referred to in
the within-mentioned Indenture
Dated:
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Authorized Signatory
3
5
(REVERSE SIDE)
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
11 5/8% SENIOR SUBORDINATED NOTE DUE 2002
1. INTEREST.
▇▇▇▇▇▇ Communications Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note
semiannually on April 1 and October 1 of each year (each an "Interest Payment
Date"), commencing on April 1, 1996, at the rate of 11 5/8% per annum.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of the
original issuance of the Notes.
The Company shall pay interest on overdue principal, and on
overdue premium, if any, and overdue interest, to the extent lawful, at the
rate equal to 1% per annum in excess of the rate borne by the Notes.
2. METHOD OF PAYMENT.
The Company will pay interest on this Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the March 15 or
September 15 preceding the Interest Payment Date (whether or not such day is a
Business Day). The Holder must surrender this Note to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any,
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts; provided, however, that the
Company may pay principal, premium, if any, and interest by check payable in
such money. It may mail an interest check to the Holder's registered address.
3. PAYING AGENT AND REGISTRAR.
Initially, The Bank of New York, a New York banking
corporation (the "Trustee"), will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to the Holders
of the Notes. Neither the Company nor any of its Subsidiaries or Affiliates
may act as Paying Agent but may act as registrar or co-registrar.
4. INDENTURE; RESTRICTIVE COVENANTS.
The Company issued this Note under an Indenture dated as of
September 28, 1995 (the "Indenture") among the Company, the
4
6
Guarantors and the Trustee. The terms of this Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Section Section 77aaa-77bbbb) as in effect
on the date of the Indenture. This Note is subject to all such terms, and the
Holder of this Note is referred to the Indenture and said Trust Indenture Act
for a statement of them. All capitalized terms in this Note, unless otherwise
defined, have the meanings assigned to them by the Indenture.
The Notes are general unsecured obligations of the Company
limited to $230,000,000 aggregate principal amount. The Indenture imposes
certain restrictions on, among other things, the incurrence of indebtedness,
the incurrence of liens and the issuance of preferred stock by the Company and
its subsidiaries, mergers and sale of assets, the payments of dividends on, or
the repurchase of, capital stock of the Company and its subsidiaries, certain
other restricted payments by the Company and its subsidiaries, certain
transactions with, and investments in, its affiliates, certain sale and
lease-back transactions and a provision regarding change-of-control
transactions.
5. SUBORDINATION.
The Indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness as defined in
the Indenture, and this Note is issued subject to such provisions. Each Holder
of this Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder,
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note shall cease to be so subordinate and
subject in right of payment upon any defeasance of this Note referred to in
Paragraph 18 below.
6. OPTIONAL REDEMPTION.
The Company may redeem the Notes, in whole or in part, at any
time on or after October 1, 1999 at the redemption prices set forth in Section
3.07 of the Indenture, together, in each case, with accrued and unpaid
interest to the redemption date.
In addition, the Company may redeem Notes out of the Net
Proceeds of one or more Public Equity Offerings or Major Asset Sales at the
redemption price, in the amount and under the terms set forth in the Indenture.
5
7
7. NOTICE OF REDEMPTION.
Notice of redemption will be mailed via first class mail at
least 30 days but not more than 60 days prior to the redemption date to each
Holder of Notes to be redeemed at its registered address as it shall appear on
the register of the Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption unless the Company shall fail to redeem any such Note.
8. OFFERS TO PURCHASE.
The Indenture requires that certain proceeds from Asset Sales
be used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Notes in accordance with the procedures set forth
in the Indenture. The Company is also required to make an offer to purchase
Notes upon occurrence of a Change of Control in accordance with procedures set
forth in the Indenture.
9. REGISTRATION RIGHTS.
Pursuant to the Registration Rights Agreement among the
Company, the Guarantors and Wood Gundy Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as initial
purchasers of the Notes, the Company and the Guarantors will be obligated to
consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Note for Notes of a separate series issued
under the Indenture (or a trust indenture substantially identical to the
Indenture in accordance with the terms of the Registration Rights Agreement)
which have been registered under the Securities Act, in like principal amount
and having substantially identical terms as the Notes. The Holders shall be
entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.
10. DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. A Holder may register
the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the
transfer of or exchange any Note selected for redemption or register the
transfer of or exchange any Note for a period of 15 days before a selection of
Notes to be redeemed or any Note after it is called for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.
6
8
11. PERSONS DEEMED OWNERS.
The registered Holder of this Note may be treated as the owner
of it for all purposes.
12. UNCLAIMED MONEY.
If money for the payment of principal, premium or interest on
any Note remains unclaimed for two years, the Trustee or Paying Agent will pay
the money back to the Company at its request. After that, Holders entitled to
money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another person.
13. AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture or the Notes may
be modified, amended or supplemented by the Company, the Guarantors and the
Trustee with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding and any existing default or compliance
with any provision may be waived in a particular instance with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.
Without the consent of Holders, the Company, the Guarantors and the Trustee may
amend the Indenture or the Notes or supplement the Indenture for certain
specified purposes including providing for uncertificated Notes in addition to
certificated Notes, and curing any ambiguity, defect or inconsistency, or
making any other change that does not materially and adversely affect the
rights of any Holder.
14. SUCCESSOR ENTITY.
When a successor corporation assumes all the obligations of
its predecessor under the Notes and the Indenture and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation will be released from those obligations.
15. DEFAULTS AND REMEDIES.
Events of Default are set forth in the Indenture. If an Event
of Default (other than an Event of Default pursuant to Section 6.01(6) or (7)
of the Indenture with respect to the Company) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of not less than 25% in
aggregate principal amount of the Notes then outstanding, may declare to be
immediately due and payable the entire principal amount of all the Notes then
outstanding plus accrued but unpaid interest to the date of acceleration;
provided, however, that after such acceleration but before judgement or decree
based on such acceleration is obtained by the Trustee, the Holders of a
majority in aggregate principal
7
9
amount of the outstanding Notes may, under certain circumstances, rescind and
annul such acceleration and its consequences if all existing Events of Default,
other than the nonpayment of principal, premium or interest that has become due
solely because of the acceleration, have been cured or waived and if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto. In
case an Event of Default specified in Section 6.01(6) or (7) of the Indenture
with respect to the Company occurs, such principal amount, together with
premium, if any, and interest with respect to all of the Notes, shall be due
and payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Notes.
16. TRUSTEE DEALINGS WITH THE COMPANY.
The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company, any Guarantor or their Affiliates, and may otherwise deal with
the Company, any Guarantor or their Affiliates, as if it were not Trustee.
17. NO RECOURSE AGAINST OTHERS.
As more fully described in the Indenture, a director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not
have any liability for any obligations of the Company or any Guarantor under
the Notes or the Indenture or for any claim based on, in respect or by reason
of, such obligations or their creation. The Holder of this Note by accepting
this Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Note.
18. DEFEASANCE AND COVENANT DEFEASANCE.
The Indenture contains provisions for defeasance of the entire
indebtedness on this Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.
19. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder of
a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts
to Minors Act).
20. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Company has caused
8
10
CUSIP Numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders of the
Notes. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.
21. GOVERNING LAW.
THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.
THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
9
11
ASSIGNMENT
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)
and irrevocably appoint:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.
[Check One]
[ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided
by Rule 144A thereunder.
or
[ ] (b) this Note is being transferred other than in accordance with
(a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the
Indenture.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.15 of the Indenture shall have
been satisfied.
12
Date: Your Signature:
---------------------------- -----------------------
--------------------------------------
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:
--------------------------------------
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Date:
---------------------------- ------------------------------------------
NOTICE: To be executed by
an executive officer
13
FORM OF NOTATION ON NOTE
RELATING TO GUARANTEE
Each Guarantor (the "Guarantor", which term includes any
successor Person under 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 each 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.
This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.
Guarantors:
▇▇▇▇▇▇ COMMUNICATIONS TELEVISION, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF FLORIDA, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS LP, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS MANAGEMENT
COMPANY
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS MARKETING, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS NETWORKS, INC.
(a Florida corporation)
14
-2-
▇▇▇▇▇▇ OUTDOOR, INC.
(a Florida corporation)
▇▇▇▇▇▇ NETWORKS, INC.
(a Florida corporation)
EXCEL MARKETING ENTERPRISES, INC.
(a Florida corporation)
INFOMALL CABLE NETWORK, INC.
(a Delaware corporation)
INFOMALL TV NETWORK, INC.
(a Delaware corporation)
INFOMALL LOS ANGELES, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF AKRON-23, INC.
(a Florida corporation)
▇▇▇▇▇▇ AKRON LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF ATLANTA-14, INC.
(a Florida corporation)
▇▇▇▇▇▇ ATLANTA LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF BOSTON-60, INC.
(a Florida corporation)
▇▇▇▇▇▇ BOSTON LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF CLEVELAND-67,
INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF COOKEVILLE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COOKEVILLE LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF DALLAS-68, INC.
(a Florida corporation)
15
-3-
▇▇▇▇▇▇ ▇▇▇▇▇▇ LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF DAYTON-26, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF DENVER-59, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF FT. ▇▇▇▇▇▇-34,
INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF HOUSTON-49, INC.
(a Florida corporation)
▇▇▇▇▇▇ HOUSTON LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF LOS ANGELES-30,
INC.
(a Florida corporation)
▇▇▇▇▇▇ LOS ANGELES LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF MIAMI-35, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF MILWAUKEE-55,
INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF MINNEAPOLIS-45,
INC.
(a Florida corporation)
▇▇▇▇▇▇ MINNEAPOLIS LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF NEW LONDON-26,
INC.
(a Florida corporation)
▇▇▇▇▇▇ NEW LONDON LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF NEW YORK-43,
INC.
(a Florida corporation)
16
-4-
▇▇▇▇▇▇ NEW YORK LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF ORLANDO-56,
INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF PHILADELPHIA-61,
INC.
(a Florida corporation)
▇▇▇▇▇▇ PHILADELPHIA LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF PHOENIX-13,
INC.
(a Florida corporation)
▇▇▇▇▇▇ PHOENIX LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF ST. LOUIS, INC.
(a Florida corporation)
▇▇▇▇▇▇ ST. ▇▇▇▇▇ LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF SAN ▇▇▇▇-65,
INC.
(a Florida corporation)
▇▇▇▇▇▇ SAN ▇▇▇▇ LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF TAMPA-66,
INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF WASHINGTON-60,
INC.
(a Florida corporation)
▇▇▇▇▇▇ WASHINGTON LICENSE, INC.
(a Florida corporation)
▇▇▇▇▇▇ COMMUNICATIONS OF WEST PALM
BEACH-25, INC.
(a Florida corporation)
17
-5-
▇▇▇▇▇▇ WEST PALM BEACH LICENSE, INC.
(a Florida corporation)
By: /s/ ▇▇▇▇▇▇ ▇. Tek
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. Tek
Title: Vice President and Treasurer
▇▇▇▇▇▇ BROADCASTING OF JACKSONVILLE,
LIMITED PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ JACKSONVILLE LICENSE LIMITED
PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ BROADCASTING OF MIAMI, LIMITED
PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ MIAMI LICENSE LIMITED PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ BROADCASTING OF ORLANDO, LIMITED
PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LICENSE LIMITED
PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ BROADCASTING OF TAMPA, LIMITED
PARTNERSHIP
(a Florida partnership)
▇▇▇▇▇▇ TAMPA LICENSE LIMITED PARTNERSHIP
(a Florida partnership)
By: ▇▇▇▇▇▇ Communications of Florida,
Inc., their general partner
By: /s/ ▇▇▇▇▇▇ ▇. Tek
--------------------------------
Name: ▇▇▇▇▇▇ ▇. Tek
Title: Vice President and Treasurer
18
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.10 or Section 4.19 of the
Indenture, check the appropriate box:
[ ] Section 4.10 [ ] Section 4.19
If you want to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.19 of the Indenture, state the
amount you elect to have purchased:
$
--------------------------
Date:
---------------------
Your Signature:
-------------------------------------
(Sign exactly as your name appears on the face
of this Note)
--------------------------------------------
Signature Guaranteed