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EXHIBIT 4.17
DECLARATION OF TRUST OF
CCCI CAPITAL TRUST III
THIS DECLARATION OF TRUST, dated as of July 30, 1997, among Clear
Channel Communications, Inc., a Texas corporation, as Depositor (the
"Depositor"), The Bank of New York (Delaware), a Delaware banking corporation,
not in its individual capacity but solely as trustee (the "Delaware Trustee")
and Xxxxxxx X. Xxxx, Xx. and Houston Lane, as trustees (the "Regular Trustees"
and collectively with the Delaware Trustee, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:
1. The trust created hereby shall be known as CCCI Capital Trust III, in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with
the provisions of the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance by such Trust of the Preferred Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such Amended and Restated Declaration of Trust, the Trustees shall not have any
duty or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to
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file with the Securities and Exchange Commission (the "Commission") and
execute, in each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any pre-effective
or post- effective amendments to such 1933 Act Registration Statement, relating
to the registration under the Securities Act of 1933, as amended, of the
Preferred Securities of the Trust and certain other Securities and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under Section 12(b)
of the Securities Exchange Act Of 1934, as amended; (ii) to file with the New
York Stock Exchange (the "Exchange") and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Preferred Securities to be listed on the Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the Securities or blue sky laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain Underwriting
Agreement relating to the Preferred Securities, among the Trust, the Depositor
and the several Underwriters named therein, substantially in the form to be
included as an Exhibit to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i) through (iii) above is required by
the rules and regulations of the Commission, the Exchange or any other national
stock exchange or state Securities or blue sky laws, to be executed on behalf
of the Trust by the Trustees, any Regular Trustee, in his capacity as Trustee
of the Trust, is hereby authorized and directed to join in any such filing and
to execute on behalf of the Trust any and all of the foregoing, it being
understood that The Bank of New York (Delaware), in its capacity as Trustee of
the Trust, shall not be required to join in any such filing or execute on
behalf of the Trust any such document unless required by the rules and
regulations of the Commission, the Exchange or any other national stock
exchange or state Securities or blue sky laws. In connection with all of the
foregoing, the Depositor hereby constitutes and appoints Xxxxxxx X. Xxxx, Xx.
and Houston Lane, and each of them, as its true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the
Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
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effective amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might or could
do in person, thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their respective substitute or substitutes, shall
do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by
a written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. subject to the foregoing,
the Depositor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days' prior written notice to the
Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Business
Trust Act.
8. This Declaration of Trust shall be governed by and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principals).
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
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CLEAR CHANNEL COMMUNICATIONS, INC.,
as Depositor
By:
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Name:
Title:
THE BANK OF NEW YORK (DELAWARE), not in
its individual capacity but solely as Delaware
Trustee
By:
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Name: Xxxxxx Xxxxxx
Title:
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as Regular Trustee
Name: Xxxxxxx X. Xxxx, Xx
Title: Senior Vice President
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as Regular Trustee
Name: Houston Lane
Title: Vice President
