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EXHIBIT 4.7.7
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AMFM OPERATING INC.
AS OBLIGOR
AND
THE GUARANTORS NAMED HEREIN
AND
U.S. TRUST COMPANY OF TEXAS, N.A.,
AS TRUSTEE
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SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 19, 1999
TO
INDENTURE
DATED AS OF FEBRUARY 14, 1996
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$200,000,000
9 3/8% SENIOR SUBORDINATED NOTES DUE 2004
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SIXTH SUPPLEMENTAL INDENTURE dated as of November 19, among AMFM OPERATING,
INC. a Delaware corporation (formerly Capstar Communications, Inc., the
"Company"), the subsidiaries listed on Schedule I hereto (collectively, the "New
Subsidiary Guarantors") and U.S. TRUST COMPANY OF TEXAS, N.A., a national
banking association, as Trustee (the "Trustee").
WHEREAS, Chancellor Radio Broadcasting Company ("CRBC") (which, prior to
February 14, 1996, was known as Chancellor Broadcasting Company) and Chancellor
Broadcasting Licensee Company have heretofore executed and delivered to the
Trustee an Indenture dated as of February 14, 1996, as amended by that certain
First Supplemental Indenture dated as of February 14, 1996 by and among CRBC,
the guarantors named therein and the Trustee, by that certain Second
Supplemental Indenture dated as of April 15, 1997 by and among CRBC, the
guarantors named therein and the Trustee, by that certain Third Supplemental
Indenture dated as of September 5, 1997 by and among Chancellor Media
Corporation of Los Angeles ("CMCLA"), the guarantors named therein and the
Trustee, by that certain Fourth Supplemental Indenture dated as of October 28,
1997 by and among CMCLA, the guarantors named therein and the Trustee, and by
that certain Fifth Supplemental Indenture dated as of August 23, 1999 by and
among CMCLA, the guarantors named therein and the Trustee (as so amended, the
"Indenture"), providing for the issuance of $200,000,000 aggregate principal
amount of 93/8% Senior Subordinated Notes due 2004 (the "Notes");
WHEREAS, pursuant to that Third Supplemental Indenture, dated as of
September 5, 1997, CMCLA assumed the obligations under the Notes and the
Indenture, and CMCLA and the Trustee amended certain other terms of the
Indenture;
WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among
CMCLA, Capstar Radio Broadcasting Partners, Inc., a Delaware corporation
("Capstar Radio"), SBI Holding Corporation, a Delaware corporation ("SBI"), and
the Company, dated as of November 19, 1999 (the "Merger Agreement"), among other
things, CMCLA, Capstar Radio, and SBI merged with and into the Company (the
"Merger");
WHEREAS, the Company, the New Subsidiary Guarantors and the Trustee desire
by this Sixth Supplemental Indenture (i) pursuant to and as contemplated by
Section 5.01(a)(1)(B) of the Indenture, that the Company expressly assume all of
the obligations under the Notes and the Indenture, and (ii) pursuant to and as
contemplated by the provisions of the Indenture relating to the addition of
guarantors, including Sections 4.19, 9.01 and 10A.03, to add the New Subsidiary
Guarantors as guarantors pursuant to the terms of the Indenture;
WHEREAS, the execution and delivery of this Sixth Supplemental Indenture
has been authorized by resolutions of the Boards of Directors of the Company and
each of the New Subsidiary Guarantors; and
WHEREAS, all conditions and requirements necessary to make this Sixth
Supplemental Indenture a valid, binding legal instrument in accordance with its
terms have been performed and fulfilled by the parties hereto and the execution
and delivery thereof have been in all respects duly authorized by the parties
hereto.
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NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the others and for the equal and ratable benefit of the
holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS AS ISSUER
Section 1.01 ASSUMPTION. The Company hereby expressly and unconditionally
assumes each and every covenant, agreement and undertaking of CMCLA under the
Indenture as of the date of this Sixth Supplemental Indenture, and also hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of CMCLA under each Note outstanding on the date of this Sixth
Supplemental Indenture.
ARTICLE II
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
Section 2.01 ASSUMPTION. Each of the New Subsidiary Guarantors hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of a Guarantor in the Indenture as of the date of this Sixth
Supplemental Indenture, and also hereby expressly and unconditionally assumes
each and every covenant, agreement and undertaking of a Guarantor in each Note
outstanding on the date of this Sixth Supplemental Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01 DEFINED TERMS. For all purposes of this Sixth Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Sixth Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 3.02 INDENTURE. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all the terms shall remain
in full force and effect.
Section 3.03 GOVERNING LAW. THIS SIXTH SUPPLEMENTAL INDENTURE 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 CONFLICT OF LAWS.
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Section 3.04 SUCCESSORS. All agreements of the Company and the New
Subsidiary Guarantors in this Sixth Supplemental Indenture and the Notes shall
bind their successors. All agreements of the Trustee in this Sixth Supplemental
Indenture shall bind its successors.
Section 3.05 DUPLICATE ORIGINALS. All parties may sign any number of copies
of this Sixth Supplemental Indenture. Each signed copy shall be an original, but
all of them together shall represent the same agreement.
Section 3.06 SEVERABILITY. In case any one or more of the provisions in
this Sixth Supplemental Indenture or in the Notes shall be held invalid, illegal
or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.
Section 3.07 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Sixth Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but on the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the New Subsidiary Guarantors, or
for or with respect to (i) the validity or sufficiency of this Sixth
Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company and the New Subsidiary Guarantors by
corporate action or otherwise, (iii) the due execution hereof by the Company and
the New Subsidiary Guarantors or (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.
Section 3.08 EFFECTIVENESS. This Sixth Supplemental Indenture shall become
effective, once executed, upon receipt by the Trustee of a certificate of the
appropriate officers of the Company; and an opinion of Xxxxxx & Xxxxxx L.L.P.,
counsel to the Company, each of which shall be dated no earlier than the date
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year written above.
AMFM OPERATING INC.,
as Obligor
By: /s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Senior Vice President and
Chief Accounting Officer
Attest: /s/ Xxxx Xxxxx
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ON BEHALF OF EACH OF THE NEW SUBSIDIARY
GUARANTORS LISTED ON SCHEDULE I HERETO*
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Senior Vice President
Attest: /s/ Xxxx Xxxxx
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U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
/s/ Xxxx Xxxxxx
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By: Xxxx Xxxxxx
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Title: Vice President
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Attest: /s/ Xxx Xxxxxxxx
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*For Capstar TX Limited Partnership, by Capstar Radio Operating Company, its
general partner.
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CAPSTAR ROYALTY I CORPORATION
CAPSTAR ROYALTY II CORPORATION
CAPSTAR COMMUNICATIONS OF
CALIFORNIA, INC.,
as New Subsidiary Guarantors
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
President
Attest: /s/ Xxxx Xxxxx
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SCHEDULE I
NEW SUBSIDIARY GUARANTORS
(ALL NEW SUBSIDIARY GUARANTORS ARE DELAWARE CORPORATIONS
EXCEPT AS EXPRESSLY INDICATED)
Chancellor Media Corporation of California
Chancellor Media Corporation of the Lone Star State
Chancellor Media Licensee Company
Chancellor Media Pennsylvania License Corp.
KZPS/KDGE License Corp.
Chancellor Marketing Group, Inc. (a Virginia corporation)
CBC Acquisition Company, Inc.
Capstar Acquisition Company, Inc.
Capstar Operating Corporation
Capstar Royalty II Corporation
Xxxxxx Entertainment Enterprises Corporation
Music Hall Club, Inc. (a West Virginia corporation)
Jamboree in the Hills
Capstar Royalty I Corporation
Triathlon Broadcasting Company
Capstar Communications California, Inc.
Capstar Radio Operating Company
WPYX, Inc. (a New York corporation)
Capstar TX Limited Partnership (a Delaware limited partnership)
