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EXHIBIT 4.8.6
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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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FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 18, 2000
TO
INDENTURE
DATED AS OF JUNE 24, 1997
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$200,000,000
8 3/4% SENIOR SUBORDINATED NOTES DUE 2007
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FIFTH SUPPLEMENTAL INDENTURE dated as of January 18, 2000, among AMFM
OPERATING INC., a Delaware corporation (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 certain
guarantors have heretofore executed and delivered to the Trustee an Indenture
dated as of June 24, 1997, as amended by that certain First 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 Second Supplemental Indenture dated as of October 28,
1997 by and among CMCLA, the guarantors named therein and the Trustee, by that
certain Third Supplemental Indenture dated as of August 23, 1999 by and among
CMCLA, the guarantors named therein and the Trustee, and by that certain Fourth
Supplemental Indenture dated as of November 19, 1999 by and among the Company,
the guarantors named therein and the Trustee (as so amended, the "Indenture"),
providing for the issuance of $200,000,000 aggregate principal amount of 8 3/4%
Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, pursuant to that First 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 Fourth Supplemental Indenture, dated as of
November 19, 1999, the Company assumed the obligations under the Notes and the
Indenture;
WHEREAS, the Company, the New Subsidiary Guarantors and the Trustee
desire by this Fifth Supplemental Indenture pursuant to and as contemplated by
the provisions of the Indenture relating to the addition of guarantors,
including Sections 4.19 and 10A.03, to add the New Subsidiary Guarantors as
guarantors.
WHEREAS, the execution and delivery of this Fifth Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of the
Company and each of the New Subsidiary Guarantors (and in the case of any
guarantor that is a limited partnership or a limited liability company, the
Board of Directors of the general partner or sole member, respectively); and
WHEREAS, all conditions and requirements necessary to make this Fifth
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.
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:
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ARTICLE I
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
Section 1.01 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 Fifth
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 Fifth Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 DEFINED TERMS. For all purposes of this Fifth Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Fifth Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.02 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 2.03 GOVERNING LAW. THIS FIFTH 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.
Section 2.04 SUCCESSORS. All agreements of the Company and the New
Subsidiary Guarantors in this Fifth Supplemental Indenture and the Notes shall
bind their successors. All agreements of the Trustee in this Fifth Supplemental
Indenture shall bind its successors.
Section 2.05 DUPLICATE ORIGINALS. All parties may sign any number of
copies of this Fifth Supplemental Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement.
Section 2.06 SEVERABILITY. In case any one or more of the provisions in
this Fifth 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 2.07 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of
the Indenture effected by this Fifth Supplemental Indenture and agrees to
execute the trust created by the Indenture
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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 Fifth 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 2.08 EFFECTIVENESS. This Fifth 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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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/
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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/
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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/
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*For AMFM LA, LLC, by the Company, its sole member. For AMFM Texas, LLC, by
Chancellor Media/Shamrock Broadcasting, Inc., its sole member.
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SCHEDULE I
NEW SUBSIDIARY GUARANTORS
AMFM San Diego, Inc., a Delaware corporation
AMFM Washington D.C., Inc., a Delaware corporation
AMFM LA, LLC, a Delaware limited liability company
AMFM Texas, LLC, a Delaware limited liability company
