EXECUTION COPY
EXHIBIT 99.3
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of May 21, 2003
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
4.40% Senior Notes due May 15, 2011
4.90% Senior Notes due May 15, 2015
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Fourteenth Supplemental Indenture, dated as of the 21st
day of May 2003 (this "Fourteenth Supplemental Indenture"),
between Clear Channel Communications, Inc., a corporation duly
organized and existing under the laws of the State of Texas
(hereinafter sometimes referred to as the "Company") and The
Bank of New York, a New York banking corporation, as trustee
(hereinafter sometimes referred to as the "Trustee") under the
Indenture dated as of October 1, 1997, between the Company and
the Trustee (the "Indenture"); as set forth in Section 5.01
hereto and except as otherwise set forth herein, all terms
used and not defined herein are used as defined in the
Indenture.
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its Securities, to be issued from
time to time in series as might be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as in the Indenture provided;
WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 4.40% Senior Notes due May 15, 2011 and a new series of its Securities to
be known as its 4.90% Senior Notes due May 15, 2015 (said series being
hereinafter referred to as the "2011 Notes" and the "2015 Notes", respectively),
the form of such 2011 Notes and 2015 Notes (collectively, the "Notes") and the
terms, provisions and conditions thereof to be as provided in the Indenture and
this Fourteenth Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this Fourteenth Supplemental Indenture,
and all requirements necessary to make this Fourteenth Supplemental Indenture a
valid instrument, enforceable in accordance with its terms, and to make the
Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company have been performed and fulfilled,
and the execution and delivery of this Supplemental Indenture and the Notes have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the purchase and acceptance of
the 2011 Notes and the 2015 Notes by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form of the 2011 Notes and the
2015 Notes and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:
ARTICLE I
General Terms and Conditions of the 2011 Notes and the 2015 Notes
SECTION 1.01. (a) There shall be and is hereby authorized a series
of Securities designated the "4.40% Senior Notes due May 15, 2011", initially
limited in
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aggregate principal amount to $250,000,000 and a series of Securities designated
the "4.90% Senior Notes due May 15, 2015", initially limited in aggregate
principal amount to $250,000,000. Without the consent of the Holders of the
applicable series of Notes, the aggregate principal amount of the 2011 Notes and
the 2015 Notes may be increased in the future, on the same terms and conditions
and with the same CUSIP number as the 2011 Notes and the 2015 Notes. The 2011
Notes shall mature and the principal thereof shall be due and payable, together
with all accrued and unpaid interest thereon on May 15, 2011. The 2015 Notes
shall mature and the principal thereof shall be due and payable, together with
all accrued and unpaid interest thereon on May 15, 2015.
SECTION 1.02. The 2011 Notes and the 2015 Notes shall be initially
issued as Global Securities. Principal and interest on the 2011 Notes and the
2015 Notes issued in certificated form will be payable, the transfer of such
2011 Notes and the 2015 Notes will be registrable and such 2011 Notes and the
2015 Notes will be exchangeable for 2011 Notes and the 2015 Notes, respectively,
bearing identical terms and provisions at the office or agency of the Company in
the Borough of Manhattan, The City and State of New York provided for that
purpose and transfers of the 2011 Notes and the 2015 Notes will also be
registrable at any of the Company's other offices or agencies as the Company may
maintain for that purpose; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Security Register and that the payment of
principal with respect to the 2011 Notes and the 2015 Notes will only be made
upon surrender of the applicable 2011 Notes and the 2015 Notes to the Trustee.
SECTION 1.03. Each 2011 Note will bear interest at the rate of 4.40%
per annum and each 2015 Note will bear interest at the rate of 4.90% per annum
from May 21, 2003 until the principal thereof becomes due and payable, payable
(subject to the provisions of Article II) semi-annually in arrears on May 15 and
November 15 of each year (each, an "Interest Payment Date", commencing on
November 15, 2003), to the person in whose name such 2011 Note or 2015 Note (or
one or more Predecessor Securities) are registered at the close of business on
the Regular Record Date for such interest installment, which, except as set
forth below, shall be, May 1 or November 1 next preceding the Interest Payment
Date with respect to such interest installment. Any installment of interest not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder of 2011 Notes or 2015 Notes on such Regular Record Date and
may be paid to the person in whose name such 2011 Notes or 2015 Notes (or one or
more Predecessor Securities) are registered at the close of business on a
Special Record Date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof to be given to the registered holders of the 2011 Notes
or the 2015 Notes, as applicable, not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the 2011
Notes or the 2015 Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.
The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on the 2011 Notes and the 2015 Notes
is not a Business Day,
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then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay).
SECTION 1.04. The 2011 Notes and the 2015 Notes are not entitled to
any sinking fund.
SECTION 1.05. Section 101 of the Indenture is hereby amended, solely
with respect to the 2011 Notes and the 2015 Notes, by amending and restating the
definition of "Principal Property" as follows: "Principal Property" means any
radio broadcasting, television broadcasting, outdoor advertising or live
entertainment property located in the United States owned or leased by the
Company or any Subsidiary, unless, in the opinion of the Board of Directors of
the Company, such properties are not in the aggregate of material importance to
the total business conducted by the Company and its Subsidiaries as an entirety.
ARTICLE II
Optional Redemption of the 2011 Notes and the 2015 Notes
SECTION 2.01. The 2011 Notes will be redeemable as a whole at any
time or in part from time to time, at the option of the Company, at a redemption
price equal to the greater of (i) 100% of the principal amount of such Notes and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to May 15, 2011,
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
20 basis points plus, in either case, any interest accrued but not paid to the
date of redemption. Notice of any redemption will be mailed at least 30 days but
no more than 60 days before the redemption date to each holder of the Notes to
be redeemed. Unless the Company defaults in payment of the redemption price, on
and after the redemption date interest will cease to accrue on the Notes or
portions thereof called for redemption. The 2011 Notes will not be subject to
any sinking fund provision.
The 2015 Notes will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Notes and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to May 15, 2015, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis
points plus, in either case, any interest accrued but not paid to the date of
redemption. Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The 2015 Notes will not be subject to any sinking
fund provision.
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"Treasury Rate" means, with respect to any redemption date for the
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release referred to in clause (i) (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an "Independent Investment Banker" as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date for the Notes, (i) the average of four Reference Treasury Dealer Quotations
(as defined below) for the redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations obtained.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
LLC and X. X. Xxxxxx Securities Inc. and two other primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Trustee in consultation with the Company; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
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ARTICLE III
Form of 2011 Notes and 2015 Notes
SECTION 3.01. The 2011 Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:
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 SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO 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 SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE
HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CLEAR CHANNEL COMMUNICATIONS, INC.
4.40% SENIOR NOTE DUE MAY 15, 2011
REGISTERED $[ ]
NO. R-[ ] CUSIP [ ]
ISIN [ ]
CLEAR CHANNEL COMMUNICATIONS, INC., a corporation duly organized and
existing under the laws of the State of Texas (herein called the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $[ ] at the office or agency of the
Company in the Borough of Manhattan, The City of New York, on May 15, 2011 in
such coin or currency of the United States of America as at the time of payment
shall be legal tender
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for the payment of public and private debts, and to pay interest on said
principal sum semiannually on May 15 and November 15 of each year, commencing
November 15, 2003 (each an "Interest Payment Date"), at said office or agency,
in like coin or currency, at the rate per annum specified in the title hereof,
from May 15 and November 15, as the case may be, next preceding the date of this
Note to which interest on the Notes has been paid or duly provided for (unless
the date hereof is the date to which interest on the Notes has been paid or duly
provided for, in which case from the date of this Note), or if no interest has
been paid on the Notes or duly provided for, from May 21, 2003 until payment of
said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after the 1st day of any May or November and
before the next succeeding May 15 and November 15, this Note shall bear interest
from such May 15 or November 15, as the case may be; provided, however, that if
the Company shall default in the payment of interest due on such May 15 or
November 15, then this Note shall bear interest from the next preceding May 15
or November 15 to which interest on the Notes has been paid or duly provided
for, or, if no interest has been paid on the Notes or duly provided for, from
May 21, 2003. The interest so payable, and punctually paid or duly provided for,
on any May 15 or November 15 will, except as provided in the Indenture dated as
of October 1, 1997, as supplemented to the date of this Note (herein called the
"Indenture"), duly executed and delivered by the Company and The Bank of New
York, as Trustee (herein called the "Trustee"), be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the next preceding May 1 or November 1, as the case may be
(herein called the "Regular Record Date"), whether or not a Business Day, and
may, at the option of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable, but is not so
punctually paid or duly provided for, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may be paid either to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Notes not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed and upon such notice as may be required by such exchange, if such manner
of payment shall be deemed practical by the Trustee, all as more fully provided
in the Indenture. Notwithstanding the foregoing, in the case of interest payable
at Stated Maturity, such interest shall be paid to the same Person to whom the
principal hereof is payable. Interest on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security Registrar,
to appoint additional or other Paying Agents and other Security Registrars which
may include the Company, and to approve any change in the office through which
any Paying Agent or Security Registrar acts; provided that there will at all
times be a Paying Agent in The City of New York and there will be no more than
one Security Registrar for the Notes.
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This Note is one of the duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 4.40% Senior Notes due
May 15, 2011 (herein called the "Notes").
The Notes will be redeemable as a whole at any time or in part from
time to time, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon from the redemption date to May 15, 2011, discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 20 basis points plus, in
either case, any interest accrued but not paid to the date of redemption. Notice
of any redemption will be mailed at least 30 days but no more than 60 days
before the redemption date to each holder of the Notes to be redeemed. Unless
the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption. The Notes will not be subject to any sinking fund
provision.
"Treasury Rate" means, with respect to any redemption date for the
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release referred to in clause (i) (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such
9
redemption date. The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an "Independent Investment Banker" as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date for the Notes, (i) the average of four Reference Treasury Dealer Quotations
(as defined below) for the redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations obtained.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
LLC, X. X. Xxxxxx Securities Inc. and two other primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Trustee in consultation with the Company; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults and their consequences with respect to such series under
the Indenture. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the
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registration of transfer hereof or in exchange here for or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note or such
other Notes.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, rate and respective times and in the coin or currency herein and
in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of
certain conditions therein set forth, including the deposit of certain trust
funds in trust, the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the Securities of
any series and to have satisfied all the obligations (with certain exceptions)
under the Indenture relating to the Securities of such series.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose or at any of the
Company's other offices or agencies as the Company may maintain for such purpose
and in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note at
the office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose or at any of the Company's other offices or
agencies as the Company may maintain for such purpose, a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined herein, all terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.
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IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has caused
this Note to be duly executed.
CLEAR CHANNEL COMMUNICATIONS, INC.
by ____________________________
Name:
Title:
[Company Seal] by _________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
Dated: _____________ by ___________________________
Authorized Signatory
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________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT--...........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s), and
transfer(s) unto
__________________________________
: :
:_________________________________:
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE:
____________________________________________________________
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__________________________________________________ the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
______________________________ attorney to transfer said Note on the books of
the Company, with full power of substitution in the premises.
Dated: _______________________ ________________________
Signature Guaranty
_______________________________
Signature Signatures must be guaranteed by an
(Signature must correspond with "eligible guarantor institution"
the name as written upon the face meeting the requirements of the
of the within instrument in Registrar, which requirements include
every particular, without membership or participation in the
alteration or enlargement or any Security Transfer Agent Medallion
change whatever.) Program ("STAMP") or such other
"signature guarantee program" as may
be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
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SECTION 3.02. The 2015 Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:
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 SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO 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 SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE
HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CLEAR CHANNEL COMMUNICATIONS, INC.
4.90% SENIOR NOTE DUE MAY 15, 2015
REGISTERED $[ ]
NO. R-[ ] CUSIP [ ]
ISIN [ ]
CLEAR CHANNEL COMMUNICATIONS, INC., a corporation duly organized and
existing under the laws of the State of Texas (herein called the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $[ ] at the office or agency of the
Company in the Borough of Manhattan, The City of New York, on May 15, 2015 in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest on said principal sum semiannually on May 15 and November 15 of each
year, commencing November 15, 2003 (each an "Interest Payment Date"), at said
office or agency, in like coin or currency, at the rate per annum specified in
the title hereof, from May 15 and November
15
15, as the case may be, next preceding the date of this Note to which interest
on the Notes has been paid or duly provided for (unless the date hereof is the
date to which interest on the Notes has been paid or duly provided for, in which
case from the date of this Note), or if no interest has been paid on the Notes
or duly provided for, from May 21, 2003 until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after the 1st day of any May or November and before the next
succeeding May 15 and November 15, this Note shall bear interest from such May
15 or November 15, as the case may be; provided, however, that if the Company
shall default in the payment of interest due on such May 15 or November 15, then
this Note shall bear interest from the next preceding May 15 or November 15 to
which interest on the Notes has been paid or duly provided for, or, if no
interest has been paid on the Notes or duly provided for, from May 21, 2003. The
interest so payable, and punctually paid or duly provided for, on any May 15 or
November 15 will, except as provided in the Indenture dated as of October 1,
1997, as supplemented to the date of this Note (herein called the "Indenture"),
duly executed and delivered by the Company and The Bank of New York, as Trustee
(herein called the "Trustee"), be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the next preceding May 1 or November 1, as the case may be (herein called the
"Regular Record Date"), whether or not a Business Day, and may, at the option of
the Company, be paid by check mailed to the registered address of such Person.
Any such interest which is payable, but is not so punctually paid or duly
provided for, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid either to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of the Notes
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed and upon such notice as may
be required by such exchange, if such manner of payment shall be deemed
practical by the Trustee, all as more fully provided in the Indenture.
Notwithstanding the foregoing, in the case of interest payable at Stated
Maturity, such interest shall be paid to the same Person to whom the principal
hereof is payable. Interest on the Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security Registrar,
to appoint additional or other Paying Agents and other Security Registrars which
may include the Company, and to approve any change in the office through which
any Paying Agent or Security Registrar acts; provided that there will at all
times be a Paying Agent in The City of New York and there will be no more than
one Security Registrar for the Notes.
This Note is one of the duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations,
16
duties and immunities thereunder of the Trustee and any agent of the Trustee,
any Paying Agent, the Company and the Holders of the Securities and the terms
upon which the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 4.90% Senior Notes due
May 15, 2015 (herein called the "Notes").
The Notes will be redeemable as a whole at any time or in part from
time to time, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon from the redemption date to May 15, 2015, discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 30 basis points plus, in
either case, any interest accrued but not paid to the date of redemption. Notice
of any redemption will be mailed at least 30 days but no more than 60 days
before the redemption date to each holder of the Notes to be redeemed. Unless
the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption. The Notes will not be subject to any sinking fund
provision.
"Treasury Rate" means, with respect to any redemption date for the
Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release referred to in clause (i) (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an "Independent Investment Banker" as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of
17
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date for the Notes, (i) the average of four Reference Treasury Dealer Quotations
(as defined below) for the redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations obtained.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
LLC, X. X. Xxxxxx Securities Inc. and two other primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Trustee in consultation with the Company; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee to enter into supplemental indentures to the
Indenture for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults and their consequences with respect to such series under
the Indenture. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
here for or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and
18
unconditional, to pay the principal of and interest on this Note at the place,
rate and respective times and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of
certain conditions therein set forth, including the deposit of certain trust
funds in trust, the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the Securities of
any series and to have satisfied all the obligations (with certain exceptions)
under the Indenture relating to the Securities of such series.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose or at any of the
Company's other offices or agencies as the Company may maintain for such purpose
and in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note at
the office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose or at any of the Company's other offices or
agencies as the Company may maintain for such purpose, a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined herein, all terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.
19
IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has caused
this Note to be duly executed.
CLEAR CHANNEL COMMUNICATIONS, INC.
by ____________________________
Name:
Title:
[Company Seal] by _________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
Dated: _____________ by ___________________________
Authorized Signatory
20
________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT--...........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s), and
transfer(s) unto
__________________________________
: :
:__________________:
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE:
___________________________________________________________
21
__________________________________________________ the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
______________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _______________________ ________________________
Signature Guaranty
_______________________________
Signature Signatures must be guaranteed by an
(Signature must correspond with "eligible guarantor institution"
the name as written upon the face meeting the requirements of the
of the within instrument in every Registrar, which requirements include
particular, without alteration or membership or participation in the
enlargement or any change whatever.) Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may
be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
22
ARTICLE IV
Original Issue of Notes
SECTION 4.01. 2011 Notes in the aggregate principal amount equal to
$250,000,000 may, upon execution of this Fourteenth Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery said 2011
Notes to or upon a Company Order.
SECTION 4.02. 2015 Notes in the aggregate principal amount equal to
$250,000,000 may, upon execution of this Fourteenth Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery said 2015
Notes to or upon a Company Order.
ARTICLE V
Miscellaneous Provisions
SECTION 5.01. Except as otherwise expressly provided in this
Fourteenth Supplemental Indenture or in the forms of the 2011 Notes or the 2015
Notes or otherwise clearly required by the context hereof or thereof, all terms
used herein or in said forms of the 2011 Notes or the 2015 Notes that are
defined in the Indenture shall have the several meanings respectively assigned
to them thereby.
SECTION 5.02. The Indenture, as supplemented by this Fourteenth
Supplemental Indenture, is in all respects ratified and confirmed. This
Fourteenth Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
SECTION 5.03. The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this Fourteenth Supplemental Indenture.
SECTION 5.04. This Fourteenth Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
23
IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth
Supplemental Indenture to be duly executed as of the day and year first above
written.
CLEAR CHANNEL COMMUNICATIONS, INC.,
by: /s/ Xxxxxxx X. Xxxx
__________________________________________
Name: Xxxxxxx X. Xxxx
__________________________________
Title: Executive Vice President and CFO
_________________________________
THE BANK OF NEW YORK, as Trustee
by: /s/ Van X. Xxxxx
__________________________________________
Name: Van X. Xxxxx
__________________________________
Title: Vice President
_________________________________
