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EXHIBIT 4.15
DECLARATION OF TRUST OF
CCCI CAPITAL TRUST I
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 I, 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.
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4. The Depositor and the Trustees hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to 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
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or in the Depositor's name, place and stead, in any and all capacities, to sign
any and all amendments (including post- 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 principles).
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
