SUPPLEMENTAL INDENTURE
Exhibit 10.17
EXECUTION COPY
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2008, among Clear Channel Capital I, LLC, a Delaware limited liability company (“Holdings”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”), each of the Issuer’s Restricted Subsidiaries party hereto (collectively, the “Restricted Guarantors,” and together with Holdings, the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, Clear Channel Communications, Inc. has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 30, 2008, providing for the issuance of an unlimited aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 (the “Senior Cash Pay Notes”) and 11.00% / 11.75% Senior Toggle Notes due 2016 (the “Senior Toggle Notes” and together with the Senior Cash Pay Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and in the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee. Each of the Guarantors hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Articles 10 and 11 thereof.
(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any Guarantor or any of its direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including the Guarantors party hereto) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee provided herein.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors.
(8) Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guarantors pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guarantors shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.
(9) Benefits Acknowledged. Each Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(10) Successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in the Indenture or in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| CLEAR CHANNEL CAPITAL I, LLC | ||
| By: | /s/ Xxxxxx X. Xxx | |
| Name: | Xxxxxx X. Xxx | |
| Title: | Manager and Authorized Signatory | |
| XXXXXXXX VENTURES, INC. | ||
| AK MOBILE TELEVISION, INC. | ||
| AMFM AIR SERVICES, INC. | ||
| AMFM BROADCASTING, INC. | ||
| AMFM HOLDINGS INC. | ||
| AMFM INC. | ||
| AMFM INTERNET HOLDING INC. | ||
| AMFM OPERATING INC. | ||
| AMFM RADIO GROUP, INC. | ||
| AMFM SHAMROCK TEXAS, INC. | ||
| XXXX.XXX INC. | ||
| BEL XXXXX BROADCASTING COMPANY, INC. | ||
| BROADCAST ARCHITECTURE, INC. | ||
| BROADCAST FINANCE, INC. | ||
| CAPSTAR BROADCASTING PARTNERS, INC. | ||
| CAPSTAR RADIO OPERATING COMPANY | ||
| CC BROADCAST HOLDINGS, INC. | ||
| CC HOLDINGS-NEVADA, INC. | ||
| CC IDENTITY HOLDINGS, INC. | ||
| CCBL FCC HOLDINGS, INC. | ||
| CENTRAL NY NEWS, INC. | ||
| XXXXXXXX RADIO SALES, INC. | ||
| CINE GUARANTORS II, INC. | ||
| CITICASTERS CO. | ||
| CITICASTERS FCC HOLDINGS, INC. | ||
| CLEAR CHANNEL BROADCASTING LICENSES, INC. | ||
| CLEAR CHANNEL BROADCASTING, INC. | ||
| CLEAR CHANNEL COMPANY STORE, INC. | ||
| CLEAR CHANNEL HOLDINGS, INC. | ||
| CLEAR CHANNEL INTANGIBLES, INC. | ||
| CLEAR CHANNEL INVESTMENTS, INC. | ||
| CLEAR CHANNEL MEXICO HOLDINGS, INC. | ||
| CLEAR CHANNEL SATELLITE SERVICES, INC. | ||
| CLEAR CHANNEL WIRELESS, INC. | ||
| CLEARMART, INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
Signature Page to Supplemental Indenture
| CONCORD MEDIA GROUP, INC. | ||
| XXXXXXXX XXXX MEDIA, INC. | ||
| JACOR BROADCASTING CORPORATION | ||
| JACOR BROADCASTING OF COLORADO, INC. | ||
| JACOR BROADCASTING OF DENVER, INC. | ||
| JACOR COMMUNICATIONS COMPANY | ||
| JACOR/PREMIERE HOLDING, INC. | ||
| XXXX COMMUNICATIONS, INC. | ||
| XXXX MEDIA GROUP, INC. | ||
| XXXX MILLENNIUM SALES & MARKETING INC. | ||
| XXXX NET RADIO SALES, INC. | ||
| KTZMEDIA CORPORATION | ||
| M STREET CORPORATION | ||
| PREMIERE RADIO NETWORKS, INC. | ||
| RADIO-ACTIVE MEDIA, INC. | ||
| TERRESTRIAL RF LICENSING, INC. | ||
| THE NEW RESEARCH GROUP, INC. | ||
| XXXXXXXX BROADCASTING FRESNO, LLC | ||
| XXXXXXXX BROADCASTING OPERATIONS, LLC | ||
| CC IDENTITY GP, LLC | ||
| CC LICENSES, LLC | ||
| CCBL GP, LLC | ||
| CLEAR CHANNEL COLLECTIVE MARKETING, LLC | ||
| CLEAR CHANNEL GP, LLC | ||
| CLEAR CHANNEL REAL ESTATE, LLC | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| AMFM BROADCASTING LICENSES, LLC | ||
| By AMFM BROADCASTING, INC. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| AMFM MICHIGAN, LLC | ||
| By CAPSTAR TX LIMITED PARTNERSHIP | ||
| Its sole member | ||
| By AMFM SHAMROCK TEXAS, INC. | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
Signature Page to Supplemental Indenture
| AMFM RADIO LICENSES, LLC | ||
| By CAPSTAR RADIO OPERATING COMPANY | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| AMFM TEXAS, LLC | ||
| By AMFM BROADCASTING, INC. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CITI GP, LLC | ||
| By CITICASTERS CO. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CLEAR CHANNEL AVIATION, LLC | ||
| By RADIO-ACTIVE MEDIA, INC. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| M STREET L.L.C. | ||
| By XXXXXXXX XXXX MEDIA, INC. | ||
| Its Managing Member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
Signature Page to Supplemental Indenture
| MUSICPOINT INTERNATIONAL, L.L.C. | ||
| By CLEAR CHANNEL MANAGEMENT SERVICES, L.P. | ||
| Its sole member | ||
| By CLEAR CHANNEL GP, LLC | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| WESTCHESTER RADIO, L.L.C. | ||
| By CAPSTAR RADIO OPERATING COMPANY | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| AMFM TEXAS BROADCASTING, LP | ||
| By AMFM BROADCASTING, INC. | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| AMFM TEXAS LICENSES, LP | ||
| By AMFM SHAMROCK TEXAS, INC. | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CAPSTAR TX LIMITED PARTNERSHIP | ||
| By AMFM SHAMROCK TEXAS, INC. | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
Signature Page to Supplemental Indenture
| CCB TEXAS LICENSES, L.P. | ||
| By CCBL GP, LLC | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CITICASTERS LICENSES, L.P. | ||
| By CITI GP, LLC | ||
| Its General Partner | ||
| By CITICASTERS CO. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CLEAR CHANNEL IDENTITY, L.P. | ||
| By CC IDENTITY GP, LLC | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
| CLEAR CHANNEL MANAGEMENT SERVICES, L.P. | ||
| By CLEAR CHANNEL GP, LLC | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Senior Vice President/Treasurer | |
Signature Page to Supplemental Indenture
| LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Vice President | |
Signature Page to Supplemental Indenture
