AMENDMENT NO. 15 DATED AS OF JANUARY 29, 1998

EXHIBIT 4.3.16

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CAPSTAR RADIO BROADCASTING PARTNERS, INC.,

AS ISSUER,

THE PARTIES LISTED
ON THE SIGNATURE PAGES
HERETO AS GUARANTORS,
AS GUARANTORS,

AND

IBJ XXXXXXXX BANK & TRUST COMPANY, AS TRUSTEE

------------------------------

AMENDMENT NO. 15

DATED AS OF JANUARY 29, 1998

TO THE

INDENTURE

DATED AS OF APRIL 21, 1995

------------------------------

$76,808,000

13 1/4% SENIOR SUBORDINATED NOTES DUE 2003

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2
AMENDMENT NO. 15, dated as of January 29, 1998 ("Amendment No. 15"),
to the INDENTURE, dated as of April 21, 1995, as amended (the "Indenture"),
among CAPSTAR RADIO BROADCASTING PARTNERS, INC., a Delaware corporation, as
Issuer (the "Company"), the parties listed on the signature pages hereto as
Guarantors (each individually, a "Guarantor" and collectively, the
"Guarantors"), and IBJ XXXXXXXX BANK & TRUST COMPANY, a New York banking
corporation, as Trustee (the "Trustee").

Each party agrees for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Company's 13 1/4% Senior
Subordinated Notes due 2003 (the "Notes") to amend, pursuant to Section 8.01(4)
of the Indenture, the Indenture as follows:

1. Xxxxxxxxx Broadcasting, Inc. ("Xxxxxxxxx") is a wholly-owned
direct subsidiary of the Company and the corporations listed on Exhibit A
attached hereto (together with Xxxxxxxxx, the "Corporations") are wholly-owned
indirect subsidiaries of the Company. The Corporations are Restricted
Subsidiaries acquired or created pursuant to Section 4.14(iii) of the
Indenture. The Corporations deliver herewith the Guarantee attached as Exhibit
B to this Amendment No. 15 pursuant to the provisions set forth in Sections
4.14 and 10.04 of the Indenture guaranteeing the obligations of the Company
under the Indenture. For all purposes of the Indenture, each of the
Corporations shall be deemed parties to the Indenture by virtue of their
execution of this Amendment No. 15 and the defined term "Guarantor" contained
in Article 1.01 of the Indenture shall be deemed to include each of the
Corporations.

2. This Amendment No. 15 supplements the Indenture and shall be a
part and subject to all the terms thereof. Except as supplemented hereby, the
Indenture and the Securities issued thereunder shall continue in full force and
effect.

3. This Amendment No. 15 may be executed in counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

4. THIS AMENDMENT XX. 00 XXXXX XX GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION).

5. The Trustee shall not be responsible for any recital herein as
such recitals shall be taken as statements of the Company, or the validity of
the execution by any Guarantor of this Amendment No. 15. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 15.

-1-
3
IN WITNESS WHEREOF, the parties have caused this Amendment No. 15 to
the Indenture to be duly executed and attested as of the date and year first
written above.

CAPSTAR RADIO BROADCASTING PARTNERS, INC.

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President

ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

GUARANTORS:

AMERON BROADCASTING CORPORATION
ASHEVILLE BROADCASTING CORP.
ATLANTIC STAR COMMUNICATIONS, INC.
ATLANTIC CITY BROADCASTING CORP.
BATON ROUGE BROADCASTING COMPANY, INC.
BC FUNDS HOLDINGS CO., INC.
XXXXXXXX BROADCASTING CORP.
BENCHMARK COMMUNICATIONS HOLDINGS, INC.
BREADBASKET BROADCASTING CORPORATION
CAPSTAR ACQUISITION COMPANY, INC.
CENTRAL STAR COMMUNICATIONS, INC.
COMMODORE MEDIA OF KENTUCKY, INC.
COMMODORE MEDIA OF NORWALK, INC.
COMMODORE MEDIA FLORIDA, INC.
COMMODORE MEDIA OF WESTCHESTER, INC.
COMMODORE MEDIA OF PENNSYLVANIA, INC.
COMMODORE MEDIA OF DELAWARE, INC
CONGAREE BROADCASTERS, INC.
CORKSCREW BROADCASTING CORPORATION
COUNTRY HEARTLINES, INC.
XXXXXX BROADCASTING CORPORATION
DANBURY BROADCASTING, INC
DAYTONA BEACH BROADCASTING CORP.
DIXIE BROADCASTING, INC.
GCBR, INC.
GREAT AMERICAN EAST, INC.
GULFSTAR COMMUNICATIONS WACO LICENSEE, INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI
LICENSEE, INC.

GULFSTAR COMMUNICATIONS PORT XXXXXX
LICENSEE, INC.
GULFSTAR BEAUMONT BROADCASTING, INC.
GULFSTAR COMMUNICATIONS BEAUMONT LICENSEE, INC.
GULFSTAR COMMUNICATIONS LUFKIN LICENSEE, INC.
GULFSTAR COMMUNICATIONS VICTORIA LICENSEE, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA LICENSEE, INC.
GULFSTAR COMMUNICATIONS OKLAHOMA, INC.
GULFSTAR COMMUNICATIONS LUBBOCK LICENSEE, INC.
GULFSTAR COMMUNICATIONS TYLER LICENSEE, INC.
GULFSTAR COMMUNICATIONS KILLEEN LICENSEE, INC.
GULFSTAR COMMUNICATIONS, INC.
GULFSTAR COMMUNICATIONS HOLDINGS, INC.
GULFSTAR COMMUNICATIONS MANAGEMENT, INC.
GULFSTAR COMMUNICATIONS BEAUMONT, INC.
GULFSTAR COMMUNICATIONS LUFKIN, INC.
GULFSTAR COMMUNICATIONS PORT XXXXXX, INC.
GULFSTAR COMMUNICATIONS TEXARKANA, INC.
GULFSTAR COMMUNICATIONS TYLER, INC.
GULFSTAR COMMUNICATIONS VICTORIA, INC.
GULFSTAR COMMUNICATIONS BATON ROUGE, INC.
GULFSTAR COMMUNICATIONS NEW MEXICO LICENSEE,
INC.
GULFSTAR COMMUNICATIONS CORPUS CHRISTI, INC.
GULFSTAR COMMUNICATIONS WACO, INC.
GULFSTAR COMMUNICATIONS ARKANSAS, INC.
GULFSTAR COMMUNICATIONS NEW MEXICO, INC.
GULFSTAR COMMUNICATIONS KILLEEN, INC.
GULFSTAR COMMUNICATIONS LUBBOCK, INC.
GULFSTAR COMMUNICATIONS ARKANSAS LICENSEE, INC.
GULFSTAR COMMUNICATIONS TEXARKANA
LICENSEE, INC.
HOUNDSTOOTH BROADCASTING CORPORATION
JAMBOREE IN THE HILLS, INC.
JUNE BROADCASTING, INC.
K-106, INC.
XXXXXX COMMUNICATIONS HOLDING CORP.
MOUNTAIN RADIO CORPORATION
XXXXXX BROADCASTING CORPORATION
O.C.C., INC.
ORANGE COMMUNICATIONS, INC.
XXXXXX SOUND & COMMUNICATIONS CORP.
XXXXXX ENTERTAINMENT ENTERPRISES CORPORATION
XXXXX BROADCASTING COMPANY
PACIFIC STAR COMMUNICATIONS, INC.
RADIO WBHP, INC.
RADIOCO I, INC.
RADIOCO II, INC.
RAINBOW BROADCASTING CORPORATION

RKZ TELEVISION, INC.
SHORT BROADCASTING CORPORATION
SNG HOLDINGS, INC.
SONANCE WACO LICENSE SUBSIDIARY, INC.
SONANCE WACO OPERATING COMPANY, INC.
SOUTHEAST RADIO HOLDING CORP.
SOUTHERN STAR COMMUNICATIONS, INC.
XXXXX BROADCASTING CORP.
WNOK ACQUISITION COMPANY, INC.
YELLOW BRICK RADIO CORPORATION

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

MOUNTAIN LAKES BROADCASTING, L.L.C.

By: Dixie Broadcasting, Inc.,
its Member

By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

By: Radio WBHP, Inc.,
its Member

By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WILMINGTON WJBR-FM, L.L.C.

By: Commodore Media of Delaware, Inc.,
its Manager

By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

MUSIC HALL CLUB, INC.

By: /s/ XXXXX XXXXXXXX
-----------------------------
Xxxxx Xxxxxxxx
President

ATTEST:

/s/ XXXXX XXXXXXXX
---------------------------
Xxxxx Xxxxxxxx
Secretary and Treasurer

BENCHMARK COMMUNICATIONS RADIO LIMITED
PARTNERSHIP

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

BENCHMARK XXXXXXX, L.L.C.

By: Benchmark Communications Radio Limited Partnership,
its Member

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

BENCHMARK RADIO ACQUISITION FUND I LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND IV LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND VII LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND VIII LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND IX LIMITED
PARTNERSHIP
BENCHMARK RADIO ACQUISITION FUND XI LIMITED
PARTNERSHIP

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WDOV LICENSE LIMITED PARTNERSHIP
WDSD LICENSE LIMITED PARTNERSHIP
WSRV LICENSE LIMITED PARTNERSHIP

By: Benchmark Radio Acquisition Fund I Limited Partnership,
its General Partner

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

BENCHMARK RADIO ACQUISITION FUND V LIMITED
PARTNERSHIP
WOSC LICENSE LIMITED PARTNERSHIP
WKOC LICENSE LIMITED PARTNERSHIP
WWFG LICENSE LIMITED PARTNERSHIP

By: Benchmark Radio Acquisition Fund IV Limited Partnership,
its General Partner

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WCOS (AM) LICENSE LIMITED PARTNERSHIP
WCOS-FM LICENSE LIMITED PARTNERSHIP
WHKZ LICENSE LIMITED PARTNERSHIP
WVOC LICENSE LIMITED PARTNERSHIP

By: Benchmark Radio Acquisition Fund V Limited Partnership,
its General Partner

By: Benchmark Radio Acquisition Fund IV Limited Partnership,
its General Partner

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WJMZ LICENSE LIMITED PARTNERSHIP

By: Benchmark Radio Acquisition Fund VII Limited Partnership,
its General Partner

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

BENCHMARK GREENVILLE, L.L.C.

By: Benchmark Radio Acquisition Fund III Limited Partnership, its Manager

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WESC(AM) LICENSE LIMITED PARTNERSHIP
WESC-FM LICENSE LIMITED PARTNERSHIP
WFNQ LICENSE LIMITED PARTNERSHIP

By: Benchmark Greenville, L.L.C.,
its General Partner

By: Benchmark Radio Acquisition Fund VII Limited Partnership,
its Member

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

WUSQ LICENSE LIMITED PARTNERSHIP
WNTW LICENSE LIMITED PARTNERSHIP
WYYD LICENSE LIMITED PARTNERSHIP
WROV(AM) LICENSE LIMITED PARTNERSHIP
WROV-FM LICENSE LIMITED PARTNERSHIP

By: Benchmark Radio Acquisition Fund VIII Limited Partnership,
its General Partner

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

BENCHMARK RADIO ACQUISITION FUND VI, LC

By: Benchmark Radio Acquisition Fund VIII Limited Partnership, its Member

By: Benchmark Communications Radio Limited Partnership,
its General Partner

By: Benchmark Communications Holdings, Inc.,
its General Partner

By: /s/ XXXXXXX X. XXXXXXXX, XX.
--------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President
ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

GCBR, L.P.

By: GulfStar Communications Baton Rouge, Inc., its General Partner

/s/ XXXXXXX X. XXXXXXXX, XX.
By: -----------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

ATTEST:

/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
Assistant Secretary

JUNE BROADCASTING, INC.
XXXXXXXXX ALLENTOWN BROADCASTING CORP.
XXXXXXXXX ALLENTOWN LICENSEE CORP.
XXXXXXXXX BATTLE CREEK BROADCASTING CORP.
XXXXXXXXX BATTLE CREEK LICENSEE CORP.
XXXXXXXXX BATTLE CREEK BROADCASTING, INC.
XXXXXXXXX BROADCASTING, INC.
XXXXXXXXX FRESNO BROADCASTING CORP.
XXXXXXXXX FRESNO LICENSEE CORP.
XXXXXXXXX GRAND RAPIDS BROADCASTING CORP.
XXXXXXXXX GRAND RAPIDS LICENSEE CORP.
XXXXXXXXX HARRISBURG LICENSEE CORP.
XXXXXXXXX HONOLULU BROADCASTING CORP.
XXXXXXXXX HONOLULU LICENSEE CORP.
XXXXXXXXX PENSACOLA LICENSEE CORP.
XXXXXXXXX XXXX BROADCASTING CORP.
XXXXXXXXX XXXX LICENSEE CORP.
XXXXXXXXX XXXXXXXX BROADCASTING CORP.
XXXXXXXXX XXXXXXXX LICENSEE CORP.
XXXXXXXXX SPRINGFIELD BROADCASTING CORP.
XXXXXXXXX SPRINGFIELD LICENSEE CORP.
RADIO DINUBA COMPANY

By: /s/ XXXXXXX X. XXXXXXXX, XX.
----------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

ATTEST:

---------------------------
Name:
----------------------
Title:
---------------------

EXHIBIT A

June Broadcasting, Inc.
Xxxxxxxxx Allentown Broadcasting Corp.
Xxxxxxxxx Allentown Licensee Corp.
Xxxxxxxxx Battle Creek Broadcasting Corp.
Xxxxxxxxx Battle Creek Licensee Corp.
Xxxxxxxxx Fresno Broadcasting Corp.
Xxxxxxxxx Fresno Licensee Corp.
Xxxxxxxxx Grand Rapids Broadcasting Corp.
Xxxxxxxxx Grand Rapids Licensee Corp.
Xxxxxxxxx Harrisburg Licensee Corp.
Xxxxxxxxx Honolulu Broadcasting Corp.
Xxxxxxxxx Honolulu Licensee Corp.
Xxxxxxxxx Pensacola Licensee Corp.
Xxxxxxxxx Xxxx Broadcasting Corp.
Xxxxxxxxx Xxxx Licensee Corp.
Xxxxxxxxx Xxxxxxxx Broadcasting Corp.
Xxxxxxxxx Xxxxxxxx Licensee Corp.
Xxxxxxxxx Springfield Broadcasting Corp.
Xxxxxxxxx Springfield Licensee Corp.
Radio Dinuba Company
20

EXHIBIT B

GUARANTEE

The Guarantors (the "Guarantors," which term includes any successor Person
under the Indenture, dated April 21, 1995, as amended, among Capstar Radio
Broadcasting Partners, Inc. and its subsidiaries and IBJ Xxxxxxxx Bank & Trust
Company (the "Indenture")) have unconditionally guaranteed, on a senior
subordinated basis, to the extent set forth in the Indenture and subject to the
provisions of the Indenture, (a) the due and punctual payment of the principal
of and interest on the Notes, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on overdue principal, and,
to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Company to the Noteholders or the Trustee all
in accordance with the terms set forth in Article 10 of the Indenture, and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Noteholders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms of this Guarantee. Terms used and not defined herein shall have
the meaning set forth in the Indenture.

GUARANTORS:
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JUNE BROADCASTING, INC.
XXXXXXXXX ALLENTOWN BROADCASTING CORP.
XXXXXXXXX ALLENTOWN LICENSEE CORP.
XXXXXXXXX BATTLE CREEK BROADCASTING CORP.
XXXXXXXXX BATTLE CREEK LICENSEE CORP.
XXXXXXXXX BROADCASTING, INC.
XXXXXXXXX FRESNO BROADCASTING CORP.
XXXXXXXXX FRESNO LICENSEE CORP.
XXXXXXXXX GRAND RAPIDS BROADCASTING CORP.
XXXXXXXXX GRAND RAPIDS LICENSEE CORP.
XXXXXXXXX HARRISBURG LICENSEE CORP.
XXXXXXXXX HONOLULU BROADCASTING CORP.
XXXXXXXXX HONOLULU LICENSEE CORP.
XXXXXXXXX PENSACOLA LICENSEE CORP.
XXXXXXXXX XXXX BROADCASTING CORP.
XXXXXXXXX XXXX LICENSEE CORP.
XXXXXXXXX XXXXXXXX BROADCASTING CORP.
XXXXXXXXX XXXXXXXX LICENSEE CORP.
XXXXXXXXX SPRINGFIELD BROADCASTING CORP.
XXXXXXXXX SPRINGFIELD LICENSEE CORP.
RADIO DINUBA COMPANY

By: /s/ XXXXXXX X. XXXXXXXX, XX.
---------------------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
Vice President

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AMENDMENT NO. 15 DATED AS OF JANUARY 29, 1998

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