EXHIBIT 4.1
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of June 16, 1998
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
6.625% Senior Notes
Due June 15, 2008
SECOND SUPPLEMENTAL INDENTURE, dated as of the 16th
day of June 1998 (this "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, as
supplemented by the First Supplemental Indenture
dated as of March 30, 1998, between the Company and
the Trustee (the "Indenture"); as set forth in
Section 1.03 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, the Company issued and sold $125,000,000 aggregate
principal amount of Senior Debt Securities, known as the 6.625% Senior Notes due
2008 (the "Notes"), on June 16, 1998; and
WHEREAS, pursuant to the terms, provisions and conditions of
the Indenture, including Sections 901(2) and 901(3) thereof, and this
Supplemental Indenture, the Notes shall not be subject to redemption;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Supplemental Indenture, and
all requirements necessary to make this 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 Notes by the holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form of the Notes and the terms,
provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:
SECTION 1.01. The Notes shall not be subject to redemption.
SECTION 1.02. The Notes shall, upon execution of this
Supplemental Indenture and receipt by the Trustee of a Company Order, be
cancelled by the Trustee and returned to the Company. Notes identical to the
cancelled Notes except with respect to Section 1.01 hereof, shall be executed by
the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and make available for delivery the Notes that
reflect the Section 1.01 provisions of this Supplemental Indenture upon a
Company Order.
SECTION 1.03. Except as otherwise expressly provided in this
Supplemental Indenture or otherwise clearly required by the context hereof or
thereof, all terms used herein that are defined in the Indenture shall have the
several meanings respectively assigned to them thereby.
SECTION 1.04. The Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed. This
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 1.05. 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 Supplemental Indenture.
SECTION 1.06. This 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.
IN WITNESS WHEREOF, the parties hereto have caused this
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/Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
by /s/Van X. Xxxxx
Name: Van X. Xxxxx
Title: Assistant Vice President
