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EXHIBIT 4.9.5
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AMFM OPERATING INC.
AS OBLIGOR
AND
THE GUARANTORS NAMED HEREIN
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY,
AS TRUSTEE
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FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 18, 2000
to
Indenture
Dated as of December 19, 1996
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$100,000,000
10 1/2% Senior Subordinated Notes due 2007
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FIFTH SUPPLEMENTAL INDENTURE dated as of January 18, 2000, among AMFM
OPERATING INC., a Delaware corporation (the "Company"), the subsidiaries listed
on Schedule I hereto (collectively, the "New Subsidiary Guarantors") and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York trust corporation, as
Trustee (the "Trustee").
WHEREAS, Xxxx Media Corporation ("Xxxx Media") and the subsidiary
guarantors named therein have heretofore executed and delivered to the Trustee
an Indenture dated as of December 19, 1996, as amended and restated pursuant to
the First Supplemental Indenture among Xxxx Media, the subsidiary guarantors
named therein and the Trustee dated as of October 28, 1997, and as amended by
the Second Supplemental Indenture dated as of October 28, 1997 by and among
Chancellor Media Corporation of Los Angeles ("CMCLA"), the subsidiary
guarantors named therein and the Trustee, by the Third Supplemental Indenture
dated as of August 23, 1999 by and among CMCLA, the subsidiary guarantors named
therein and the Trustee, and by the Fourth Supplemental Indenture dated as of
November 19, 1999 by and among the Company, the subsidiary guarantors named
therein and the Trustee (as so amended and restated, the "Indenture"),
providing for the issuance of $100,000,000 aggregate principal amount of Xxxx
Media's 10 1/2% Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, pursuant to that Second Supplemental Indenture dated as of
October 28, 1997, CMCLA assumed the obligations under the Notes and the
Indenture;
WHEREAS, pursuant to that Fourth Supplemental Indenture dated as of
November 19, 1999, the Company assumed the obligations under the Notes and the
Indenture;
WHEREAS, the Company, the New Subsidiary Guarantors and the Trustee
desire by this Fifth Supplemental Indenture pursuant to and as contemplated by
the provisions of the Indenture relating to the addition of guarantors,
including Sections 4.15 and 11.05, to add the New Subsidiary Guarantors as
guarantors.
WHEREAS, the execution and delivery of this Fifth Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of the
Company and each of the New Subsidiary Guarantors (and in the case of any
guarantor that is a limited partnership or a limited liability company, the
Board of Directors of the general partner or sole member, respectively); and
WHEREAS, all conditions and requirements necessary to make this Fifth
Supplemental Indenture a valid, binding legal instrument in accordance with its
terms have been performed and fulfilled by the parties hereto and the execution
and delivery thereof have been in all respects duly authorized by the parties
hereto.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the others and for the equal and ratable benefit of
the holders of the Notes, as follows:
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ARTICLE I
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
Section 1.01 ASSUMPTION. Each of the New Subsidiary Guarantors hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of a Guarantor in the Indenture as of the date of this Fifth
Supplemental Indenture, and also hereby expressly and unconditionally assumes
each and every covenant, agreement and undertaking of a Guarantor in each Note
outstanding on the date of this Fifth Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 DEFINED TERMS. For all purposes of this Fifth
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Fifth Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.
Section 2.02 INDENTURE. Except as amended hereby, the Indenture and
the Notes are in all respects ratified and confirmed and all the terms shall
remain in full force and effect.
Section 2.03 GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section 2.04 SUCCESSORS. All agreements of the Company and the New
Subsidiary Guarantors in this Fifth Supplemental Indenture and the Notes shall
bind their successors. All agreements of the Trustee in this Fifth Supplemental
Indenture shall bind its successors.
Section 2.05 DUPLICATE ORIGINALS. All parties may sign any number of
copies of this Fifth Supplemental Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement.
Section 2.06 SEVERABILITY. In case any one or more of the provisions
in this Fifth Supplemental Indenture or in the Notes shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.
Section 2.07 TRUSTEE DISCLAIMER. The Trustee accepts the amendment of
the Indenture effected by this Fifth Supplemental Indenture and agrees to
execute the trust created by the Indenture
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as hereby amended, but on the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall in like
manner define and limit its liabilities and responsibilities in the performance
of the trust created by the Indenture as hereby amended, and without limiting
the generality of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the
Company and the New Subsidiary Guarantors, or for or with respect to (i) the
validity or sufficiency of this Fifth Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization hereof by the Company
and the New Subsidiary Guarantors by corporate action or otherwise, (iii) the
due execution hereof by the Company and the New Subsidiary Guarantors or (iv)
the consequences (direct or indirect and whether deliberate or inadvertent) of
any amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
Section 2.08 EFFECTIVENESS. This Fifth Supplemental Indenture shall
become effective, once executed, upon receipt by the Trustee of an opinion of
Xxxxxx & Xxxxxx L.L.P., counsel to the Company, which shall be dated no earlier
than the date hereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year written above.
AMFM OPERATING INC.,
as Obligor
By: /s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Senior Vice President and
Chief Accounting Officer
Attest: /s/
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ON BEHALF OF EACH OF THE NEW SUBSIDIARY
GUARANTORS LISTED ON SCHEDULE I HERETO*
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Senior Vice President
Attest: /s/
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AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Trustee
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
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Title: Vice President
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Attest: /s/
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*For AMFM LA, LLC, by the Company, its sole member. For AMFM Texas, LLC, by
Chancellor Media/Shamrock Broadcasting, Inc., its sole member.
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SCHEDULE I
NEW SUBSIDIARY GUARANTORS
AMFM San Diego, Inc., a Delaware corporation
AMFM Washington D.C., Inc., a Delaware corporation
AMFM LA, LLC, a Delaware limited liability company
AMFM Texas, LLC, a Delaware limited liability company
