EXHIBIT 99.3
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of March 17, 2003
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
4 5/8% Senior Notes due January 15, 2008
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Twelfth Supplemental Indenture, dated as of
the 17th day of March 2003 (this "Twelfth
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, between the Company and
the Trustee (the "Indenture"); as set forth in
Section 5.01 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, pursuant to the terms of the Indenture, the Company
desires to issue an additional $200,000,000 aggregate principal amount of its
4 5/8% Senior Notes due January 15, 2008 (such additional principal amount being
referred to herein as the "Additional 2008 Notes"), $300,000,000 aggregate
principal amount of which have been previously issued and are outstanding (the
"Outstanding 2008 Notes" and together with the Additional 2008 Notes, the "2008
Notes"), the form of such Additional 2008 Notes and the terms, provisions and
conditions thereof to be as provided in the Indenture and this Twelfth
Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Twelfth Supplemental
Indenture, and all requirements necessary to make this Twelfth Supplemental
Indenture a valid instrument, enforceable in accordance with its terms, and to
make the Additional 2008 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 Additional 2008 Notes have been in all respects duly
authorized.
NOW, THEREFORE, in consideration of the purchase and
acceptance of the Additional 2008 Notes by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form of the
Additional 2008 Notes and the terms, provisions and conditions thereof, the
Company covenants and agrees with the Trustee as follows:
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ARTICLE I
General Terms and Conditions of
the Additional 2008 Notes
SECTION 1.01. (a) There shall be and is hereby authorized the
issuance of the Additional 2008 Notes, initially limited in aggregate principal
amount to $200,000,000. The Additional 2008 Notes shall have the same terms,
including without limitation, the same maturity date, interest rate, redemption
and other provisions and interest payment dates as the Outstanding 2008 Notes,
and will be become part of the same series and will be designated by the same
CUSIP number as the Outstanding 2008 Notes. Without the consent of the Holders
of the 2008 Notes, the aggregate principal amount of the 2008 Notes may be
increased in the future, on the same terms and conditions and with the same
CUSIP number as the 2008 Notes. The 2008 Notes shall mature and the principal
thereof shall be due and payable, together with all accrued and unpaid interest
thereon on January 15, 2008.
SECTION 1.02. The Additional 2008 Notes shall be initially
issued as Global Securities.
ARTICLE II
Form of 2008 Notes
SECTION 2.01. The 2008 Notes the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY; A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE
INDENTURE HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
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CLEAR CHANNEL COMMUNICATIONS, INC.
4 5/8% SENIOR NOTE DUE JANUARY 15, 2008
REGISTERED $[ ],000,000
NO. R-[ ] CUSIP 184502 AN 2
CLEAR CHANNEL COMMUNICATIONS, INC., a corporation duly
organized and existing under the laws of the State of Texas (herein called the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $[ ],000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on January 15,
2008 in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest on said principal sum semiannually on January 15 and July 15 of
each year, commencing July 15, 2003 (each an "Interest Payment Date"), at said
office or agency, in like coin or currency, at the rate per annum specified in
the title hereof, from January 15 and July 15, as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or if no interest has been paid on the Notes or duly provided for, from
January 9, 2003 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the 1st
day of any January or July and before the next succeeding January 15 and July
15, this Note shall bear interest from such January 15 or July 15, as the case
may be; provided, however, that if the Company shall default in the payment of
interest due on such January 15 or July 15, then this Note shall bear interest
from the next preceding January 15 or July 15 to which interest on the Notes has
been paid or duly provided for, or, if no interest has been paid on the Notes or
duly provided for, from January 9, 2003. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15 will, except as provided
in the Indenture dated as of October 1, 1997, as supplemented to the date of
this Note (herein called the "Indenture"), duly executed and delivered by the
Company and The Bank of New York, as Trustee (herein called the "Trustee"), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the next preceding January
15 or July 15, as the case may be (herein called the "Regular Record Date"),
whether or not a Business Day, and may, at the option of the Company, be paid by
check mailed to the registered address of such Person. Any such interest which
is payable, but is not so punctually paid or duly provided for, shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
be paid either to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Notes not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed and upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practical by the Trustee, all as more
fully provided in the Indenture. Notwithstanding the foregoing, in the case of
interest payable at Stated Maturity, such interest shall be paid to the same
Person to whom the principal hereof is
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payable. Interest on the Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security Registrar,
to appoint additional or other Paying Agents and other Security Registrars which
may include the Company, and to approve any change in the office through which
any Paying Agent or Security Registrar acts; provided that there will at all
times be a Paying Agent in The City of New York and there will be no more than
one Security Registrar for the Notes.
This Note is one of the duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness (hereinafter called the
"Securities") of the Company, of the series hereinafter specified, all issued or
to be issued under and pursuant to the Indenture, to which Indenture and any
other indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee and any agent of the Trustee, any Paying
Agent, the Company and the Holders of the Securities and the terms upon which
the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 4 -5/8% Senior Notes due
January 15, 2008 (herein called the "Notes").
The Notes will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Notes and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to January 15, 2008, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis
points plus, in either case, any interest accrued but not paid to the date of
redemption. Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The Notes will not be subject to any sinking fund
provision.
"Treasury Rate" means, with respect to any redemption date for
the Notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption
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"Treasury Constant Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an "Independent Investment Banker" as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company after consultation with the Trustee.
"Comparable Treasury Price" means, with respect to any
redemption date for the Notes, (i) the average of four Reference Treasury Dealer
Quotations (as defined below) for the redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations obtained.
"Reference Treasury Dealer" means each of Credit Suisse First
Boston, X.X. Xxxxxx Securities Inc. and two other primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Company in consultation with the Trustee; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all of the Notes may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the
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purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the rights of
the Holders of the Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected thereby on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
and their consequences with respect to such series under the Indenture. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange here for or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note
or such other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the place, rate and respective times and in the coin or currency
herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction
of certain conditions therein set forth, including the deposit of certain trust
funds in trust, the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the Securities of
any series and to have satisfied all the obligations (with certain exceptions)
under the Indenture relating to the Securities of such series.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose or at any of the
Company's other offices or agencies as the Company may maintain for such purpose
and in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York designated for such purpose or at any of the Company's other offices or
agencies as the Company may maintain for such purpose, a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
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Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Note shall be construed in accordance with and governed
by the laws of the State of New York.
Unless the certificate of authentication hereon has been
manually executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has
caused this Note to be duly executed.
CLEAR CHANNEL COMMUNICATIONS, INC.
by
---------------------------------
Name:
Title:
[Company Seal] by
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
Dated: by
-------------------- ------------------------------
Authorized Signatory
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------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT--...........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
----------------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
--------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s),
and transfer(s) unto
----------------------------------
: :
: :
----------------------------------
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE:
------------------------------------------------------------
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_____________________________________________ the within Note and all rights
thereunder, hereby irrevocably constituting and appointing _____________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
---------------------------- ----------------------------------
Signature Guaranty
----------------------------------
Signature Signatures must be guaranteed by an
(Signature must correspond with the "eligible guarantor institution"
name as written upon the face of meeting the requirements of the
the within instrument in every Registrar, which requirements
particular, without alteration or include membership or participation
enlargement or any change in the Security Transfer Agent
whatever.) Medallion Program ("STAMP") or such
other "signature guarantee program"
as may be determined by the
Registrar in addition to, or in
substitution for, STAMP, all in
accordance with the Securities
Exchange Act of 1934, as amended.
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ARTICLE III
Additional Issuance of 2008 Notes
SECTION 3.01. 2008 Notes in the additional aggregate principal
amount equal to $200,000,000 (such that the entire series of 2008 Notes
outstanding as of the date of this Twelfth Supplemental Indenture is
$500,000,000) may, upon execution of this Twelfth Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and make available for delivery said 2008
Notes to or upon a Company Order.
ARTICLE IV
Miscellaneous Provisions
SECTION 4.01. Except as otherwise expressly provided in this
Twelfth Supplemental Indenture or in the form of 2008 Notes or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of 2008 Notes that are defined in the Indenture shall have the several meanings
respectively assigned to them thereby.
SECTION 4.02. The Indenture, as supplemented by this Twelfth
Supplemental Indenture, is in all respects ratified and confirmed. This Twelfth
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 4.03. 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 Twelfth Supplemental Indenture.
SECTION 4.04. This Twelfth 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Twelfth Supplemental Indenture to be duly executed as of the day and year first
above written.
CLEAR CHANNEL COMMUNICATIONS, INC.,
by /s/ XXXX X. XXXX
Name: Xxxx X. Xxxx
Title: President and Chief Operating Officer
THE BANK OF NEW YORK, as Trustee
by /s/ VAN X. XXXXX
Name: Van X. Xxxxx
Title: Vice President
