EXECUTION COPY
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
FIFTEENTH SUPPLEMENTAL INDENTURE
Dated as of November 14, 2003
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
3.125% Senior Notes due February 1, 2007
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Fifteenth Supplemental Indenture, dated as
of the 14th day of November 2003 (this "Fifteenth
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 provide for the establishment of a new series of its Securities to be
known as its 3.125% Senior Notes due February 1, 2007 (said series being
hereinafter referred to as the "Notes"), the form of such Notes and the terms,
provisions and conditions thereof to be as provided in the Indenture and this
Fifteenth Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Fifteenth Supplemental
Indenture, and all requirements necessary to make this Fifteenth 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:
ARTICLE I
General Terms and Conditions of the Notes
SECTION 1.01. (a) There shall be and is hereby authorized a
series of Securities designated the "3.125% Senior Notes due February 1, 2007",
initially limited in aggregate principal amount to $250,000,000. Without the
consent of the Holders of the Notes, the aggregate principal amount of the
Notes, Notes may be increased in the future, on the same terms and conditions
and with the same CUSIP number as the Notes.
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The Notes shall mature and the principal thereof shall be due and payable,
together with all accrued and unpaid interest thereon on February 1, 2007.
SECTION 1.02. The Notes shall be initially issued as Global
Securities. Principal and interest on the Notes issued in certificated form will
be payable, the transfer of such Notes will be registrable and such Notes will
be exchangeable for Notes, bearing identical terms and provisions at the office
or agency of the Company in the Borough of Manhattan, The City and State of New
York provided for that purpose and transfers of the Notes will also be
registrable at any of the Company's other offices or agencies as the Company may
maintain for that purpose; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Security Register and that the payment of
principal with respect to the Notes will only be made upon surrender of the
applicable Notes to the Trustee.
SECTION 1.03. Each Note will bear interest at the rate of
3.125% per annum from November 14, 2003 until the principal thereof becomes due
and payable, payable (subject to the provisions of Article II) semi-annually in
arrears on February 1 and August 1 of each year (each, an "Interest Payment
Date", commencing on August 1, 2004), to the person in whose name such Note (or
one or more Predecessor Securities) are registered at the close of business on
the Regular Record Date for such interest installment, which, except as set
forth below, shall be, January 15 or July 15 next preceding the Interest Payment
Date with respect to such interest installment. Any installment of interest not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder of Notes on such Regular Record Date and may be paid to the
person in whose name such Notes (or one or more Predecessor Securities) are
registered at the close of business on a Special Record Date to be fixed by the
Trustee for the payment of such defaulted interest, notice whereof to be given
to the registered holders of the Notes, as applicable, 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, all as more fully provided in the Indenture.
The amount of interest payable for any period will be computed
on the basis of a 360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on the Notes is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay).
SECTION 1.04. The Notes are not entitled to any sinking fund.
SECTION 1.05. Section 101 of the Indenture is hereby amended,
solely with respect to the Notes, by amending and restating the definition of
"Principal Property" as follows: "Principal Property" means any radio
broadcasting, television broadcasting, outdoor advertising or live entertainment
property located in the United States owned or leased by the Company or any
Subsidiary, unless, in the opinion of the Board of Directors of the Company,
such properties are not in the aggregate of material
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importance to the total business conducted by the Company and its Subsidiaries
as an entirety.
ARTICLE II
Optional Redemption of the Notes
SECTION 2.01. The Company will have no right of optional
redemption of the notes.
ARTICLE III
Form of Notes
SECTION 3.01. The Notes and 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.
CLEAR CHANNEL COMMUNICATIONS, INC.
3.125% SENIOR NOTE DUE FEBRUARY 1, 2007
REGISTERED $[ ]
NO. R-[ ] CUSIP [ ]
ISIN [ ]
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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 $[ ] at the office or agency of the
Company in the Borough of Manhattan, The City of New York, on February 1, 2007
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 February 1 and August 1 of
each year, commencing August 1, 2004 (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 February 1 and August 1, 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
November 14, 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 February or August and before the next succeeding February 1 and
August 1, this Note shall bear interest from such February 1 or August 1, as the
case may be; provided, however, that if the Company shall default in the payment
of interest due on such February 1 or August 1, then this Note shall bear
interest from the next preceding February 1 or August 1 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 November 14, 2003. The interest so payable,
and punctually paid or duly provided for, on any February 1 or August 1 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 payable.
Interest on the Notes will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
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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 3.125% Senior Notes due
February 1, 2007 (herein called the "Notes").
The Notes are not subject to redemption at the option of the
Company.
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 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
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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.
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 include
particular, without alteration or membership or participation in the
enlargement or any change Security Transfer Agent Medallion
whatever.) 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 IV
Original Issue of Notes
SECTION 4.01. Notes in the aggregate principal amount equal to
$250,000,000 may, upon execution of this Fifteenth 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 Notes
to or upon a Company Order.
ARTICLE V
Miscellaneous Provisions
SECTION 5.01. Except as otherwise expressly provided in this
Fifteenth Supplemental Indenture or in the forms of the Notes or otherwise
clearly required by the context hereof or thereof, all terms used herein or in
said forms of the Notes that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
SECTION 5.02. The Indenture, as supplemented by this Fifteenth
Supplemental Indenture, is in all respects ratified and confirmed. This
Fifteenth Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
SECTION 5.03. 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 Fifteenth Supplemental Indenture.
SECTION 5.04. This Fifteenth 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
Fifteenth 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 and Chief
Financial Officer
THE BANK OF NEW YORK, as Trustee
by: /S/ VAN X. XXXXX
--------------------------------------------
Name: Van X. Xxxxx
Title: Vice President
