FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
August 27, 1998
(August 26, 1998)
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas 1-9645 74-1787536
(State or other jurisdiction (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Concord Plaza, Suite 600
San Antonio, Texas 78216
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (210) 822-2828
<PAGE>
ITEM 5. OTHER EVENTS.
On June 16, 1998, the Company issued $125,000,000 aggregate
principal amount of 6.625% Senior Notes due 2008 and $175,000,000
aggregate principal amount of 6.875% Senior Debentures due 2018
(collectively, the "Securities"). On August 26,1998, the Company
executed supplemental indentures which provided that the Securities are
not subject to redemption by the issuer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Second Supplemental Indenture dated June 16, 1998 to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and the Bank of New
York, as Trustee.
4.2 Third Supplemental Indenture dated June 16, 1998 to
Senior Indenture dated October 1, 1997, by and between
Clear Channel Communications, Inc. and the Bank of New
York, as Trustee.
4.3 Form of 6.625% Senior Notes due June 15, 2008.
4.4 Form of 6.875% Senior Debentures due June 15, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/Randall T. Mays
Name: Randall T. Mays
Title: Executive Vice President/Chief Financial Officer
Dated: August 27, 1998
<PAGE>
Index To Exhibits
4.1 Second Supplemental Indenture dated June 16, 1998 to Senior
Indenture dated October 1, 1997, by and between Clear Channel
Communications, Inc. and the Bank of New York as Trustee.
4.2 Third Supplemental Indenture dated June 16, 1998 to Senior Indenture
dated October 1, 1997, by and between Clear Channel Communications,
Inc. and the Bank of New York as Trustee.
4.3 Form of 6.625% Senior Notes due June 15, 2008.
4.4 Form of 6.875% Senior Debentures due June 15, 2018.
EXHIBIT 4.1
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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/Randall T. Mays
Name: Randall T. Mays
Title: Executive Vice President/Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
by /s/Van K. Brown
Name: Van K. Brown
Title: Assistant Vice President
EXHIBIT 4.2
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of June 16, 1998
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
6.875% Senior Notes
due June 15, 2018
<PAGE>
THIRD 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 and the Second
Supplemental Indenture dated as of June 16, 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 $175,000,000 aggregate
principal amount of Senior Debt Securities, known as the 6.875% Senior Notes due
2018 (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:
<PAGE>
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.
<PAGE>
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/Randall T. Mays
Name: Randall T. Mays
Title: Executive Vice President/Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
by /s/Van K. Brown
Name: Van K. Brown
Title: Assistant Vice President
EXHIBIT 4.3
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.
6.625% Senior Note due 2008
Registered $125,000,000
No. R-1 CUSIP 184502 AC 6
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.
<PAGE>
or registered assigns, the principal sum of $125,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on June 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 June 15 and December 15 of
<PAGE>
each year, commencing December 15, 1998, at said office or agency, in like coin
or currency, at the rate per annum specified in the title hereof, from the June
15 or the December 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 June 16, 1998 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 June or December and
before the next succeeding June 15 or December 15, this Note shall bear interest
from such June 15 or December 15, as the case may be; provided, however, that if
the Company shall default in the payment of interest due on such June 15 or
December 15, then this Note shall bear interest from the next preceding June 15
or December 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
June 16, 1998. The interest so payable, and punctually paid or duly provided
for, on any June 15 or December 15 will, except as provided in the Indenture
dated as of October 1, 1997, as supplemented on August 26, 1998 by the Second
Supplemental Indenture (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 June 1 or December 1, 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 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.
<PAGE>
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
sinking, purchase or analogous funds (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 6.625% Senior Notes due
2008 (herein called the "Notes"), limited in aggregate principal amount to
$125,000,000.
The Securities are not redeemable.
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.
<PAGE>
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. The
Indenture also permits the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series, 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 and in the manner
and subject to the limitations provided in the Indenture.
<PAGE>
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, 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.
IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has
caused this Note to be duly executed.
CLEAR CHANNEL COMMUNICATION, INC.
by
Title:
<PAGE>
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: As of June 16, 1998 by
---------------------------
Authorized Signatory
<PAGE>
------------------------
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:
- ------------------------------------------------------------
__________________________________________________ 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.
<PAGE>
Dated: _______________________ ________________________
Signature Guaranty
- -------------------------------
Signature Signatures must be guaranteed
(Signature must correspond with by an "eligible guarantor
the name as written upon the face institution" meeting the
of the within instrument in requirements of the
every particular, without alteration [Registrar], which requirements
or enlargement or any change whatever.) include membership or
participation in the Security
Transfer Agent 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.
EXHIBIT 4.4
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.
6.875% Senior Debenture due 2018
Registered $175,000,000
No. R-1 CUSIP 184502 AD 4
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 $125,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on June 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 June 15 and December 15 of
each year, commencing December 15, 1998, at said office or agency, in like coin
<PAGE>
or currency, at the rate per annum specified in the title hereof, from the June
15 or the December 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 June 16, 1998 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 June or December and
before the next succeeding June 15 or December 15, this Note shall bear interest
from such June 15 or December 15, as the case may be; provided, however, that if
the Company shall default in the payment of interest due on such June 15 or
December 15, then this Note shall bear interest from the next preceding June 15
or December 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
June 16, 1998. The interest so payable, and punctually paid or duly provided
for, on any June 15 or December 15 will, except as provided in the Indenture
dated as of October 1, 1997, as supplemented on August 26, 1998 by the Third
Supplemental Indenture (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 June 1 or December 1, 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 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.
<PAGE>
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Debentures. 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 Debentures.
This Debenture 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
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Debenture is one of the series of Securities of the
Company issued pursuant to the Indenture and designated as the 6.875% Senior
Debentures due 2018 (herein called the "Debentures"), limited in aggregate
principal amount to $175,000,000.
The Securities are not redeemable.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal of all of the Debentures may be declared
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
<PAGE>
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. The
Indenture also permits the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series, 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 Debenture shall be conclusive and binding upon such Holder
and upon all future Holders of this Debenture and of any Debenture 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 Debenture or
such other Debentures.
No reference herein to the Indenture and no provision of this
Debenture 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 Debenture 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 Debentures are issuable in registered form without coupons
in denominations of $1,000 and any integral multiple of $1,000. Debentures may
be exchanged for a like aggregate principal amount of Debentures 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 and in the
manner and subject to the limitations provided in the Indenture.
<PAGE>
Upon due presentment for registration of transfer of this
Debenture at the office or agency of the Company in the Borough of Manhattan,
The City of New York designated for such purpose, a new Debenture or Debentures
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 Debenture is registered as the
owner hereof for all purposes, whether or not this Debenture 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
Debenture which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
This Debenture 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
Debenture shall not be entitled to any benefits under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has
caused this Debenture to be duly executed.
CLEAR CHANNEL COMMUNICATION,INC.
by
Title:
<PAGE>
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: June 16, 1998 by
---------------------------
Authorized Signatory
<PAGE>
------------------------
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:
- ------------------------------------------------------------
__________________________________________________ the within Debenture and all
rights thereunder, hereby irrevocably constituting and appointing
- ---------------------- ------------------------------
attorney to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
<PAGE>
Dated: _______________________ ________________________
Signature Guaranty
- -------------------------------
Signature Signatures must be
(Signature must correspond with guaranteed by an
the name as written upon the "eligible guarantor
face of the within instrument in institution" meeting the
every particular, without requirements of the
alteration or enlargement or any [Registrar], which
change whatever.) requirements include
membership or participation
in the Security Transfer
Agent Medallion Program
("STAMP") or suchother
"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.
