EXHIBIT 4.10
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of September 12, 2000
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
7.25% Senior Notes Due September 15, 2003
<PAGE>
Eighth Supplemental Indenture, dated as of
the 12th day of September 2000 (this "Eighth
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 7.25% Senior Notes Due September 15, 2003 (said series being
hereinafter referred to as the "7.25% Notes"), the form of such 7.25% Notes and
the terms, provisions and conditions thereof to be as provided in the Indenture
and this Eighth Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Eighth Supplemental
Indenture, and all requirements necessary to make this Eighth Supplemental
Indenture a valid instrument, enforceable in accordance with its terms, and to
make the 7.25% 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 7.25% Notes have been in all respects duly authorized.
<PAGE>
NOW, THEREFORE, in consideration of the purchase and
acceptance of the 7.25% Notes by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form of the 7.25% 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 7.25% Notes
SECTION 1.01. (a) There shall be and is hereby authorized a
series of Securities designated the "7.25% Senior Notes Due September 15, 2003",
initially limited in aggregate principal amount to $750,000,000. Without the
consent of the Holders of the Notes, the aggregate principal amount of the 7.25%
Notes may be increased in the future, on the same terms and conditions and with
the same CUSIP number as the 7.25% Notes have. The 7.25% Notes shall mature and
the principal thereof shall be due and payable, together with all accrued and
unpaid interest thereon on September 15, 2003.
SECTION 1.02. (a) The 7.25% Notes shall be initially issued as
Global Securities. Principal and interest on the 7.25% Notes issued in
certificated form will be payable, the transfer of such 7.25% Notes will be
registrable and such 7.25% Notes will be exchangeable for 7.25% 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 7.25% 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 7.25% Notes will only be made upon surrender of the 7.25% Notes to the
Trustee.
SECTION 1.03. Each 7.25% Note will bear interest at the rate
specified below from September 12, 2000 until the principal thereof becomes due
and payable, payable semi-annually in arrears on March 15 and September 15 of
each year (each, an "Interest Payment Date", commencing on March 15, 2001), to
the person in whose name such 7.25% Note (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest installment, which, except as set forth below, shall be, March 1 or
September 1 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 a
7.25% Note on such Regular Record Date and may be paid to the person in whose
name such 7.25% Note (or one or more Predecessor Securities) is 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 7.25% 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 7.25%
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
<PAGE>
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 7.25% 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 7.25% Notes are not entitled to any sinking
fund.
SECTION 1.05. Section 101 of the Indenture is hereby amended,
solely with respect to the 7.25% 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 importance to the total
business conducted by the Company and its Subsidiaries as an entirety.
ARTICLE II
No Optional Redemption of the 7.25% Notes
SECTION 2.01. The Company will have no right of optional
redemption at any time prior to September 15, 2003.
ARTICLE III
Form of 7.25% Notes
SECTION 3.01. The 7.25% 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.
<PAGE>
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.
7.25% Senior Note Due September 15, 2003
Registered $[ ],000,000
No. R-[ ] CUSIP 184502 AJ 1
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 $[ ],000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on September
15, 2003 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 semi-annually on March 15 and
September 15 of each year, commencing March 15, 2001 (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 March 15 or September 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 September 12, 2000 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 March or September and before the next
succeeding March 15 or September 15, this Note shall bear interest from such
March 15 or September 15, as the case may be; provided, however, that if the
Company shall default in the payment of interest due on such March 15 or
September 15, then this Note shall bear interest from the next preceding March
15 or September 15 to which interest on this Note has been paid or duly provided
for, or, if no interest has been paid on this Note or duly provided for, from
September 12, 2000. The interest so payable, and punctually paid or duly
provided for, on any March 15 or September 15 will, except as provided in the
Indenture dated as of October 1, 1997, as supplemented by the Eighth
Supplemental Indenture dated as of September 12, 2000 (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) are registered at the
close of business on the next preceding March 1 or September 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 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.
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 7.25% Senior Notes Due
September 15, 2003 (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.
<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, 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
purspose 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 purspose, 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.
<PAGE>
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.
<PAGE>
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
<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:
------------------------------------------------------------
<PAGE>
__________________________________________________ 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
"eligible guarantor institution"
(Signature must correspond with meeting the requirements of the
the name as written upon the face of Registrar, which requirements
the within instrument in every include membership or participation
particular, without alteration or in the Security Transfer Agent
enlargement or any change 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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<PAGE>
ARTICLE IV
Original Issue of 7.25% Notes
SECTION 4.01. 7.25% Notes in the initial aggregate principal
amount equal to $750,000,000 may, upon execution of this Eighth 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 7.25% Notes to or upon a Company Order.
ARTICLE V
Miscellaneous Provisions
SECTION 5.01. Except as otherwise expressly provided in this
Eighth Supplemental Indenture or in the form of 7.25% Note or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of 7.25% Note 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 Eighth
Supplemental Indenture, is in all respects ratified and confirmed. This Eighth
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 Eighth Supplemental Indenture.
SECTION 5.04. This Eighth 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 Eighth
Supplemental Indenture to be duly executed as of the day and year first above
written.
CLEAR CHANNEL COMMUNICATIONS, INC.,
by_________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
by_________________________________
Name:
Title:
<PAGE>
EXHIBIT 4.11
CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK,
as Trustee
----------------------
NINTH SUPPLEMENTAL INDENTURE
Dated as of September 12, 2000
TO
SENIOR INDENTURE
Dated as of October 1, 1997
----------------------
7.65% Senior Notes Due September 15, 2010
<PAGE>
Ninth Supplemental Indenture, dated as of
the 12th day of September 2000 (this "Ninth
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 7.65% Senior Notes Due September 15, 2010 (said series being
hereinafter referred to as the "7.65% Notes"), the form of such 7.65% Notes and
the terms, provisions and conditions thereof to be as provided in the Indenture
and this Ninth Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Ninth Supplemental Indenture,
and all requirements necessary to make this Ninth Supplemental Indenture a valid
instrument, enforceable in accordance with its terms, and to make the 7.65%
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
7.65% Notes have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the purchase and
acceptance of the 7.65% Notes by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form of the 7.65% 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 7.65% Notes
<PAGE>
SECTION 1.01. (a) There shall be and is hereby authorized a
series of Securities designated the "7.65% Senior Notes Due September 15, 2010",
initially limited in aggregate principal amount to $750,000,000. Without the
consent of the Holders of the Notes, the aggregate principal amount of the 7.65%
Notes may be increased in the future, on the same terms and conditions and with
the same CUSIP number as the 7.65% Notes have. The 7.65% Notes shall mature and
the principal thereof shall be due and payable, together with all accrued and
unpaid interest thereon on September 15, 2010.
SECTION 1.02. (a) The 7.65% Notes shall be initially issued as
Global Securities. Principal and interest on the 7.65% Notes issued in
certificated form will be payable, the transfer of such 7.65% Notes will be
registrable and such 7.65% Notes will be exchangeable for 7.65% 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 7.65% 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 7.65% Notes will only be made upon surrender of the 7.65% Notes to the
Trustee.
SECTION 1.03. Each 7.65% Note will bear interest at the rate
of 7.65% per annum from September 12, 2000 until the principal thereof becomes
due and payable, payable (subject to the provisions of Article II) semi-annually
in arrears on March 15 and September 15 of each year (each, an "Interest Payment
Date", commencing on March 15, 2001), to the person in whose name such 7.65%
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest installment, which, except
as set forth below, shall be, March 1 or September 1 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 a 7.65% Note on such Regular Record Date and
may be paid to the person in whose name such 7.65% Note (or one or more
Predecessor Securities) is 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 7.65%
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 7.65% 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 7.65% 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 7.65% Notes are not entitled to any sinking
fund.
SECTION 1.05. Section 101 of the Indenture is hereby amended,
solely with respect to the 7.65% 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 importance to the total
business conducted by the Company and its Subsidiaries as an entirety.
<PAGE>
ARTICLE II
Optional Redemption of the 7.65% Notes
SECTION 2.01. The 7.65% 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 7.65% Notes and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from the redemption date to
September 15, 2010, 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 35 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 7.65% 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 7.65% Notes or portions thereof called for redemption.
The 7.65% Notes will not be subject to any sinking fund provision.
"Treasury Rate" means, with respect to any redemption date for
the 7.65% 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 "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 7.65% 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 7.65% Notes.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company after consultation with the Trustee.
<PAGE>
"Comparable Treasury Price" means, with respect to any
redemption date for the 7.65% 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 Corporation, Salomon Smith Barney Inc. and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with the Company; 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.
ARTICLE III
Form of 7.65% Notes
SECTION 3.01. The 7.65% 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.
<PAGE>
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.
7.65% Senior Note Due September 15, 2010
Registered $[ ],000,000
No. R-[ ] CUSIP 184502 AK 8
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 $[ ],000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on September
15, 2010 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 March 15 and September
15 of each year, commencing March 15, 2001 (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 March 15 or September 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
September 12, 2000 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 March or September and before the next succeeding March 15 or
September 15, this Note shall bear interest from such March 15 or September 15,
as the case may be; provided, however, that if the Company shall default in the
payment of interest due on such March 15 or September 15, then this Note shall
bear interest from the next preceding March 15 or September 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 September 12, 2000. The interest so
payable, and punctually paid or duly provided for, on any March 15 or September
15 will, except as provided in the Indenture dated as of October 1, 1997, as
supplemented by the Ninth Supplemental Indenture dated as of September 12, 2000
(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 March 1 or September
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 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.
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 7.65% Senior Notes Due
September 15, 2010 (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 September 15, 2010, 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 35 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.
<PAGE>
"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 "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 Corporation, Salomon Smith Barney 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.
<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, 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.
<PAGE>
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.
<PAGE>
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
<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:
------------------------------------------------------------
<PAGE>
__________________________________________________ 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
"eligible guarantor institution"
(Signature must correspond with meeting the requirements of the
the name as written upon the face of Registrar, which requirements
the within instrument in every include membership or participation
particular, without alteration or in the Security Transfer Agent
enlargement or any change 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.
<PAGE>
ARTICLE IV
Original Issue of 7.65% Notes
SECTION 4.01. 7.65% Notes in the initial aggregate principal
amount equal to $750,000,000 may, upon execution of this Ninth 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 7.65% Notes to or upon a Company Order.
ARTICLE V
Miscellaneous Provisions
SECTION 5.01. Except as otherwise expressly provided in this
Ninth Supplemental Indenture or in the form of 7.65% Note or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of 7.65% Note 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 Ninth
Supplemental Indenture, is in all respects ratified and confirmed. This Ninth
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 Ninth Supplemental Indenture.
SECTION 5.04. This Ninth 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 Ninth
Supplemental Indenture to be duly executed as of the day and year first above
written.
CLEAR CHANNEL COMMUNICATIONS, INC.,
by_________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
by_________________________________
Name:
Title:
