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EXHIBIT 4.9.6
================================================================================
AMFM OPERATING INC.,
as Obligor
and
THE GUARANTORS LISTED IN SCHEDULE I HERETO
and
AMERICAN STOCK TRANSFER AND TRUST COMPANY,
as Trustee
------------------------------------------
SIXTH SUPPLEMENTAL INDENTURE
Dated as of June 2, 2000
to
Indenture
Dated as of December 19, 1996
Amended and Restated as of
October 28, 1997
------------------------------------------
$100,000,000
10 1/2% Senior Subordinated Notes due 2007
================================================================================
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SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE dated as of June 2, 2000 among AMFM
OPERATING INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), the guarantors listed in
Schedule I hereto (the "Guarantors"), and AMERICAN STOCK TRANSFER AND TRUST
COMPANY, a New York trust corporation, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Amended and Restated Indenture dated as of December 19, 1996,
amended and restated as of October 28, 1997, among Katz Media Corporation, as
issuer, and the Trustee, as amended by the Second Supplemental Indenture dated
as of October 28, 1997 among Chancellor Media Corporation of Los Angeles
("CMCLA," as successor in interest to Katz Media Corporation), the guarantors
named therein and the Trustee, as further amended by the Third Supplemental
Indenture dated as of August 23, 1999 among CMCLA, the guarantors named therein
and the Trustee, as further amended by the Fourth Supplemental Indenture dated
as of November 19, 1999 among the Company (as successor in interest to CMCLA),
the guarantors named therein and the Trustee, and as further amended by the
Fifth Supplemental Indenture dated as of January 18, 2000 among the Company, the
guarantors named therein and the Trustee (collectively, the "Original
Indenture") to provide for the issuance of its 10 1/2% Senior Subordinated Notes
due 2007 (the "Notes"); and
WHEREAS, Section 9.02 of the Original Indenture provides, among other
things, that, with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding, the Company, the
Guarantors and the Trustee may enter into indentures supplemental to the
Original Indenture for the purpose of amending any provision of the Original
Indenture or the Notes (other than as provided in Section 9.02 of the Original
Indenture); and
WHEREAS, the Company desires to amend and delete certain provisions of
the Original Indenture; and
WHEREAS, all action on the part of the Company necessary to authorize
its execution, delivery and performance of the Original Indenture, as further
supplemented by this Sixth Supplemental Indenture, has been duly taken; and
WHEREAS, the Company has solicited the consent of the Holders of the
Notes to certain amendments to the Original Indenture (the "Amendments")
pursuant to that certain Consent Solicitation Statement dated April 27, 2000;
and
WHEREAS, Holders of at least a majority in aggregate principal amount
of the Notes have consented to the Amendments and instruments evidencing such
consent have been delivered to the Trustee; and
WHEREAS, the Company desires and has requested the Trustee and the
Guarantors to join in the execution and delivery of this Sixth Supplemental
Indenture for the purpose of amending the Original Indenture;
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NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, it is mutually covenanted and agreed for the equal and
ratable benefit of all Holders of the Notes as follows, effective upon execution
hereof by the Company, the Trustee and the Guarantors:
DEFINITION
Section 1.1 Definition. When used herein, "Tender Offer Completion
Event" shall mean such time as each of the following events shall have occurred:
(i) the Company shall have completed a tender offer in accordance with the terms
and conditions set forth in the Company's Letter to Noteholders dated April 28,
2000, (ii) each holder of Notes that has tendered its Notes pursuant to the
tender offer shall have received payment for any Notes purchased pursuant to the
tender offer and (iii) the Company shall provide written notice of the events
described in (i) and (ii) to the Trustee.
ARTICLE TWO
AMENDMENTS TO ORIGINAL INDENTURE
Section 2.1 Deleted Definitions. Upon the occurrence of the Tender
Offer Completion Event,
(a) Section 1.01 of the Original Indenture shall be amended by deleting
the following definitions in their entirety:
"Acquired Indebtedness"
"Acquired Preferred Stock"
"Asset Acquisition"
"Asset Sale"
"Asset Swap"
"Capital Lease Obligation"
"Capital Stock"
"Chancellor Broadcasting"
"Change of Control"
"Consolidated EBITDA"
"Consolidated Interest Expense"
"Consolidated Net Income"
"Consolidated Non-Cash Charges"
"Continuing Director"
"Contract Buy Out"
"DLJ"
"DLJMB"
"Eligible Institution"
"Existing Indebtedness"
"Financial Monitoring and Oversight Agreements"
"GAAP"
"Hedging Obligations"
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"Hicks Muse"
"Initial Purchaser"
"Interim Credit Facility"
"Investments"
"Katz Notes"
"KCC Merger"
"KMG"
"KMSI"
"Leverage Ratio"
"Media Representation Venture"
"Moody's"
"NCC"
"Net Proceeds"
"Non-Cash Rent Expense"
"Non-Recourse Debt"
"Offering"
"Offering Memorandum"'
"Permitted Indebtedness"
"Permitted Investments"
"Permitted Liens"
"Productive Assets"
"pro forma"
"Qualified Capital Stock"
"Radio Broadcasting"
"Refinancing Indebtedness"
"Restricted Investment"
"Restricted Payment"
"SFAS No. 13"
"S&P"
"Significant Subsidiary"
"Tax Sharing Agreement"
"Tender Offer"
"Unrestricted Subsidiary"
"U.S. Government Obligations"
"U.S. Legal Tender"
"U.S. Person"
"Weighted Average Life to Maturity"
"Wholly Owned Subsidiary"
(b) Section 1.02 of the Original Indenture shall be amended by deleting
the following definitions in their entirety:
"Affiliate Transaction"
"Asset Sale Payment"
"Change of Control Payment"
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"Change of Control Offer"
"Incur"
"Net Proceeds Offer"
"Payment Date"
"Purchase Date"
"Restricted Payments"
(c) The following definitions in Section 1.01 of the Original Indenture
shall be amended and restated in their entirety as follows:
"Company" means AMFM Operating Inc. until a successor
replaces it pursuant to this Indenture and thereafter means
such successor and also includes for the purposes of any
provision contained herein and required by the TIA any on the
Notes.
"Guarantor" means each of the Persons named as a
Guarantor in Schedule I to this Sixth Supplemental Indenture
and their respective successors and assigns.
Section 2.2 Deleted Sections. Upon the occurrence of the Tender Offer
Completion Event, the following Sections of the Original Indenture shall be
deleted in their entirety: 3.08, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 11.01, 11.02, 11.03, 11.04,
11.05, 11.06, 11.07 and 11.08.
Section 2.3 Certain Modifications. Upon the occurrence to the Tender
Offer Completion Event, the text of each of the following Sections or
subsections of the Original Indenture shall be modified as follows:
(a) Section 2.06(i)(ii) shall be amended by deleting the clause
",4.13, 4.14" in its entirety.
(b) Section 3.01 shall be amended to delete the second paragraph
thereof in its entirety.
(c) The first paragraph of Section 4.01 shall be amended and
restated in its entirety as follows:
"The Company shall pay the principal of, and premium,
if any, and accrued and unpaid interest on and Liquidated
Damages, if any, with respect to the Notes on the dates and in
the manner provided in the Notes. Holders of Notes must
surrender their Notes to the Paying Agent to collect principal
payments. Principal of, premium, if any, and accrued and
unpaid interest, and Liquidated Damages, if any, shall be
considered paid on the date due if the Paying Agent (other
than the Company or any of its Subsidiaries or any Affiliates
thereof), the Global Note Holder or each Holder that has
specified an account, holds, as of 12:00 noon New York City
time, money the Company deposited in immediately available
funds designated for and sufficient to pay in cash all
principal, premium, if any, and accrued and unpaid interest
on, and
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Liquidated Damages, if any, then due; provided that, to the
extent that the Holders have not specified accounts, such
amounts shall be considered paid on the date due if the
Company mails a check for such amounts on such date. The
Paying Agent shall return to the Company, no later than five
days following the date of payment, any money (including
accrued interest) that exceeds the amount of principal,
premium, if any, accrued and unpaid interest, and Liquidated
Damages, if any, paid on the Notes. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates
and in the amounts set forth in the Registration Rights
Agreement. If any Liquidated Damages become payable, the
Company shall not later than 3 Business Days prior to the date
that any payment of Liquidated Damages is due (i) deliver an
Officers' Certificate to the Trustee setting forth the amount
of Liquidated Damages payable to Holders and (ii) instruct the
Paying Agent to pay such amount of Liquidated Damages to
Holders entitled to receive such Liquidated Damages."
(d) Section 5.01 shall be amended and restated in its entirety to
read as follows:
"SECTION 5.01. MERGER, CONSOLIDATION OR SALE OF ASSETS.
The Company shall not consolidate or merge with or
into (whether or not the Company is the surviving entity), or
sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or
more related transactions to another corporation, Person or
entity unless (i) the Company is the surviving corporation or
the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation
organized or existing under the laws of the United States, any
state thereof or the District of Columbia; and (ii) the entity
or Person formed by or surviving any such consolidation or
merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made assumes all the
obligations of the Company under the Notes and this Indenture
pursuant to a supplemental indenture in form reasonably
satisfactory to the Trustee."
(e) Section 6.01 shall be amended and restated in its entirety to
read as follows:
"SECTION 6.01. EVENTS OF DEFAULT.
(a) An Event of Default is:
(i) default for 30 days in the payment when due
of interest on, or Liquidated Damages, if
any, with respect to the Notes whether or
not prohibited by Article 10 hereof;
(ii) default in payment when due of principal or
premium, if any, on the
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Notes at maturity, upon redemption or
otherwise whether or not prohibited by
Article 10 hereof;
(iii) [intentionally left blank];
(iv) [intentionally left blank];
(v) [intentionally left blank];
(vi) [intentionally left blank];
(vii) [intentionally left blank];
(viii) in existence when the Company:
(A) commences a voluntary case,
(B) consents to the entry of an order
for relief against it in an
involuntary case,
(C) consents to the appointment of a
Custodian of it or for all or
substantially all of its property,
or
(D) makes a general assignment for the
benefit of its creditors, and
(ix) in existence when a court of competent
jurisdiction enters an order or decree under
any Bankruptcy Law that:
(A) is for relief against the Company,
(B) appoints a Custodian of the
Company, or
(C) orders the liquidation of the
Company,
and any such order or decree remains unstayed and in
effect for 60 days.
The term "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy
Law."
(f) Section 6.02 shall be amended and restated in its entirety to
read as follows:
"SECTION 6.02. ACCELERATION.
If any Event of Default occurs and is continuing
(other than an Event of
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Default under Section 6.01(a)(viii) or (ix) hereof), the
Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due
and payable by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it
is a "notice of acceleration" (the "Acceleration Notice"), and
the same (i) shall become immediately due and payable or (ii)
if there are any amounts outstanding under the Credit
Agreement, shall become immediately due and payable upon the
first to occur of an acceleration under the Credit Agreement
or five Business Days after receipt by the Company and the
Representative under the Credit Agreement of such Acceleration
Notice but only if such Event of Default is then continuing.
Notwithstanding the foregoing, in the case of an Event of
Default arising from Section 6.01(a)(viii) or (ix) hereof, all
outstanding Notes will become due and payable without further
action or notice."
(g) Section 8.01 shall be amended and restated in its entirety to
read as follows:
"SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR
COVENANT DEFEASANCE.
The Company may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to have either Section 8.02 or
8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article
8."
(h) Section 8.02 shall be amended and restated in its entirety to
read as follows:
"SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.
Upon the Company's exercise under Section 8.01 hereof
of the option applicable to this Section 8.02, the Company
shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from
its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in (a) and
(b) below, and to have satisfied all its other obligations
under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders
of outstanding Notes to receive payments in respect of the
principal of, premium, if any, and interest and Liquidated
Damages, if any, on such Notes when such payments are due or
on the redemption date, as the case may be, from the trust
referred to in Section 8.04(a); (b) the Company's obligations
with respect to such Notes under Sections 2.02, 2.03, 2.04,
2.05, 2.06, 2.07, 2.10 and 4.12 hereof; (c) the rights,
powers, trusts, duties and immunities of the Trustee including
without limitation thereunder Section 7.07, 8.05 and 8.07
hereunder and the Company's obligations in connection
therewith; (d) the Company's rights to redeem Notes under
Section 3.07 hereof; and (e) the provisions of this Article 8.
Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof."
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(i) Section 8.03 shall be amended and restated in its entirety to read
as follows:
"SECTION 8.03. COVENANT DEFEASANCE
Upon the Company's exercise under Section 8.01 hereof
of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from its obligations under
the covenants contained in Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be
deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the
outstanding Notes, the Company or its Subsidiaries may omit to
comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(a)(i) through 6.01(a)(vii)
hereof shall not constitute Events of Default."
(j) The first sentence of Section 8.04 shall be amended and restated in
its entirety to read as follows:
"The following shall be the conditions to the
application of either Section 8.02 or 8.03 hereof to the
outstanding Notes:"
(k) The first paragraph of Section 9.01 shall be amended and restated
in its entirety to read as follows:
"Notwithstanding Section 9.02 hereof, the Company and
the Trustee may amend or supplement this Indenture or the
Notes without the consent of any Holder: (a) to cure any
ambiguity, defect or inconsistency; (b) to provide for
uncertificated Notes in addition to or in place of
certificated Notes; (c) to provide for the assumption by a
successor corporation of the Company's Obligations to the
Holders in the event of a disposition pursuant to Article 5;
(d) to comply with SEC's requirements to effect or maintain
the qualification of this Indenture under the TIA; (e) to make
any change that does not materially adversely affect any
Holder's legal rights under this Indenture; (f) to evidence
and provide for a successor Trustee; (g) to add additional
covenants or Events of Default; or (h) to secure the Notes."
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(l) Section 9.02 shall be amended and restated in its entirety to read
as follows:
"SECTION 9.02. AMENDMENTS AND SUPPLEMENTS REQUIRING CONSENT
OF HOLDERS.
Subject to Section 6.07 hereof and Section 10.13, the
Company and the Trustee may amend or supplement this Indenture
or the Notes with the consent of the holders of at least a
majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange
offer for Notes), and any existing Default or Event of Default
(other than a payment Default) or compliance with any
provision of the Indenture or the Notes may be waived with the
consent of the holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for Notes).
Upon the Company's request and after receipt by the
Trustee of a resolution of the Board of Directors authorizing
the execution of any supplemental indenture, evidence of the
Holders' consent, and the documents described in Section 9.06
hereof, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless
such amended or supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion,
but not be obligated to, enter into such amended or
supplemental indenture.
It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form
of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.
However, without the consent of each Holder affected, an
amendment, supplement or waiver may not (with respect to any
Notes held by a non-consenting Holder): (i) reduce the
principal amount of Notes whose holders must consent to an
amendment, supplement or waiver, (ii) reduce the principal of
or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes in a
manner adverse to Holders, (iii) reduce the rate of or change
the time for payment of interest on any Note, (iv) waive a
Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the holders of at least a
majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such
acceleration), (v) make any Note payable in money other than
that stated in the Notes, (vi) make any change in the
provisions of the Indenture relating to waivers of past
Defaults or the rights of holders of Notes to receive payments
of principal of or premium, if any, or interest on the Notes,
(vii) waive a redemption payment with respect to any Note or
(viii) make any change in the foregoing amendment and waiver
provisions. In addition, any amendment to the provisions of
Article 10 hereof will require the consent of the holders of
at least 75% in aggregate principal amount of the Notes then
outstanding if such
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amendment would adversely affect the rights of holders of
Notes."
(m) Section 10.01 shall be amended and restated in its entirety to read
as follows:
"SECTION 10.01. AGREEMENT TO SUBORDINATE.
The Company agrees, and each Holder by accepting a
Note agrees, that the payment of principal of, premium,
interest and Liquidated Damages, if any, on the Notes shall be
subordinated in right of payment, to the extent and in the
manner provided in this Article 10, to the prior payment in
full in cash or Marketable Securities of all Senior Debt,
whether outstanding on the date hereof or thereafter
incurred."
(n) The second paragraph of Section 10.09 shall be amended and restated
in its entirety to read as follows:
"Without in any way limiting the generality of the
foregoing paragraph, the holders of the Senior Debt may, at
any time and from time to time, without the consent of or
notice to the Trustee or the Holders, without incurring
responsibility to the Holders and without impairing or
releasing the subordination provided in this Article or the
obligations hereunder of the Holders to the holders of Senior
Debt, do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time or
payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt
is outstanding; provided, however, that any such alteration
shall not increase the amount of Senior Debt outstanding in a
manner prohibited by this Indenture; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt; (c) release any Person
liable in any manner for the collection of Senior Debt; and
(d) exercise or refrain from exercising any rights against the
Company or any other Person; provided, however, that in no
event shall any such actions limit the right of the Holder to
take any action to accelerate the maturity of the Notes in
accordance with the provisions set forth in Article 6 or to
pursue any rights or remedies against the parties to the
Indenture under the Indenture or under applicable laws if the
taking of such action does not otherwise violate the terms of
this Article."
(o) Section 12.08 shall be amended and restated in its entirety to read
as follows:
"SECTION 12.08. NO RECOURSE AGAINST OTHERS.
No officer, employee, director, incorporator or
stockholder of the Company shall have any liability for any
Obligations of the Company under the Notes or this Indenture,
or for any claim based on, in respect of, or by reason of,
such Obligations or the creation of any such Obligation. Each
Holder by accepting a Note waives and releases all such
liability, and such waiver and
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release is part of the consideration for the issuance of the
Notes."
Section 2.4 Guarantees. The Guarantors are hereby released from any and
all obligations they have or may have with respect to any Guarantee contemplated
by the Indenture as the Indenture existed before giving effect to the amendments
herein.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
Section 3.1 Execution as Supplemental Indenture. This Sixth
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Sixth Supplemental Indenture forms a part thereof. Except as
herein expressly otherwise defined, the use of the terms and expressions herein
is in accordance with the definitions, uses and constructions contained in the
Original Indenture.
Section 3.2 Responsibility for Recitals, etc. The recitals herein shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations
as to the validity or sufficiency of this Sixth Supplemental Indenture.
Section 3.3 Provisions Binding on Company's Successors. All of the
covenants, stipulations, promises and agreements made in this Sixth Supplemental
Indenture by the Company, the Guarantors and the Trustee shall bind their
respective successors and assigns whether so expressed or not.
Section 3.4 Governing Law. This Sixth Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York and, for
all purposes, shall be construed in accordance with the laws of said State.
Section 3.5 Execution and Counterparts. This Sixth 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.
Section 3.6 Trustee Disclaimer. The Trustee accepts the amendment of
the Indenture effected by this Sixth Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but on the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the Guarantors, or for or with
respect to (i) the validity or sufficiency of this Sixth Supplemental Indenture
or any of the terms
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or provisions hereof, (ii) the proper authorization hereof by the Company and
the Guarantors by corporate action or otherwise, (iii) the due execution hereof
by the Company and the Guarantors or (iv) the consequences (direct or indirect
and whether deliberate or inadvertent) of any amendment herein provided for, and
the Trustee makes no representation with respect to any such matters.
Section 3.7 Trust Indenture Act to Control. If and to the extent that
any provision of this Sixth Supplemental Indenture limits, qualifies, or
conflicts with another provision included in the Original Indenture or in this
Sixth Supplemental Indenture which is required to be included in or is or is
deemed to be applicable to this Sixth Supplemental Indenture by any of Sections
310 to 317, inclusive, of the Trust Indenture Act of 1939, such required or
other applicable provision shall control.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date first written above.
AMFM OPERATING INC.
as Obligor
By: /s/ W. Schuyler Hansen
---------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
Attest: /s/
----------------------
ON BEHALF OF EACH OF THE GUARANTORS LISTED ON
SCHEDULE I HERETO
By: /s/ Kathy Archer
---------------------------
Kathy Archer
Senior Vice President
Attest: /s/
----------------------
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Trustee
By: /s/
---------------------------
Name:
Title:
Attest: /s/
----------------------
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SCHEDULE I
AMFM OPERATING INC. 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007
<TABLE>
<CAPTION>
STATE OF
GUARANTORS ORGANIZATION
---------- ------------
<S> <C>
Amcast Radio Sales, Inc. Delaware
AMFM Air Services, inc. Delaware
AMFM Broadcasting, Inc. Delaware
AMFM Houston, Inc. Delaware
AMFM LA, LLC Delaware
AMFM Massachusetts, Inc. Delaware
AMFM Michigan, Inc. Delaware
AMFM New York, Inc. Delaware
AMFM Ohio, Inc. Delaware
AMFM Pennsylvania, Inc. Delaware
AMFM Radio Group, Inc. Delaware
AMFM Radio Licenses, LLC Delaware
AMFM/Riverside Broadcasting, Inc. Delaware
AMFM San Diego, Inc. Delaware
AMFM Shamrock Texas, Inc. Texas
AMFM Systems, Inc. Delaware
AMFM Texas, LLC Delaware
AMFM Texas Broadcasting, LP Delaware
AMFM Texas Licenses, LP Delaware
AMFM Washington DC, Inc. Delaware
AMFM/WAXQ, Inc. Delaware
Broadcast Architecture, Inc. Massachusetts
Capstar Acquisition Company, Inc. Delaware
Capstar Radio Operating Company Delaware
Capstar TX Limited Partnership Delaware
Chancellor Marketing Group, Inc. Virginia
Christal Radio Sales, Inc. Delaware
Cleveland Radio Licenses, LLC Delaware
Eastman Radio Sales, Inc. Delaware
Jamboree in the Hills, Inc. Delaware
Katz Cable Corporation Delaware
Katz Communications, Inc. Delaware
Katz Media Corporation Delaware
Katz Millennium Marketing, Inc. Delaware
Katz Millennium Sales & Marketing, Inc. Delaware
Osborn Entertainment Enterprises Corporation Delaware
Radio 100, LLC Delaware
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
STATE OF
GUARANTORS ORGANIZATION
---------- ------------
<S> <C>
The AMFM Radio Networks, Inc. Delaware
The National Payroll Company, Inc. Delaware
WAXQ License Corp. Delaware
WLTW License Corp. Delaware
WPYX, Inc. New York
Zebra Broadcasting Corporation Ohio
</TABLE>
15
