287 clearchanne

BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE OF DALLAS, INC. Phone: (214) 651-1001 Operator: BOD99999T Date: 3-JAN-2008 18:24:40.38
BOD * SUBHDR */*
Name: * Validation: N * Lines: *
* CRC: *
*SUBHDR*
D52850.SUB

<SUBMISSION>
<TYPE> 8-K
<DOCUMENT-COUNT> 4
<LIVE>
<FILER-CIK> 0000739708
<FILER-CCC> ########
<CONTACT-NAME> Edgar Filing Group
<CONTACT-PHONE-NUMBER> 214-651-1001 ex 5300
<SROS> NYSE
<PERIOD> 01-02-2008
<NOTIFY-INTERNET> william.armstrong@clearchannel.com
<ITEMS> 1.01
<ITEMS> 3.03
<ITEMS> 8.01
<ITEMS> 9.01

BOD * DOCHDR 1 */*
* CRC: *
*DOCHDR/1*
D52850.SUB, DocName: 8-K, Doc: 1

<DOCUMENT>
<TYPE> 8-K
<FILENAME> d52850e8vk.htm
<DESCRIPTION> Form 8-K
<TEXT>

BOD D52850 001.00.00.00 0/1
Name: CLEAR CHANNEL COMMUN
[E/O] CRC: 38740
*D52850/001/1*
EDGAR 2
D52850.SUB, DocName: 8-K, Doc: 1, Page: 1
Description: Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549

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): 1/2/2008

CLEAR CHANNEL COMMUNICATIONS, INC
(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-09645

TX 74-1787539
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

200 E. Basse Rd.
San Antonio, TX 78209
Date: 3-JAN-2008 18:24:40.38

(Address of Principal Executive Offices, Including Zip Code)

210-822-2828
BOD D52850 001.00.00.00 0/1

(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
*D52850/001/1*

the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Operator: BOD99999T

Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Phone: (214) 651-1001

EDGAR 2
BOWNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE OF DALLAS, INC.

CRC: 38740
[E/O]


BOD D52850 002.00.00.00 0/2
[E/O] CRC: 34767
*D52850/002/2*
EDGAR 2

Items to be Included in this Report

Item 1.01 ENTRY INTO MATERIAL AGREEMENTS
On January 2, 2008 Clear Channel Communications, Inc. (“Clear Channel”) entered into the Twenty-Second Supplemental Indenture, dated
as of January 2, 2008 (the “CCU Supplemental Indenture”), to the indenture dated as of October 1, 1997 (the “CCU Indenture”). On January 2,
2008, Clear Channel’s wholly-owned subsidiary, AMFM Operating Inc. (“AMFM”), entered into the Fourth Supplemental Indenture (the
“AMFM Supplemental Indenture” and, collectively with the CCU Supplemental Indenture, the “Supplemental Indentures”) dated as of
January 2, 2008 to the indenture dated as of November 17, 1998 (the “AMFM Indenture”). The CCU Supplemental Indenture was entered into
in connection with Clear Channel’s previously announced cash tender offer and consent solicitation for its 7.65% senior notes due 2010
(CUSIP No. 184502AK8) (the “CCU Notes”), and the AMFM Supplemental Indenture was entered into in connection with AMFM’s
previously announced cash tender offer and consent solicitation for its 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the “AMFM
Notes” and, collectively with the CCU Notes, the “Notes”).
The CCU Supplemental Indenture eliminates substantially all of the restrictive covenants and the covenants regarding mergers and
consolidations contained in the CCU Notes and in the CCU Indenture applicable to the CCU Notes, eliminates certain events of default, and
modifies or eliminates certain other provisions, including certain provisions relating to defeasance, contained in the CCU Notes and in the CCU
Indenture applicable to the CCU Notes. The AMFM Supplemental Indenture eliminates substantially all of the restrictive covenants and the
covenants regarding mergers and consolidations contained in the AMFM Notes and in the AMFM Indenture, eliminates certain events of
default, and modifies or eliminates certain other provisions, including certain provisions relating to defeasance and providing for guarantees,
contained in the AMFM Notes and in the AMFM Indenture. Each supplemental indenture will become operative upon acceptance and payment
of the tendered notes by Clear Channel or AMFM, as applicable.
The Clear Channel tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the Clear Channel
Offer to Purchase and Consent Solicitation Statement for the CCU Notes dated December 17, 2007, and the related Letter of Transmittal and
Consent. The AMFM tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the AMFM Offer to
Purchase and Consent Solicitation Statement for the AMFM Notes dated December 17, 2007, and the related Letter of Transmittal and
Consent. Further details about the terms and conditions of the tender offers and consent solicitations are set forth therein.
Date: 3-JAN-2008 18:24:40.38

The foregoing summary is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached hereto as
Exhibits 4.1 and 4.2 and are incorporated by reference herein.
BOD D52850 002.00.00.00 0/2
*D52850/002/2*
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 34767
[E/O]


BOD D52850 003.00.00.00 0/1
[E/O] CRC: 50306
*D52850/003/1*
EDGAR 2

Item 3.03 — MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See the description under Item 1.01, which is incorporated by reference herein.

Item 8.01. OTHER EVENTS
In the press release dated January 2, 2008, Clear Channel announced that it has received the requisite consents to enter into the CCU
Supplemental Indenture, and AMFM has received the requisite consents to enter into the AMFM Supplemental Indenture. Clear Channel also
announced that it is extending the consent payment deadline associated with the tender offer and consent solicitation for the CCU Notes until
8:00 a.m. EST on January 16, 2008, and that AMFM is extending the consent payment deadline associated with the tender offer and consent
solicitation for the AMFM Notes until 8:00 a.m. EST on January 16, 2008.
A copy of the Company’s press release issued on January 2, 2008 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated by reference herein.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
4.1 Twenty-Second Supplemental Indenture, dated as of January 2, 2008, by and between Clear Channel and The Bank of New York Trust
Company, N.A.
4.2 Fourth Supplemental Indenture, dated as of January 2, 2008, by and among AMFM, The Bank of New York Trust Company, N.A., and
the guarantors party thereto.
99.1 Press Release of Clear Channel Communications, Inc. issued January 2, 2008.

Signature(s)
Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
Date: 3-JAN-2008 18:24:40.38

by the Undersigned hereunto duly authorized.

CLEAR CHANNEL COMMUNICATIONS, INC.
BOD D52850 003.00.00.00 0/1

By: /s/ HERBERT W. HILL, JR.
Date: January 3, 2008
Herbert W. Hill, Jr.
*D52850/003/1*

Sr. Vice President/Chief Accounting Officer
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 50306
[E/O]


BOD D52850 004.00.00.00 0/1
[E/O] CRC: 42183
*D52850/004/1*
EDGAR 2

INDEX TO EXHIBITS
4.1 Twenty-Second Supplemental Indenture, dated as of January 2, 2008, by and between Clear Channel and The Bank of New York Trust
Company, N.A.
4.2 Fourth Supplemental Indenture, dated as of January 2, 2008, by and among AMFM, The Bank of New York Trust Company, N.A., and the
guarantors party thereto.
99.1 Press Release of Clear Channel Communications, Inc. issued December 17, 2007.
Date: 3-JAN-2008 18:24:40.38
BOD D52850 004.00.00.00 0/1
*D52850/004/1*
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 42183
[E/O]


BOD * DOCHDR 2 */*
* CRC: *
*DOCHDR/2*
D52850.SUB, DocName: EX-4.1, Doc: 2

<DOCUMENT>
<TYPE> EX-4.1
<FILENAME> d52850exv4w1.htm
<DESCRIPTION> Twenty-Second Supplemental Indenture
<TEXT>

BOD D52850 704.01.01.00 0/1
[E/O] CRC: 19627
*D52850/7040101/1*
EDGAR 2
D52850.SUB, DocName: EX-4.1, Doc: 2, Page: 1
Description: Exhibit 4.1

Exhibit 4.1

CLEAR CHANNEL COMMUNICATIONS, INC.
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee

TWENTY-SECOND SUPPLEMENTAL INDENTURE
Dated as of January 2, 2008
TO
SENIOR INDENTURE
Dated as of October 1, 1997
Date: 3-JAN-2008 18:24:40.38

*D52850/7040101/1*
BOD D52850 704.01.01.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 19627
[E/O]


BOD D52850 704.01.02.00 0/1
[E/O] CRC: 27867
*D52850/7040102/1*
EDGAR 2

This Twenty-Second Supplemental Indenture, dated as of the 2nd day of January, 2008 (this “Twenty-Second Supplemental Indenture”), is
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 Trust Company, N.A., a national association organized under the laws of
the United States, as trustee (hereinafter sometimes referred to as the “Trustee”) under the Indenture dated as of October 1, 1997, between the
Company and The Bank of New York, an affiliate of the Trustee and the former trustee of the Company (the “Indenture”). This Twenty-Second
Supplemental Indenture relates solely to the 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8) (the “Notes”) issued under the Indenture
and shall not affect any other series of notes issued under the Indenture.
WHEREAS, the Company has offered to purchase for cash all of the outstanding Notes (the “Tender Offer”) from the holders of the Notes
(the “Holders”).
WHEREAS, the Tender Offer was commenced by the Company pursuant to its Offer to Purchase and Consent Solicitation, dated
December 17, 2007 (as the same may be amended and supplemented through the date hereof, the “Statement”);
WHEREAS, in connection with the Tender Offer, the Company solicited consents (“Consents”) (the “Consent Solicitation”) to proposed
amendments (the “Proposed Amendments”) to the Indenture with respect to the Notes as described in the Statement;
WHEREAS, this Supplemental Indenture evidences the Proposed Amendments described in the Statement;
WHEREAS, in accordance with Section 902 of the Indenture, for the Proposed Amendments to be effective, the Holders of not less than a
majority in principal amount of the Notes shall have consented to the Proposed Amendments;
WHEREAS, the holders of not less than a majority in principal amount of the Notes have consented to the Proposed Amendments; and
WHEREAS, the Company has done all things necessary to make this Supplemental Indenture a valid agreement of the Company in
accordance with the terms of the Indenture and has satisfied all other conditions required under Article 9 of the Indenture, including, without
limitation, delivery to the Trustee of an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 903 of the
Indenture;
NOW, THEREFORE, in consideration of the foregoing, the Company covenants and the Trustee hereby agree as follows:
Date: 3-JAN-2008 18:24:40.38

ARTICLE I
*D52850/7040102/1*

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
BOD D52850 704.01.02.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 27867
[E/O]


BOD D52850 704.01.03.00 0/2
[E/O] CRC: 999
*D52850/7040103/2*
EDGAR 2

SECTION 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used
but not defined in this Supplemental Indenture shall have the meanings assigned to them in the Indenture.
SECTION 1.02. Effect of Headings. The Article and Section headings in this Supplemental Indenture are for convenience only and shall not
affect the construction of the Indenture or this Supplemental Indenture.
SECTION 1.03. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its
respective successors and assigns, whether so expressed or not.
SECTION 1.04. Separability Clause. In case any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 1.05. Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the
“Act”), as in force at the date this Supplemental Indenture is executed, the provision required by the Act shall control.
SECTION 1.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any person,
other than the parties to this Supplemental Indenture and their successors hereunder and the holders of the Notes, any benefit of any legal or
equitable right, remedy or claim under this Supplemental Indenture.
SECTION 1.07. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State
of New York, but without giving effect to applicable principles of conflicts of law to the extent that the applications of the laws of another
jurisdiction would be required thereby.
SECTION 1.08. Reference to and Effect on the Indenture.
(a) On and after the date of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or
“herein” shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture, unless the context otherwise
requires.
(b) Except as specifically amended by this Supplemental Indenture, the Indenture and the Notes are hereby ratified and confirmed and all
Date: 3-JAN-2008 18:24:40.38

of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of the Notes heretofore and hereafter authenticated and delivered under the Indenture shall be
*D52850/7040103/2*

bound hereby.
BOD D52850 704.01.03.00 0/2

SECTION 1.09 Effectiveness. This Supplemental Indenture shall take effect and be binding immediately upon the execution and delivery
thereof by the parties to this Supplemental Indenture; provided, however, that:
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 999
[E/O]


BOD D52850 704.01.04.00 0/1
[E/O] CRC: 45949
*D52850/7040104/1*
EDGAR 2

(a) (i) the provisions of the Indenture referred to in Article II below (the “Amended Provisions”) will remain operative in the form they
existed prior to this Supplemental Indenture, and (ii) the deletions and amendments of the Amended Provisions contemplated in Article II
below will not become operative, in each case, until the date and time (the “Acceptance Date”) that the Company gives notice to the Trustee
and issues a press release that it accepted the Notes for payment; and
(b) for purposes of the definition of “outstanding” herein and in the Indenture, Notes tendered to, but not yet accepted for payment by, the
Company shall not be treated as owned by the Company.
(c) Upon the Acceptance Date, the Amended Provisions will automatically be deleted or modified as contemplated in Article II below.
(d) In the event that the Company terminates the Tender Offer and Consent Solicitation after the Supplemental Indenture has been executed,
this Supplemental Indenture will immediately no longer be effective and will be null and void.
(e) Any good faith determination by the Company concerning any conditions of the Tender Offer and Consent Solicitation, or the
satisfaction thereof, and any waiver by the Company of any such conditions shall be conclusive and binding upon all Persons.
SECTION 1.10 Applicability. The Amended Provisions contained herein shall be applicable only with respect to the Notes and shall not affect
any of the rights and obligations of the Company, the Trustee, or the holders of any other series of notes issued under the Indenture.

ARTICLE II

AMENDMENTS TO THE INDENTURE

SECTION 2.01 Amendment of Certain Provisions.
(a) Deletions.
(i) As they relate to the Notes, the following sections of the Indenture are hereby deleted in their entirety and, in the case of each such
section, replaced with the phrase “[Intentionally Omitted]”, and any and all references to such sections, any and all obligations thereunder and
Date: 3-JAN-2008 18:24:40.38

any event of default related solely to the following sections are hereby deleted throughout the Indenture as they relate to the Notes, and such
sections and references shall be of no further force or effect with respect to the Notes.
*D52850/7040104/1*
BOD D52850 704.01.04.00 0/1

SECTION 406 Indemnity for U.S. Government Obligations
•
SECTION 407 Reinstatement
•
SECTION 704 Reports by Company
•
SECTION 801 Company May Consolidate, etc., Only on Certain Terms
•
Operator: BOD99999T

SECTION 1004 Statement as to Compliance
•
SECTION 1005 Corporate Existence
•
SECTION 1006 Limitation on Mortgages
•
SECTION 1007 Limitation on Sale and Leaseback Transactions
•
SECTION 1008 Waiver of Certain Covenants
•
Phone: (214) 651-1001

EDGAR 2

CRC: 45949
[E/O]


BOD D52850 704.01.05.00 0/1
[E/O] CRC: 21298
*D52850/7040105/1*
EDGAR 2

(ii) As they relate to the Notes, each of clauses (2), (3), (4), (5), (6), (7), (8) and (9) of Section 403 and each of clauses (4), (5), (6) and
(7) of Section 501 are hereby deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally Omitted]”
and the Company shall be released from any and all of its obligations thereunder with respect to the Notes.
(b) Revisions.
(i) As it relates to the Notes, Section 402(a) is amended by deleting it in its entirety and the following text is inserted in lieu thereof:
“(a) If at any time (i) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated
and delivered (other than (1) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 306 and (2) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the
Company as provided in Section 405) or (ii) all Securities of such series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee as trust
funds the entire amount in either (A) the Currency in which such Securities are denominated (except as otherwise provided pursuant to
Section 301) or (B) U.S. Government Obligations, in either case sufficient (in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment
of all taxes or other charges and assessments in respect thereof payable by the Trustee, to pay at maturity or upon redemption all Securities of
such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due
on such date of maturity or redemption date, as the case may be, then this Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of such Securities herein expressly provided for and rights to receive payments of
principal of, and premium, if any, and interest on, such Securities) with respect to the Securities of such series, and the Trustee, on demand of
the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.”
(ii) As it relates to the Notes, Section 802 shall be amended by deleting the words “in accordance with Section 801”.
(iii) As it relates to the Notes, Section 1104 shall be amended by deleting the word “30” and inserting the word “10” in lieu thereof.
SECTION 2.02 Other Amendments to the Indenture
Date: 3-JAN-2008 18:24:40.38

All definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to Section 2.01 of this Supplemental
Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in Sections 2.01 of this Supplemental Indenture
*D52850/7040105/1*

are hereby deleted as they relate to the Notes. All cross-references in the Indenture to sections are clauses deleted by Section 2.01 of this
BOD D52850 704.01.05.00 0/1

Supplemental Indenture shall also be deleted in their entirety as they relate to the Notes.
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 21298
[E/O]


BOD D52850 704.01.06.00 0/1
[E/O] CRC: 43982
*D52850/7040106/1*
EDGAR 2

ARTICLE III

AMENDMENT TO THE NOTES
The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Sections 2.01 or 2.02
hereof. Upon the Acceptance Date, such provisions from the Notes shall be deemed deleted or amended as applicable.

***
This Supplemental Indenture may be executed in several counterparts, all of which together shall constitute one agreement binding on all
parties hereto, notwithstanding that all the parties have not signed the same counterpart.
Date: 3-JAN-2008 18:24:40.38

*D52850/7040106/1*
BOD D52850 704.01.06.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 43982
[E/O]


BOD D52850 704.01.07.00 0/1
[E/O] CRC: 32619
*D52850/7040107/1*
EDGAR 2

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Second 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: President and Chief Financial Officer

THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee

by /s/ Brian Echausse
Name: Brian Echausse

Title: Assistant Treasurer
Date: 3-JAN-2008 18:24:40.38

*D52850/7040107/1*
BOD D52850 704.01.07.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 32619
[E/O]


BOD * DOCHDR 3 */*
* CRC: *
*DOCHDR/3*

<DOCUMENT>
<TYPE> EX-4.2
<DESCRIPTION> Fourth Supplemental Indenture
<TEXT>

BOD D52850 704.02.01.00 0/1
[E/O] CRC: 11037
*D52850/7040201/1*
EDGAR 2

Exhibit 4.2

AMFM OPERATING INC.
as Obligor
AND
THE GUARANTORS NAMED HEREIN
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee

FOURTH SUPPLEMENTAL INDENTURE
Dated as of January 2, 2008
TO
INDENTURE
Dated as of November 17, 1998, as amended
Date: 3-JAN-2008 18:24:40.38

*D52850/7040201/1*
BOD D52850 704.02.01.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 11037
[E/O]


BOD D52850 704.02.02.00 0/1
[E/O] CRC: 29084
*D52850/7040202/1*
EDGAR 2

This Fourth Supplemental Indenture, dated as of the 2nd day of January, 2008 (this “Fourth Supplemental Indenture”), is among AMFM
Operating Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the
“Company”), the Guarantors listed on Schedule I (the “Guarantors”) and The Bank of New York Trust Company, N.A., a national association
organized under the laws of the United States, as trustee (hereinafter sometimes referred to as the “Trustee”) under the Indenture dated as of
November 17, 1998, between the Company and The Bank of New York, an affiliate of the Trustee and the former trustee of the Company (the
“Indenture”) relating to the 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the “Notes”) issued under the Indenture.
WHEREAS, the Company has offered to purchase for cash all of the outstanding Notes (the “Tender Offer”) from the holders of the Notes
(the “Holders”).
WHEREAS, the Tender Offer was commenced by the Company pursuant to its Offer to Purchase and Consent Solicitation, dated
December 17, 2007 (as the same may be amended and supplemented through the date hereof, the “Statement”);
WHEREAS, in connection with the Tender Offer, the Company solicited consents (“Consents”) (the “Consent Solicitation”) to proposed
amendments (the “Proposed Amendments”) to the Indenture as described in the Statement;
WHEREAS, this Supplemental Indenture evidences the Proposed Amendments described in the Statement;
WHEREAS, in accordance with Section 9.02 of the Indenture, for the Proposed Amendments to be effective, the Holders of not less than a
majority in principal amount of the Notes shall have consented to the Proposed Amendments;
WHEREAS, the Holders of not less than a majority in principal amount of the Notes have consented to the Proposed Amendments; and
WHEREAS, the Company has done all things necessary to make this Supplemental Indenture a valid agreement of the Company in
accordance with the terms of the Indenture and has satisfied all other conditions required under Article 9 of the Indenture, including, without
limitation, delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture;
NOW, THEREFORE, in consideration the foregoing, the Company, the Guarantors and the Trustee hereby agree as follows:
Date: 3-JAN-2008 18:24:40.38

ARTICLE I
*D52850/7040202/1*

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
BOD D52850 704.02.02.00 0/1

SECTION 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used
but not defined in this Supplemental Indenture shall have the meanings
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 29084
[E/O]


BOD D52850 704.02.03.00 0/1
[E/O] CRC: 46631
*D52850/7040203/1*
EDGAR 2

assigned to them in the Indenture.
SECTION 1.02. Effect of Headings. The Article and Section headings in this Supplemental Indenture are for convenience only and shall not
affect the construction of the Indenture or this Supplemental Indenture.
SECTION 1.03. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its
respective successors and assigns, whether so expressed or not.
SECTION 1.04. Separability Clause. In case any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 1.05. Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the
“Act”), as in force at the date this Supplemental Indenture is executed, the provision required by the Act shall control.
SECTION 1.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any person,
other than the parties to this Supplemental Indenture and their successors hereunder, the holders of the Notes and any guarantors under the
Indenture not party hereto any benefit of any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 1.07. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State
of New York, but without giving effect to applicable principles of conflicts of law to the extent that the applications of the laws of another
jurisdiction would be required thereby.
SECTION 1.08. Reference to and Effect on the Indenture.
(a) On and after the date of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or
“herein” shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture, unless the context otherwise
requires.
(b) Except as specifically amended by this Supplemental Indenture, the Indenture and the Notes are hereby ratified and confirmed and
all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the
Date: 3-JAN-2008 18:24:40.38

Indenture for all purposes, and every holder of the Notes heretofore and hereafter authenticated and delivered under the Indenture shall be
bound hereby.
*D52850/7040203/1*

SECTION 1.09 Effectiveness. This Supplemental Indenture shall take effect and be binding immediately upon the execution and delivery
BOD D52850 704.02.03.00 0/1

thereof by the parties to this Supplemental Indenture; provided, however, that:
(a) (i) the provisions of the Indenture referred to in Article II below (the “Amended Provisions”) will remain operative in the form they
existed prior to this Supplemental Indenture, and (ii) the deletions and amendments of the Amended Provisions contemplated in Article II
below will not become operative, in
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 46631
[E/O]


BOD D52850 704.02.04.00 0/1
[E/O] CRC: 5507
*D52850/7040204/1*
EDGAR 2

each case, until the date and time (the “Acceptance Date”) that the Company gives notice to the Trustee and issues a press release that it
accepted the Notes for payment; and
(b) for purposes of the definition of “outstanding” herein and in the Indenture, Notes tendered to, but not yet accepted for payment by, the
Company shall not be treated as owned by the Company.
(c) Upon the Acceptance Date, the Amended Provisions will automatically be deleted or modified as contemplated in Article II below.
(d) In the event that the Company terminates the Tender Offer and Consent Solicitation after the Supplemental Indenture has been
executed, this Supplemental Indenture will immediately no longer be effective and will be null and void.
(e) Any good faith determination by the Company concerning any conditions of the Tender Offer and Consent Solicitation, or the
satisfaction thereof, and any waiver by the Company of any such conditions shall be conclusive and binding upon all Persons.

ARTICLE II

AMENDMENTS TO THE INDENTURE
SECTION 2.01 Amendment of Certain Provisions.
(a) Deletions.
(i) The following sections of the Indenture are hereby deleted in their entirety and, in the case of each such section, replaced with the
phrase “[Intentionally Omitted]”, and any and all references to such sections, any and all obligations thereunder and any event of default related
solely to the following sections are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or
effect.
SECTION 4.03 Limitation on Restricted Payments
•
SECTION 4.04 Corporate Existence
•
Date: 3-JAN-2008 18:24:40.38

SECTION 4.05 Payment of Taxes and Other Claims
•
*D52850/7040204/1*

SECTION 4.06 Maintenance of Properties and Insurance
•
BOD D52850 704.02.04.00 0/1

SECTION 4.07 Compliance Certificate; Notice of Default
•
SECTION 4.08 Compliance with Laws
•
SECTION 4.09 SEC Reports
•
Operator: BOD99999T

SECTION 4.10 Waiver of Stay, Extension or Usury Laws
•
SECTION 4.11 Limitation on Transactions with Affiliates
•
SECTION 4.12 Limitation on Incurrence of Additional Indebtedness
•
SECTION 4.13 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries
•
SECTION 4.15 Change of Control
•
Phone: (214) 651-1001

SECTION 4.16 Limitation on Asset Sales
•
SECTION 4.17 Limitation on Preferred Stock of Subsidiaries
•
SECTION 4.18 Limitation on Liens
•
SECTION 4.19 Guarantees of Certain Indebtedness
•
SECTION 4.20 Limitation on Sale and Leaseback Transaction
•
EDGAR 2

CRC: 5507
[E/O]


BOD D52850 704.02.05.00 0/1
[E/O] CRC: 41441
*D52850/7040205/1*
EDGAR 2

SECTION 4.21 Limitation on Line of Business
•
SECTION 4.22 Limitation on Asset Swaps
•
SECTION 5.01 When Company May Merge, Etc.
•
SECTION 8.05 Reinstatement
•
(ii) Article 11 of the Indenture is deleted in its entirety and replaced with the phrase “[Intentionally Omitted]”, and any and all
references to Article 11 or any Sections thereof are hereby deleted throughout the Indenture, and all such references and any obligations of the
Guarantors or any other guarantors under Article 11 shall be of no further force or effect.
(iii) Each of clauses (3), (4), (5), (6) and (7) of Section 6.01 and each of clauses (2), (3), (4), (6) and (7) of Section 8.01 are hereby
deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally Omitted].”
(b) Revisions.
(i) Section 3.03 shall be amended by deleting the word “30” and inserting the word “10” in lieu thereof.
(ii) Section 5.02 shall be amended by deleting the words “in accordance with Section 5.01”.

SECTION 2.02 Other Amendments to the Indenture
All definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to Section 2.01 of this
Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in Sections 2.01 of this
Supplemental Indenture are hereby deleted. All cross-references in the Indenture to sections are clauses deleted by Section 2.01 of this
Supplemental Indenture shall also be deleted in their entirety.

ARTICLE III
Date: 3-JAN-2008 18:24:40.38

AMENDMENT TO THE NOTES
*D52850/7040205/1*

The Notes include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Sections 2.01 or 2.02
BOD D52850 704.02.05.00 0/1

hereof. Upon the Acceptance Date, such provisions from the Notes shall be deemed deleted or amended as applicable.

***
This Supplemental Indenture may be executed in several counterparts, all of which together shall constitute one agreement binding on all
parties hereto, notwithstanding that all the parties have not signed the same counterpart.
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 41441
[E/O]


BOD D52850 704.02.06.00 0/1
[E/O] CRC: 2253
*D52850/7040206/1*
EDGAR 2

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year
first above written.

AMFM OPERATING INC.

by /s/ Randall T. Mays
Name: Randall T. Mays

Title: President and Chief Financial Officer

THE GUARANTORS
On behalf of the Subsidiary Guarantors Listed in Schedule I hereto

by /s/ Hamlet Newsom
Name: Hamlet Newsom

Title: Associate General Counsel and Assistant Secretary

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee

by /s/ Brian Echausse
Name: Brian Echausse

Title: Assistant Treasurer
Date: 3-JAN-2008 18:24:40.38

*D52850/7040206/1*
BOD D52850 704.02.06.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 2253
[E/O]


BOD D52850 704.02.07.00 0/1
[E/O] CRC: 13570
*D52850/7040207/1*
EDGAR 2

Schedule I
Guarantors
AMFM Air Services, Inc.
AMFM Broadcasting
Licenses, LLC
AMFM Broadcasting, Inc.
AMFM Holdings, Inc.
AMFM Internet Holding, Inc.
AMFM Michigan, LLC
AMFM Operating, Inc.
AMFM Radio Group, Inc.
AMFM Radio Licenses, LLC
AMFM Shamrock Texas, Inc.
AMFM Texas Broadcasting,
L.P.
AMFM Texas Licenses, LP
AMFM Texas, LLC
AMFM, Inc.
AMFM.com Inc.
Broadcast Architecture, Inc.
Capstar Broadcasting
Partners, Inc.
Capstar Radio Operating
Company
Capstar TX, LP
KTZMedia Corporation
Date: 3-JAN-2008 18:24:40.38

Westchester Radio, LLC
*D52850/7040207/1*
BOD D52850 704.02.07.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 13570
[E/O]


BOD * DOCHDR 4 */*
* CRC: *
*DOCHDR/4*

<DOCUMENT>
<TYPE> EX-99.1
<DESCRIPTION> Press Release
<TEXT>

BOD D52850 799.01.01.00 0/1
[E/O] CRC: 38998
*D52850/7990101/1*
EDGAR 2

Exhibit 99.1

Clear Channel Announces Receipt of Requisite Consents In Tender Offers and
Consent Solicitations for Senior Notes
San Antonio, TX, January 2, 2008. Clear Channel Communications, Inc. (“Clear Channel”) announced today that it has received tenders and
consents representing a majority of its outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8) (the “CCU Notes”). Clear Channel
also announced today that its subsidiary, AMFM Operating Inc. (“AMFM”), has received tenders and consents representing a majority of its
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the “AMFM Notes” and, collectively with the CCU Notes, the “Notes”), all
pursuant to the previously announced cash tender offers and consent solicitations for the CCU Notes and the AMFM Notes.
As of 5:00 p.m., New York City time, on December 31, 2007, Clear Channel had received tenders and consents in respect of $710,729,000 of
the outstanding principal amount of CCU Notes (or approximately 94.76% of the aggregate principal amount), and AMFM had received
tenders and consents in respect of $555,582,000 of the outstanding principal amount of AMFM Notes (or approximately 86.16% of the
aggregate principal amount).
As a result of the receipt of the requisite consents for the CCU Notes, Clear Channel expects to enter promptly into a supplemental indenture
incorporating the Clear Channel proposed amendments, which eliminate substantially all of the restrictive covenants and the covenants
regarding mergers and consolidations contained in the CCU Notes and in the indenture governing the CCU Notes applicable to the CCU Notes,
eliminate certain events of default, and modify or eliminate certain other provisions, including certain provisions relating to defeasance,
contained in the CCU Notes and in the indenture governing the CCU Notes applicable to the CCU Notes. As a result of the receipt of the
requisite consents for the AMFM Notes, AMFM expects to enter promptly into a supplemental indenture incorporating the AMFM proposed
amendments, which eliminate substantially all of the restrictive covenants and the covenants regarding mergers and consolidations contained in
the AMFM Notes and in the indenture governing the AMFM Notes, eliminate certain events of default, and modify or eliminate certain other
provisions, including certain provisions relating to defeasance and providing for guarantees, contained in the AMFM Notes and in the indenture
governing the AMFM Notes. Each supplemental indenture will become operative upon acceptance and payment of the tendered notes by
AMFM or Clear Channel, as applicable.
Clear Channel and AMFM have decided to extend the consent payment deadlines in connection with the tender offers and the consent
solicitations. The new consent payment deadline for each series of Notes is 8:00 a.m. EST on January 16, 2007, which is the same time as each
Date: 3-JAN-2008 18:24:40.38

tender offer expiration date. Each of the consent payment deadline and the tender offer expiration date is subject to extension by AMFM, with
respect to the AMFM Notes, and Clear Channel, with respect to the CCU Notes, in their sole discretion. As a result of the extension of the
*D52850/7990101/1*

consent payment deadlines, all holders that validly
BOD D52850 799.01.01.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 38998
[E/O]


BOD D52850 799.01.02.00 0/1
[E/O] CRC: 31518
*D52850/7990102/1*
EDGAR 2

tender their notes in each tender offer will be eligible to receive the applicable total consideration offered, including the applicable consent
payment.
In each case, holders whose Notes are accepted for payment in the tender offers will receive accrued and unpaid interest in respect of such
purchased Notes to, but not including, the applicable settlement date.
The Clear Channel tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the Clear Channel Offer
to Purchase and Consent Solicitation Statement for the CCU Notes dated December 17, 2007, and the related Letter of Transmittal and
Consent. The AMFM tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the AMFM Offer to
Purchase and Consent Solicitation Statement for the AMFM Notes dated December 17, 2007, and the related Letter of Transmittal and
Consent. Further details about the terms and conditions of the tender offers and consent solicitations are set forth therein.
Clear Channel has retained Citi to act as the lead dealer manager for the tender offers and lead solicitation agent for the consent solicitations
and Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated to act as co-dealer managers for the tender offers and co-
solicitation agents for the consent solicitations. Global Bondholder Services Corporation is the Information Agent for the tender offers and the
consent solicitations. Questions regarding the transaction should be directed to Citi at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).
Requests for documentation should be directed to Global Bondholder Services Corporation at (212)430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).
This announcement is for informational purposes only. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consent with respect to any Notes. The tender offers and consent solicitation are being made solely pursuant to the Offers to
Purchase and related documents. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which
the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction
in which the securities laws or blue sky laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the
tender offers and consent solicitations will be deemed to be made on behalf of Clear Channel by one or more of the dealer managers, or one or
more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Clear Channel Communications, Inc. (NYSE: CCU), headquartered in San Antonio, Texas, is a global leader in the out-of-home advertising
industry with radio and television stations and outdoor displays in various countries around the world.
Date: 3-JAN-2008 18:24:40.38

The tender offers and consent solicitations for the Notes are being made in connection with the previously announced merger (the “Merger”)
with BT Triple Crown Merger Co., Inc. The completion of the Merger and the related debt financings are not subject to, or
*D52850/7990102/1*
BOD D52850 799.01.02.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 31518
[E/O]


BOD D52850 799.01.03.00 0/1
[E/O] CRC: 17609
*D52850/7990103/1*
EDGAR 2

conditioned upon, the completion of the tender offers or the related consent solicitations or the adoption of the proposed amendments with
respect to the Notes.
As previously announced by Clear Channel, the closing of the Merger is expected to occur during the first quarter 2008 and concurrently with
the consummation of the Merger, Clear Channel expects to obtain $18.525 billion of new senior secured credit facilities, to be available to the
Company and certain of its subsidiaries as borrowers, and to issue $2.6 billion of new senior unsecured notes. Clear Channel and one or more
of its subsidiaries would also be the borrowers under a separate receivables-backed revolving credit facility with availability of up to
$1.0 billion. The closing of the Merger is subject to the receipt of regulatory approvals and conditions.
This press release contains forward-looking statements based on current Clear Channel management expectations. Those forward-looking
statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited
to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the
outcome of any legal proceedings that have been or may be instituted against Clear Channel and others relating to the merger agreement;
(3) the inability to complete the Merger due to the failure to obtain the necessary regulatory approvals or the failure to satisfy other conditions
to consummation of the Merger; (4) the failure to obtain the necessary debt financing arrangements contemplated in debt financing
commitment letters received in connection with the Merger; (5) the failure of the Merger to close for any other reason; (6) risks that the
proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (7) the
effect of the Merger on our customer relationships, operating results and business generally; (8) the ability to recognize the benefits of the
Merger; (9) the amount of the costs, fees, expenses and charges related to the Merger and the actual terms of the financings that will be
obtained for the Merger; and (10) the impact of the substantial indebtedness incurred to finance the consummation of the Merger. Many of the
factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict. Clear
Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact
Clear Channel Communications, Inc.
Date: 3-JAN-2008 18:24:40.38

Investor Relations Department, 210-822-2828
*D52850/7990103/1*
BOD D52850 799.01.03.00 0/1
Operator: BOD99999T
Phone: (214) 651-1001

EDGAR 2

CRC: 17609
[E/O]


287 clearchanne

Recommandé

Recommandé

Contenu connexe

En vedette

En vedette (18)

Similaire à 287 clearchanne

Similaire à 287 clearchanne (20)

Plus de finance31

Plus de finance31 (20)

Dernier

Dernier (20)

287 clearchanne