exv4w2



 





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




 









 





     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:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




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



     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:




     (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.



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
	 
	 	•	 	SECTION 4.05 Payment of Taxes and Other Claims
	 
	 	•	 	SECTION 4.06 Maintenance of Properties and Insurance
	 
	 	•	 	SECTION 4.07 Compliance Certificate; Notice of Default
	 
	 	•	 	SECTION 4.08 Compliance with Laws
	 
	 	•	 	SECTION 4.09 SEC Reports
	 
	 	•	 	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
	 
	 	•	 	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






 









 




	 	•	 	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




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.




 









 





     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






 









 





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

Westchester Radio, LLC