Supplemental Indenture



 Exhibit 10.17 
 EXECUTION COPY 
 SUPPLEMENTAL INDENTURE 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2008, among Clear Channel Capital I, LLC, a Delaware
limited liability company (“Holdings”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”), each of the Issuer’s Restricted Subsidiaries party hereto (collectively, the
“Restricted Guarantors,” and together with Holdings, the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”). 
 WITNESSETH 
 WHEREAS, Clear Channel
Communications, Inc. has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 30, 2008, providing for the issuance of an unlimited aggregate principal amount of 10.75% Senior Cash
Pay Notes due 2016 (the “Senior Cash Pay Notes”) and 11.00% / 11.75% Senior Toggle Notes due 2016 (the “Senior Toggle Notes” and together with the Senior Cash Pay Notes, the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guarantors shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and in the Indenture (the “Guarantee”); and

 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 (1)
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2)
Agreement to Guarantee. Each of the Guarantors hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Articles 10 and 11 thereof. 
 (3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any
Guarantor or any of its direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including the Guarantors party hereto) under the Notes, any Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Notes and the Guarantee provided herein. 
 (4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (5) Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 







 (6) Effect of Headings. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 (7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors. 
 (8) Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guarantors pursuant to the provisions of Section 2 hereof and
Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guarantors shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until
all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full. 
 (9) Benefits
Acknowledged. Each Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (10) Successors. All agreements of each Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in the Indenture or in this Supplemental Indenture. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the date first above written. 
  

			
	CLEAR CHANNEL CAPITAL I, LLC
		
	By:	 	 /s/ Edward J. Han

	Name:	 	Edward J. Han
	Title:	 	Manager and Authorized Signatory
	
	ACKERLEY VENTURES, INC.
	AK MOBILE TELEVISION, INC.
	AMFM AIR SERVICES, INC.
	AMFM BROADCASTING, INC.
	AMFM HOLDINGS INC.
	AMFM INC.
	AMFM INTERNET HOLDING INC.
	AMFM OPERATING INC.
	AMFM RADIO GROUP, INC.
	AMFM SHAMROCK TEXAS, INC.
	AMFM.COM INC.
	BEL MEADE BROADCASTING COMPANY, INC.
	BROADCAST ARCHITECTURE, INC.
	BROADCAST FINANCE, INC.
	CAPSTAR BROADCASTING PARTNERS, INC.
	CAPSTAR RADIO OPERATING COMPANY
	CC BROADCAST HOLDINGS, INC.
	CC HOLDINGS-NEVADA, INC.
	CC IDENTITY HOLDINGS, INC.
	CCBL FCC HOLDINGS, INC.
	CENTRAL NY NEWS, INC.
	CHRISTAL RADIO SALES, INC.
	CINE GUARANTORS II, INC.
	CITICASTERS CO.
	CITICASTERS FCC HOLDINGS, INC.
	CLEAR CHANNEL BROADCASTING LICENSES, INC.
	CLEAR CHANNEL BROADCASTING, INC.
	CLEAR CHANNEL COMPANY STORE, INC.
	CLEAR CHANNEL HOLDINGS, INC.
	CLEAR CHANNEL INTANGIBLES, INC.
	CLEAR CHANNEL INVESTMENTS, INC.
	CLEAR CHANNEL MEXICO HOLDINGS, INC.
	CLEAR CHANNEL SATELLITE SERVICES, INC.
	CLEAR CHANNEL WIRELESS, INC.
	CLEARMART, INC.
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer


 Signature Page to Supplemental Indenture 








			
	CONCORD MEDIA GROUP, INC.
	CRITICAL MASS MEDIA, INC.
	JACOR BROADCASTING CORPORATION
	JACOR BROADCASTING OF COLORADO, INC.
	JACOR BROADCASTING OF DENVER, INC.
	JACOR COMMUNICATIONS COMPANY
	JACOR/PREMIERE HOLDING, INC.
	KATZ COMMUNICATIONS, INC.
	KATZ MEDIA GROUP, INC.
	KATZ MILLENNIUM SALES & MARKETING INC.
	KATZ NET RADIO SALES, INC.
	KTZMEDIA CORPORATION
	M STREET CORPORATION
	PREMIERE RADIO NETWORKS, INC.
	RADIO-ACTIVE MEDIA, INC.
	TERRESTRIAL RF LICENSING, INC.
	THE NEW RESEARCH GROUP, INC.
	ACKERLEY BROADCASTING FRESNO, LLC
	ACKERLEY BROADCASTING OPERATIONS, LLC
	CC IDENTITY GP, LLC
	CC LICENSES, LLC
	CCBL GP, LLC
	CLEAR CHANNEL COLLECTIVE MARKETING, LLC
	CLEAR CHANNEL GP, LLC
	CLEAR CHANNEL REAL ESTATE, LLC
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	AMFM BROADCASTING LICENSES, LLC
	By AMFM BROADCASTING, INC.
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	AMFM MICHIGAN, LLC
	By CAPSTAR TX LIMITED PARTNERSHIP
	Its sole member
	
	By AMFM SHAMROCK TEXAS, INC.
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer


 Signature Page to Supplemental Indenture 








			
	AMFM RADIO LICENSES, LLC
	By CAPSTAR RADIO OPERATING COMPANY
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	AMFM TEXAS, LLC
	By AMFM BROADCASTING, INC.
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CITI GP, LLC
	By CITICASTERS CO.
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CLEAR CHANNEL AVIATION, LLC
	By RADIO-ACTIVE MEDIA, INC.
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	M STREET L.L.C.
	By CRITICAL MASS MEDIA, INC.
	Its Managing Member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer


 Signature Page to Supplemental Indenture 








			
	MUSICPOINT INTERNATIONAL, L.L.C.
	By CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
	Its sole member
	
	By CLEAR CHANNEL GP, LLC
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	WESTCHESTER RADIO, L.L.C.
	By CAPSTAR RADIO OPERATING COMPANY
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	AMFM TEXAS BROADCASTING, LP
	By AMFM BROADCASTING, INC.
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	AMFM TEXAS LICENSES, LP
	By AMFM SHAMROCK TEXAS, INC.
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CAPSTAR TX LIMITED PARTNERSHIP
	By AMFM SHAMROCK TEXAS, INC.
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer


 Signature Page to Supplemental Indenture 








			
	CCB TEXAS LICENSES, L.P.
	By CCBL GP, LLC
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CITICASTERS LICENSES, L.P.
	By CITI GP, LLC
	Its General Partner
	
	By CITICASTERS CO.
	Its sole member
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CLEAR CHANNEL IDENTITY, L.P.
	By CC IDENTITY GP, LLC
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer
	
	CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
	By CLEAR CHANNEL GP, LLC
	Its General Partner
		
	By:	 	 /s/ Brian Coleman

	Name:	 	Brian Coleman
	Title:	 	Senior Vice President/Treasurer


 Signature Page to Supplemental Indenture 








			
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	 /s/ James D. Heaney

	Name:	 	James D. Heaney
	Title:	 	Vice President


 Signature Page to Supplemental Indenture