exv10w1



 









Exhibit 10.1




EXECUTION COPY




CLEAR CHANNEL COMMUNICATIONS, INC.




AND




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




as Trustee




 






TWENTY-FIRST SUPPLEMENTAL INDENTURE




Dated as of August 15, 2006




TO




SENIOR INDENTURE




Dated as of October 1, 1997




 






6.25% Senior Notes due 2011










 



2


     Twenty-First Supplemental Indenture, dated as of the 15th day of August 2006 (this
“Twenty-First Supplemental Indenture”), between Clear Channel Communications, Inc., a corporation
duly organized and existing under the laws of the State of Texas (hereinafter sometimes referred to
as the “Company”) and The Bank of New York 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”); as set
forth in Section 5.01 hereto and except as otherwise set forth herein, all terms used and not
defined herein are used as defined in the Indenture.



     WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for the
future issuance of its Securities, to be issued from time to time in series as might be determined
by the Company under the Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered thereunder as in the Indenture provided;



     WHEREAS, pursuant to the terms of the Indenture, the Company entered into the Twentieth
Supplemental Indenture dated as of March 21, 2006 for the issuance of $500,000,000 aggregate
principal amount of 6.25% Senior Notes due 2011 (the “Outstanding 2011 Notes”).



     WHEREAS, pursuant to the terms of the Indenture, the Company desires to issue an additional
$250,000,000 aggregate principal amount of its 6.25% Senior Notes due 2011 (such additional
principal amount being hereinafter referred to as the “Additional 2011 Notes” and together with the
Outstanding 2011 Notes, the “Notes”), the form of such Additional 2011 Notes and the terms,
provisions and conditions thereof to be as provided in the Indenture and this Twentieth
Supplemental Indenture;



     WHEREAS, the Company desires and has requested the Trustee to join with it in the execution
and delivery of this Twenty-First Supplemental Indenture, and all requirements necessary to make
this Twenty-First Supplemental Indenture a valid instrument, enforceable in accordance with its
terms, and to make the Additional 2011 Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company have been performed and fulfilled,
and the execution and delivery of this Supplemental Indenture and the Additional 2011 Notes have
been in all respects duly authorized.



     NOW, THEREFORE, in consideration of the purchase and acceptance of the Notes by the holders
thereof, and for the purpose of setting forth, as provided in the Indenture, the form of the Notes
and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee
as follows:



ARTICLE I




General Terms and Conditions of the Additional 2011 Notes




     SECTION 1.01. (a) There shall be and is hereby authorized the issuance of the Additional 2011
Notes, initially limited in aggregate principal amount to $250,000,000. The Additional 2011 Notes
shall have the same terms, including without limitation, the same maturity date, interest rate,
redemption and other provisions and interest payment dates as the Outstanding 2011 Notes, and will
become part of the same series and will be designated by the same CUSIP number as the Outstanding
2011 Notes. Without the consent of the Holders of the Notes, the aggregate principal amount of the
Notes, Notes may be increased in the future, on the same terms and conditions and with the same
CUSIP number as the Notes. The Notes shall mature and the









 



3

principal thereof shall be due and payable, together with all accrued and unpaid interest
thereon on March 15, 2011.




     SECTION 1.02. The Notes shall be initially issued as Global Securities. Principal and interest
on the Notes issued in certificated form will be payable, the transfer of such Notes will be
registrable and such Notes will be exchangeable for Notes, bearing identical terms and provisions
at the office or agency of the Company in the Borough of Manhattan, The City and State of New York
provided for that purpose and transfers of the Notes will also be registrable at any of the
Company’s other offices or agencies as the Company may maintain for that purpose; provided,
however, that payment of interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the Security Register and that the
payment of principal with respect to the Notes will only be made upon surrender of the applicable
Notes to the Trustee.



     SECTION 1.03. Each Note will bear interest at the rate of 6.25% per annum from March 21, 2006
until the principal thereof becomes due and payable, payable (subject to the provisions of Article
II) semi-annually in arrears on September 15 and March 15 of each year (each, an “Interest Payment
Date”, commencing on September 15, 2006), to the person in whose name such Note (or one or more
Predecessor Securities) are registered at the close of business on the Regular Record Date for such
interest installment, which, except as set forth below, shall be September 1 or March 1 next
preceding the Interest Payment Date with respect to such interest installment. Any installment of
interest not punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder of Notes on such Regular Record Date and may be paid to the person in whose name
such Notes (or one or more Predecessor Securities) are registered at the close of business on a
Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof to be given to the registered holders of the Notes, as applicable, not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.



     The amount of interest payable for any period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any date on which interest is payable on the
Notes is not a Business Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other payment in respect of any
such delay).



     SECTION 1.04. The Notes are not entitled to any sinking fund.



     SECTION 1.05. Section 101 of the Indenture is hereby amended, solely with respect to the
Notes, by amending and restating the definition of “Principal Property” as follows: “Principal
Property” means any radio broadcasting, television broadcasting or outdoor advertising property
located in the United States owned or leased by the Company or any Subsidiary, unless, in the
opinion of the Board of Directors of the Company, such properties are not in the aggregate of
material importance to the total business conducted by the Company and its Subsidiaries as an
entirety.









 



4


ARTICLE II




Optional Redemption of the Notes




     SECTION 2.01. The Notes will be redeemable as a whole at any time or in part from time to
time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Notes and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon from the redemption date to March 15, 2011, discounted
to the redemption date on a semiannual basis (assuming a 360 day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis points, plus, in either case, any
interest accrued but not paid to the date of redemption. Notice of any redemption will be mailed
at least 30 days but no more than 60 days before the redemption date to each holder of the Notes to
be redeemed. Unless the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof called for
redemption. The Notes will not be subject to any sinking fund provision.



     “Treasury Rate” means, with respect to any redemption date for the Notes, (i) the yield, under
the heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), or (ii) if such release referred to in clause
(i) (or any successor release) is not published during the week preceding the calculation date or
does not contain the yields referred to above, the rate per year equal to the semiannual equivalent
yield maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
“Independent Investment Banker” as having a maturity comparable to the remaining term of the Notes
to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.



     “Independent Investment Banker” means, with respect to any redemption date for the Notes, Banc
of America Securities LLC and its successors or, if such firm or any successor to such firm, as the
case may be, is unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee after consultation
with the Company.



     “Comparable Treasury Price” means, with respect to any redemption date for the Notes, (i) the
average of four Reference Treasury Dealer Quotations (as defined below) for the redemption date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations obtained.









 



5


     “Reference Treasury Dealer” means Banc of America Securities LLC and three other primary U.S.
Government securities dealers in the United States (each, a “Primary Treasury Dealer”) appointed by
the Trustee in consultation with the Company. If any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date.



ARTICLE III




Form of Notes




     SECTION 3.01. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon
are to be substantially in the following forms:



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER REFERENCED.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.



Clear Channel Communications, Inc.

6.25% Senior Note due March 15, 2011




	 	 	 
	Registered

	 	$[   ]
	 
	 	 
	No. R-[   ]

	 	CUSIP [   ]
	 
	 	 
	 

	 	ISIN [   ]






     CLEAR CHANNEL COMMUNICATIONS, INC., a corporation duly organized and existing under the laws
of the State of Texas (herein called the “Company”, which term









 



6

includes any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to




Cede & Co.



or registered assigns, the principal sum of $[ ] at the office or agency of the Company in the
Borough of Manhattan, The City of New York, on March 15, 2011 in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the payment of public
and private debts, and to pay interest on said principal sum semiannually on March 15 and September
15 of each year, commencing September 15, 2006 (each an “Interest Payment Date”), at said office or
agency, in like coin or currency, at the rate per annum specified in the title hereof, from March
15 and September 15, as the case may be, next preceding the date of this Note to which interest on
the Notes has been paid or duly provided for (unless the date hereof is the date to which interest
on the Notes has been paid or duly provided for, in which case from the date of this Note), or if
no interest has been paid on the Notes or duly provided for, from March 21, 2006 until payment of
said principal sum has been made or duly provided for.



Notwithstanding the foregoing, if the date hereof is after the 1st day of any March or September
and before the next succeeding March 15 and September 15, this Note shall bear interest from such
March 15 or September 15, as the case may be; provided, however, that if the
Company shall default in the payment of interest due on such March 15 or September 15, then this
Note shall bear interest from the next preceding March 15 or September 15 to which interest on the
Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly
provided for, from March 21, 2006. The interest so payable, and punctually paid or duly provided
for, on any March 15 or September 15 will, except as provided in the Indenture dated as of October
1, 1997, as supplemented to the date of this Note (herein called the “Indenture”), duly executed
and delivered by the Company and The Bank of New York Trust Company, N.A., as Trustee (herein
called the “Trustee”), be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the next preceding March 1 or September 1, as
the case may be (herein called the “Regular Record Date”), whether or not a Business Day, and may,
at the option of the Company, be paid by check mailed to the registered address of such Person.
Any such interest which is payable, but is not so punctually paid or duly provided for, shall
forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid
either to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed and
upon such notice as may be required by such exchange, if such manner of payment shall be deemed
practical by the Trustee, all as more fully provided in the Indenture. Notwithstanding the
foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the
same Person to whom the principal hereof is payable. Interest on the Notes will be computed on the
basis of a 360-day year consisting of twelve 30-day months.




     The Bank of New York Trust Company, N.A. will be the Paying Agent and the Security Registrar
with respect to the Notes. The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents
and other Security Registrars which may include the Company, and to approve any change in the
office through which any Paying Agent or Security Registrar acts; provided that there will
at all times be a Paying Agent in The City of New York and there will be no more than one Security
Registrar for the Notes.









 



7


     This Note is one of the duly authorized issue of debentures, notes, bonds or other evidences
of indebtedness (hereinafter called the “Securities”) of the Company, of the series hereinafter
specified, all issued or to be issued under and pursuant to the Indenture, to which Indenture and
any other indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the
Securities and the terms upon which the Securities are issued and are to be authenticated and
delivered.



     The Securities may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may be subject to
different covenants and Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Note is one of the series of Securities of the Company issued pursuant to the
Indenture and designated as the 6.25% Senior Notes due March 15, 2011 (herein called the “Notes”).



     The Notes will be redeemable as a whole at any time or in part from time to time, at the
option of the Company, at a redemption price equal to the greater of (i) 100% of the principal
amount of such Notes and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to March 15, 2011, discounted to the
redemption date on a semiannual basis (assuming a 360 day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 25 basis points, plus, in either case, any interest
accrued but not paid to the date of redemption. Notice of any redemption will be mailed at least
30 days but no more than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof called for
redemption. The Notes will not be subject to any sinking fund provision.



     “Treasury Rate” means, with respect to any redemption date for the Notes, (i) the yield, under
the heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), or (ii) if such release referred to in clause
(i) (or any successor release) is not published during the week preceding the calculation date or
does not contain the yields referred to above, the rate per year equal to the semiannual equivalent
yield maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
“Independent Investment Banker” as having a maturity comparable to the remaining term of the Notes
to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.









 



8


     “Independent Investment Banker” means, with respect to any redemption date for the Notes, Banc
of America Securities LLC and its successors or, if such firm or any successor to such firm, as the
case may be, is unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee after consultation
with the Company.



     “Comparable Treasury Price” means, with respect to any redemption date for the Notes, (i) the
average of four Reference Treasury Dealer Quotations (as defined below) for the redemption date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations obtained.



     “Reference Treasury Dealer” means Banc of America Securities LLC and three other primary U.S.
government securities dealers in the United States (each, a “Primary Treasury Dealer”) appointed by
the Trustee in consultation with the Company. If any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of all of the Notes may be declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected thereby on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such series under the
Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange here for or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note or such other Notes.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, rate and respective times and in the coin or
currency herein and in the Indenture prescribed.



     As provided in the Indenture and subject to the satisfaction of certain conditions therein set
forth, including the deposit of certain trust funds in trust, the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and the obligations under, the
Securities of any series and to have satisfied all the obligations (with certain exceptions) under
the Indenture relating to the Securities of such series.









 



9


     The Notes are issuable in registered form without coupons in denominations of $1,000 and any
integral multiple of $1,000. Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denominations at the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated for such purpose or at any of the Company’s other
offices or agencies as the Company may maintain for such purpose and in the manner and subject to
the limitations provided in the Indenture.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in the Borough of Manhattan, The City of New York designated for such purpose or at any of
the Company’s other offices or agencies as the Company may maintain for such purpose, a new Note or
Notes of authorized denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the Indenture.



     No charge shall be made for any such transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether or not this Note
is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.



     Unless otherwise defined herein, all terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



     This Note shall be construed in accordance with and governed by the laws of the State of New
York.



     Unless the certificate of authentication hereon has been manually executed by or on behalf of
the Trustee under the Indenture, this Note shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose.









 



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     IN WITNESS WHEREOF, CLEAR CHANNEL COMMUNICATIONS, INC. has caused this Note to be duly
executed.



	 	 	 	 	 	 	 
	 	 	CLEAR CHANNEL COMMUNICATIONS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Randall T. Mays
	 	 
	 

	 	 	 	President and Chief Financial Officer

and Secretary	 	 






	 	 	 	 	 	 	 
	[Company Seal]

	 	Attest:	 	 	 	 
	 

	 	 	 	 

Hamlet Newsom
	 	 
	 

	 	 	 	Assistant Secretary	 	 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



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

     as Trustee,	 	 
	 
	 	 	 	 	 	 
	Dated:                    

	 	by	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 







 









 




11



 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



TEN
COM—as tenants in common


TEN
ENT—as tenants by the entireties


JT
TEN-as joint tenants with right of survivorship and not as
tenants in common



UNIF GIFT MIN ACT—                    Custodian




	 	 	 	 	 
	 

	 	(Cust)                    (Minor)	 	 
	 
	 	 	 	 
	 

	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 
	 

	 	 

(State)
	 	 






Additional abbreviations may also be used

though not in the above list.




 






          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s), and transfer(s) unto




 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	:

	 	 	 	 	 	:	 	 
	:

	 	:	 	 	 	 	 	 
	 	 	 	 	 	 	 





PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE:




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE:




 













 





12


                                                            
the within Note and all rights thereunder, hereby irrevocably constituting and appointing




 






attorney to transfer said Note on the books of the Company, with full power of substitution in the
premises.











	 	 	 
	Dated:
	 	 
	 

	 	 
	 
	 	 
	 
	Signature





(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.)







	 	 	 
	 
	 	 
	   
	Signature Guaranty





Signatures must be guaranteed by
an “eligible guarantor
institution” meeting the
requirements of the Registrar,
which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program (“STAMP”) or such other
“signature guarantee program” as
may be determined by the Registrar
in addition to, or in substitution
for, STAMP, all in accordance with
the Securities Exchange Act of
1934, as amended.




















 





13


ARTICLE IV




Original Issue of Notes




          SECTION 4.01. Notes in the aggregate principal amount equal to $250,000,000 (such that the
entire series of 2011 Notes outstanding as of the date of this Twentieth Supplemental Indenture is
$750,000,000) may, upon execution of this Twenty-First Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Additional 2011 Notes to or upon a Company Order.




ARTICLE V




Miscellaneous Provisions




          SECTION 5.01. Except as otherwise expressly provided in this Twenty-First Supplemental
Indenture or in the forms of the Notes or otherwise clearly required by the context hereof or
thereof, all terms used herein or in said forms of the Notes that are defined in the Indenture
shall have the several meanings respectively assigned to them thereby.




          SECTION 5.02. The Indenture, as supplemented by this Twenty-First Supplemental Indenture, is
in all respects ratified and confirmed. This Twenty-First Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein provided.




          SECTION 5.03. The recitals herein contained are made by the Company and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Twenty-First Supplemental Indenture.




          SECTION 5.04. This Twenty-First 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.












 





14


          IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First 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 and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY,	 	 
	 	 	N.A., as Trustee,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	by	 	/s/ John C. Stohlman	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John C. Stohlman	 	 
	 

	 	 	 	Title:
	 	Vice President