287 clearchanne

BOWNE INTEGRATED TYPESETTING SYSTEM

CRC: *Lines: *Name: *

Date: 3-JAN-2008 18:24:40.38Operator: BOD99999TPhone: (214) 651-1001Site: BOWNE OF DALLAS, INC.

D52850.SUB

Validation: N * */*SUBHDR*BOD* *SUBHDR*

<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> [email protected]<ITEMS> 1.01<ITEMS> 3.03<ITEMS> 8.01<ITEMS> 9.01




D52850.SUB, DocName: 8-K, Doc: 1

Validation: N * */*DOCHDR 1*BOD* *DOCHDR/1*

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


CRC: 38740Name: CLEAR CHANNEL COMMUN


D52850.SUB, DocName: 8-K, Doc: 1, Page: 1Description: Form 8-K

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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

200 E. Basse Rd. San Antonio, TX 78209

(Address of Principal Executive Offices, Including Zip Code)

210-822-2828 (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 the following provisions (see General Instruction A.2. below):

� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

� 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))

TX 74-1787539

(State or Other Jurisdiction of (I.R.S. EmployerIncorporation or Organization) Identification No.)





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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.

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.





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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 by the Undersigned hereunto duly authorized. CLEAR CHANNEL COMMUNICATIONS, INC.

Date: January 3, 2008 By: /s/ HERBERT W. HILL, JR. Herbert W. Hill, Jr. Sr. Vice President/Chief Accounting Officer





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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.




D52850.SUB, DocName: EX-4.1, Doc: 2


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




D52850.SUB, DocName: EX-4.1, Doc: 2, Page: 1Description: Exhibit 4.1

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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





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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:

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





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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 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:





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(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 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.

• 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

• 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





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(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

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 as they relate to the Notes. 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 as they relate to the Notes.





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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.





0/1704.01.07.00D52850BOD[E/O]EDGAR 2 *D52850/7040107/1*

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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






<DOCUMENT><TYPE> EX-4.2<FILENAME> d52850exv4w2.htm<DESCRIPTION> Fourth Supplemental Indenture<TEXT>





0/1704.02.01.00D52850BOD[E/O]EDGAR 2 *D52850/7040201/1*

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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





0/1704.02.02.00D52850BOD[E/O]EDGAR 2 *D52850/7040202/1*

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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





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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





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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





0/1704.02.05.00D52850BOD[E/O]EDGAR 2 *D52850/7040205/1*

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(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.

• 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





0/1704.02.06.00D52850BOD[E/O]EDGAR 2 *D52850/7040206/1*

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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





0/1704.02.07.00D52850BOD[E/O]EDGAR 2 *D52850/7040207/1*

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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






<DOCUMENT><TYPE> EX-99.1<FILENAME> d52850exv99w1.htm<DESCRIPTION> Press Release<TEXT>





0/1799.01.01.00D52850BOD[E/O]EDGAR 2 *D52850/7990101/1*

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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 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 consent payment deadlines, all holders that validly





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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.

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





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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. Investor Relations Department, 210-822-2828

287 clearchanne

Economy & Finance

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