iHeartCommunications, Inc. - FORM 8-K - EX-4.1 - THIRD SUPPLEMENTAL INDENTURE

Attached files

file	filename
8-K - FORM 8-K - iHeartCommunications, Inc.	ccu8k-081914.htm

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of August 22, 2014, between Clear Channel Communications, Inc., a Texas corporation (the "Issuer"), the guarantors listed on the signature pages hereto (the "Guarantors"), and Law Debenture Trust Company of New York, as trustee (the "Trustee").

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the "Base Indenture"), dated as of June 21, 2013, as supplemented by a first supplemental indenture dated as of December 16, 2013 (the "First Supplemental Indenture") and a second supplemental indenture dated as of December 24, 2013 (the "Second Supplemental Indenture" and, together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2021 (the "Notes");

WHEREAS, Section 2.01 of the Indenture provides that additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes;

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Third Supplemental Indenture for the purpose of issuing $222,245,404 in aggregate principal amount of additional Notes (the "Additional Notes"), having identical terms as the Initial Notes and as the additional notes issued under the Indenture on December 16, 2013 and December 24, 2013 (the "2013 Additional Notes"); and

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

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are 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) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to instruct Deutsche Bank Trust Company Americas, as authenticating agent, to authenticate and deliver, the Additional Notes under the Indenture, which shall constitute "Additional Notes" for all purposes thereunder. The Additional Notes shall accrue interest from August 1, 2014. The Initial Notes, the 2013 Additional Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Additional Notes, unless indicated otherwise.

(3) Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

(4) Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(5) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature pages follow]

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

CLEAR CHANNEL COMMUNICATIONS, INC.

By: /s/ Brian D. Coleman

Name: Brian D. Coleman

Title: Senior Vice President and Treasurer