iHeartMedia 2002 Annual Report Download - page 125

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Eleventh Supplemental Indenture, dated as of
the 9th day of January 2003 (this "Eleventh
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, a New York banking
corporation, as trustee (hereinafter sometimes
referred to as the "Trustee") under the Indenture
dated as of October 1, 1997, between the Company and
the Trustee (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
desires to provide for the establishment of a new series of its Securities to be
known as its 4 5/8% Senior Notes due January 15, 2008 and 5 3/4% Senior Notes
due January 15, 2013 (said series being hereinafter referred to as the "2008
Notes" and the "2013 Notes"), the form of such 2008 Notes and 2013 Notes and the
terms, provisions and conditions thereof to be as provided in the Indenture and
this Eleventh Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Eleventh Supplemental
Indenture, and all requirements necessary to make this Eleventh Supplemental
Indenture a valid instrument, enforceable in accordance with its terms, and to
make the 2008 Notes and 2013 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 2008 Notes and 2013 Notes have been in all
respects duly authorized.
NOW, THEREFORE, in consideration of the purchase and
acceptance of the 2008 Notes and 2013 Notes by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form of the 2008
Notes and 2013 Notes and the terms, provisions and conditions thereof, the
Company covenants and agrees with the Trustee as follows: