iHeartMedia 2009 Annual Report Download - page 176

Exhibit 10.24
SUPPLEMENTAL INDENTURE OF CC FINCO HOLDINGS, LLC
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 9, 2008, among CC Finco Holdings, LLC (the
“Guaranteeing Subsidiary”), a subsidiary of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”) and Law
Debenture Trust Company of New York, as trustee (the “Trustee”).
W I T N E S S E T H
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 Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under 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. The Guaranteeing Subsidiary 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 the Guaranteeing Subsidiary or any of its direct or indirect parent companies shall have any liability for any obligations
of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) 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.
(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 Guaranteeing Subsidiary.
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