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EXHIBIT 4.29
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CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
as Issuer
AND
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of September 5, 1997
to
Indenture
Dated as of February 26, 1996
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$100,000,000
12-1/4% Subordinated Exchange Debentures
due 2008
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FIRST SUPPLEMENTAL INDENTURE dated as of September 5, 1997,
among CHANCELLOR MEDIA CORPORATION OF LOS ANGELES, a Delaware corporation, (the
"Company") and U.S. TRUST COMPANY OF TEXAS, N.A., a national banking
association, as Trustee (the "Trustee").
WHEREAS, Chancellor Radio Broadcasting Company ("CRBC") has
heretofore executed and delivered to the Trustee an Indenture dated as of
February 26, 1996, (the "Indenture"), providing for the issuance of
$100,000,000 aggregate principal amount of CRBC's 12 1/4% Subordinated Exchange
Debentures due 2008 (the "Securities");
WHEREAS, pursuant to that certain Amended and Restated
Agreement and Plan of Merger by and among Chancellor Broadcasting Company,
CRBC, Evergreen Media Corporation, Evergreen Mezzanine Holdings Corporation and
Evergreen Media Corporation of Los Angeles, dated as of February 19, 1997 and
amended and restated as of July 31, 1997 (the "Merger Agreement"), among other
things, (i) Chancellor Broadcasting Company merged with and into Evergreen
Mezzanine Holdings Corporation (the "Parent Merger") and (ii) CRBC merged with
and into Evergreen Media Corporation of Los Angeles (the "Subsidiary Merger").
Upon completion of the Parent Merger, Evergreen Media Corporation changed its
name to Chancellor Media Corporation and Evergreen Mezzanine Holdings
Corporation changed its name to Chancellor Mezzanine Holdings Corporation.
Upon completion of the Subsidiary Merger, Evergreen Media Corporation of Los
Angeles changed its name to Chancellor Media Corporation of Los Angeles;
WHEREAS, the Company and the Trustee desire by this First
Supplemental Indenture, pursuant to and as contemplated by Section
5.01(a)(1)(B) of the Indenture, that the Company expressly assume all of the
obligations of CRBC under the Securities and the Indenture;
WHEREAS, the Company and the Trustee desire by this First
Supplemental Indenture, pursuant to and as contemplated by Section 9.01 of the
Indenture, to amend certain provisions therein;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a resolution of the Board of Directors of the
Company; and
WHEREAS, all conditions and requirements necessary to make
this First Supplemental Indenture a valid, binding legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each
party agrees, for the benefit of the others and for the equal and ratable
benefit of the holders of the Securities, as follows:
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ARTICLE 1.
ASSUMPTION OF OBLIGATIONS AS ISSUER
Section 1.01. Assumption. The Company hereby expressly and
unconditionally assumes each and every covenant, agreement and undertaking of
CRBC in the Indenture as of the date of this First Supplemental Indenture.
ARTICLE 2.
ADDITIONAL AMENDMENTS
Section 2.01. Change of Control. Pursuant to Section
9.01(1) of the Indenture, as a result of an ambiguity created by the completion
of the transactions contemplated by the Merger Agreement, the definition of
"Change of Control" in Section 1.01 of the Indenture is hereby amended and
restated in its entirety to read as follows:
"Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a "Group") (whether or not
otherwise in compliance with the provisions of the Indenture), other than to
Hicks Muse or any of its Affiliates, officers and directors or to Steven Dinetz
(the "Permitted Holders"); or (ii) a majority of the Board of Directors of
Chancellor Media Corporation, Chancellor Mezzanine Holdings Corporation or the
Company shall consist of Persons who are not Continuing Directors; or (iii) the
acquisition by any Person or Group (other than the Permitted Holders) of the
power, directly or indirectly, to vote or direct the voting of securities
having more than 50% of the ordinary voting power for the election of directors
of Chancellor Media Corporation, Chancellor Mezzanine Holdings Corporation or
the Company.
Section 2.02. Continuing Director. Pursuant to Section
9.01(1) of the Indenture, as a result of an ambiguity created by the completion
of the transactions contemplated by the Merger Agreement, the definition of
"Continuing Director" in Section 1.01 of the Indenture is hereby amended and
restated in its entirety to read as follows:
"Continuing Director" means, as of the date of determination,
any Person who (i) was a member of the Board of Directors of Holdings or CRBC
on February 26, 1996, (ii) was nominated for election or elected to the Board
of Directors of Chancellor Media Corporation, Chancellor Mezzanine Holdings
Corporation or the Company with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election, or (iii) is a representative of a Permitted
Holder.
Section 2.03. Additional Definitions. Pursuant to Section
9.01(1) of the Indenture, as a result of an ambiguity created by the completion
of the transactions contemplated by the Merger Agreement, Section 1.01 of the
Indenture is hereby amended as follows to include the following definitions:
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"Chancellor Media Corporation" means Chancellor Media
Corporation, a Delaware corporation, and its successors.
"Chancellor Mezzanine Holdings Corporation" means Chancellor
Mezzanine Holdings Corporation, a Delaware corporation, and its successors.
ARTICLE 3.
MISCELLANEOUS PROVISIONS
Section 3.01. Terms Defined. For all purposes of this
First Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this First Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.
Section 3.02. Indenture. Except as amended hereby, the
Indenture and the Securities are in all respects ratified and confirmed and all
the terms shall remain in full force and effect.
Section 3.03. Governing Law. This First Supplemental
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, as applied to contracts made and performed within the State
of New York, without regard to principles of conflict of laws.
Section 3.04. Successors. All agreements of the Company in
this First Supplemental Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this First Supplemental Indenture shall bind
its successors.
Section 3.05. Duplicate Originals. All parties may sign
any number of copies of this First Supplemental indenture. Each signed copy
shall be an original, but all of them together shall represent the same
agreement.
Section 3.06. Severability. In case any one or more of the
provisions in this First Supplemental Indenture or in the Securities shall be
held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.
Section 3.07. Trustee Disclaimer. The Trustee accepts the
amendment of the Indenture effected by this First Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but on
the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture as
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hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company, or for or with respect to (i) the
validity or sufficiency of this First Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization hereof by the
Company, by corporate action or otherwise, (iii) the due execution hereof by
the Company or (iv) the consequences (direct or indirect and whether deliberate
or inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters.
Section 3.08. Effectiveness.
(a) This First Supplemental Indenture shall
become effective once executed upon fulfillment of the conditions set forth in
Section 3.08(b) below.
(b) This First Supplemental Indenture shall not
become effective until receipt by the Trustee of the following, in each case
dated no earlier than the date hereof.
(i) a certificate of an appropriate
officer of the Company, substantially in the form of Exhibit A hereto;
and
(ii) an opinion of Latham & Watkins,
counsel to the Company, substantially in the form of Exhibit B hereto.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year written
above.
CHANCELLOR MEDIA CORPORATION
OF LOS ANGELES, as Issuer
By:
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Title:
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Attest:
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Title:
U.S. TRUST COMPANY OF TEXAS,
N.A., as Trustee
By:
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Title:
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Attest:
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Title:
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