EXHIBIT 4.13
DECLARATION OF TRUST OF
HEFTEL CAPITAL TRUST II
THIS DECLARATION OF TRUST, dated as of July 30, 1997, among Heftel
Broadcasting Corporation a Delaware corporation, as Depositor(the
"Depositor"), The Bank of New York (Delaware), a Delaware banking
corporation, not in its individual capacity but solely as trustee (the
"Delaware Trustee") and Jeffrey T. Hinson and David Gerow, as trustees (the
"Regular Trustees, and collectively with the Delaware Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Heftel Capital Trust II, in
which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Depositor, which amount shall constitute
the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention
of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. Section 3801 et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance by
such Trust of the Preferred Securities and Common Securities referred
to therein. Prior to the execution and delivery of such Amended and
Restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise.
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4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any pre-
effective or post-effective amendments to such 1933 Act Registration
Statement, relating to the registration under the Securities Act of
1933, as amended, of the Preferred Securities of the Trust and certain
other securities and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New
York Stock Exchange (the "Exchange") and execute on behalf of the
Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the
Exchange; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or blue sky laws of such jurisdictions
as the Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the
Trust, the Depositor and the several Underwriters named therein,
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in
clauses (i) through (iii) above is required by the rules and
regulations of the Commission, the Exchange or any other national
stock exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by the Trustees, any Regular Trustee, in his
capacity as Trustee of the Trust, is hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and
all of the foregoing, it being understood that The Bank of New York
(Delaware), in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust
any such document unless required by the rules and regulations of the
Commission, the Exchange or any other national stock exchange or state
securities or blue sky laws.
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In connection with all of the foregoing, the Depositor hereby
constitutes and appoints Jeffrey T. Hinson and David Gerow, and
each of them, as its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the Depositor
or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to
time by a written instrument signed by the Depositor which may
increase or decrease the number of Trustees; provided, however, that
to the extent required by the Business Trust Act, one Trustee shall
either be a natural person who is a resident of the State of Delaware
or, if not a natural person, an entity which has its principal place
of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing,
the Depositor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon thirty days' prior
written notice to the Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
8. This Declaration of Trust shall be governed by and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
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HEFTEL BROADCASTING CORPORATION,
as Depositor
By:
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Name:
Title:
THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as Delaware
Trustee
By:
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Name:
Title:
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as Regular Trustee
Name: Jeffrey T. Hinson
Title: Senior Vice President, and
Chief Financial Officer
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as Regular Trustee
Name: David Gerow
Title: Vice President and Controller