iHeartMedia 2002 Annual Report Download - page 131

given to Holders of the Notes not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed and upon such notice as may be required by such exchange, if such manner
of payment shall be deemed practical by the Trustee, all as more fully provided
in the Indenture. Notwithstanding the foregoing, in the case of interest payable
at Stated Maturity, such interest shall be paid to the same Person to whom the
principal hereof is payable. Interest on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
The Bank of New York will be the Paying Agent and the Security
Registrar with respect to the Notes. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Security Registrar,
to appoint additional or other Paying Agents and other Security Registrars which
may include the Company, and to approve any change in the office through which
any Paying Agent or Security Registrar acts; provided that there will at all
times be a Paying Agent in The City of New York and there will be no more than
one Security Registrar for the Notes.
This Note is one of the duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness (hereinafter called the
"Securities") of the Company, of the series hereinafter specified, all issued or
to be issued under and pursuant to the Indenture, to which Indenture and any
other indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee and any agent of the Trustee, any Paying
Agent, the Company and the Holders of the Securities and the terms upon which
the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 4 5/8% Senior Notes due
January 15, 2008 (herein called the "Notes").
The Notes will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Notes and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to January 15, 2008, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis
points plus, in either case, any interest accrued but not paid to the date of
redemption. Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Notes to be
redeemed. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Notes or portions
thereof called for redemption. The Notes will not be subject to any sinking fund
provision.