iHeartMedia 2009 Annual Report Download - page 66

Subsidiary Senior Notes
In December 2009 Clear Channel Worldwide Holdings, Inc. (“CCWH”), an indirect, wholly-owned subsidiary of our
publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. (“CCOH”), issued $500.0 million aggregate principal amount of
Series A Senior Notes due 2017 and $2.0 billion aggregate principal amount of Series B Senior Notes due 2017 (collectively, the
“Notes”). The Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”), a wholly-owned subsidiary of CCOH, and
certain other existing and future domestic subsidiaries of CCOH (collectively, the “Guarantors”).
The Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of CCWH and
the guarantees of the Notes will rank pari passu in right of payment to all unsubordinated indebtedness of the Guarantors.
The indentures governing the Notes require us to maintain at least $100 million in cash or other liquid assets or have cash
available to be borrowed under committed credit facilities consisting of (i) $50.0 million at the issuer and guarantor entities
(principally the Americas outdoor segment) and (ii) $50.0 million at the non-guarantor subsidiaries (principally the International
outdoor segment) (together the “Liquidity Amount”), in each case under the sole control of the relevant entity. In the event of a
bankruptcy, liquidation, dissolution, reorganization, or similar proceeding of Clear Channel Communications, Inc., for the period
thereafter that is the shorter of such proceeding and 60 days, the Liquidity Amount shall be reduced to $50.0 million, with a $25.0
million requirement at the issuer and guarantor entities and a $25.0 million requirement at the non-guarantor subsidiaries.
In addition, interest on the Notes accrues daily and is payable into an account established by the trustee for the benefit of
the bondholders (the “Trustee Account”). Failure to make daily payment on any day does not constitute an event of default so long as
(a) no payment or other transfer by CCOH or any of its Subsidiaries shall have been made on such day under the cash management
sweep with Clear Channel Communications, Inc. and (b) on each semiannual interest payment date the aggregate amount of funds in
the Trustee Account is equal to at least the aggregate amount of accrued and unpaid interest on the Notes.
The indenture governing the Series A Notes contains covenants that limit CCOH and its restricted subsidiaries ability to,
among other things:
The indenture governing the Series A Notes does not include limitations on dividends, distributions, investments or asset
sales.
The indenture governing the Series B Notes contains covenants that limit CCOH and its restricted subsidiaries ability to,
among other things:
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• incur or guarantee additional debt to persons other than Clear Channel Communications and its subsidiaries (other than
CCOH) or issue certain preferred stock;
• create liens on its restricted subsidiaries assets to secure such debt;
• create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not
guarantors of the notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;
• sell certain assets, including capital stock of its subsidiaries, to persons other than Clear Channel Communications and its
subsidiaries (other than CCOH).
• incur or guarantee additional debt or issue certain preferred stock;
• redeem, repurchase or retire CCOH’s subordinated debt;
• make certain investments;
• create liens on its or its restricted subsidiaries’ assets to secure debt;
• create restrictions on the payment of dividends or other amounts to it from its restricted subsidiaries that are not guarantors
of the Notes;
• enter into certain transactions with affiliates;
• merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets;
• sell certain assets, including capital stock of its subsidiaries;
• designate its subsidiaries as unrestricted subsidiaries;
• pay dividends, redeem or repurchase capital stock or make other restricted payments; and