iHeartMedia 2012 Annual Report Download - page 58

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The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries
ability to, among other things:
incur or guarantee additional debt to persons other than us and our 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 CCWH Senior 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; and
sell certain assets, including capital stock of its subsidiaries, to persons other than us and our subsidiaries (other than CCOH).
In addition, the indenture governing the Series A CCWH Senior Notes provides that if CCWH (i) makes an optional
redemption of the Series B CCWH Senior Notes or purchases or makes an offer to purchase the Series B CCWH Senior Notes at or
above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a
pro rata amount of the Series A CCWH Senior Notes or (ii) makes an asset sale offer under the indenture governing the Series B
CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH
Senior Notes.
The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions,
investments or asset sales.
The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries
ability to, among other things:
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 CCWH Senior 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; and
pay dividends, redeem or repurchase capital stock or make other restricted payments.
The Series A CCWH Senior Notes indenture and Series B CCWH Senior Notes indenture restrict CCOH’s ability to incur
additional indebtedness but permit CCOH to incur additional indebtedness based on an incurrence test. In order to incur (i) additional
indebtedness under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 and
5.0:1 for total debt and senior debt, respectively, and (ii) additional indebtedness that is subordinated to the CCWH Senior Notes
under this test, CCOH’s debt to adjusted EBITDA ratios (as defined by the indentures) must be lower than 7.0:1 for total debt. The
indentures contain certain other exceptions that allow CCOH to incur additional indebtedness. The Series B CCWH Senior Notes
indenture also permits CCOH to pay dividends from the proceeds of indebtedness or the proceeds from asset sales if its debt to
adjusted EBITDA ratios (as defined by the indentures) are lower than 7.0:1 and 5.0:1 for total debt and senior debt, respectively. The
Series A CCWH Senior Notes indenture does not limit CCOH’s ability to pay dividends. The Series B CCWH Senior Notes indenture
contains certain exceptions that allow CCOH to pay dividends, including (i) $525.0 million of dividends made pursuant to general
restricted payment baskets and (ii) dividends made using proceeds received upon a demand by CCOH of amounts outstanding under
the revolving promissory note issued by us to CCOH.
CCWH Senior Subordinated Notes
During the first quarter of 2012, CCWH issued the CCWH Subordinated Notes, which consisted of $275.0 million aggregate
principal amount of Series A CCWH Subordinated Notes and $1,925.0 million aggregate principal amount of Series B CCWH
Subordinated Notes. Interest on the CCWH Subordinated Notes is payable to the trustee weekly in arrears and to the noteholders on
March 15 and September 15 of each year, beginning on September 15, 2012.