iHeartMedia 2014 Annual Report Download - page 90

IHEARTCOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
88
• change lines of business.
Priority Guarantee Notes
As of December 31, 2014, the Company had outstanding Priority Guarantee Notes consisting of:
(In thousands)
December 31,
December 31,
Maturity Date
Interest Rate
Interest Payment Terms
2014
2013
9.0% Priority Guarantee
Notes due 2019
12/15/2019
9.0%
Payable semi-annually in
arrears on June 15 and
December 15 of each year
$
1,999,815
1,999,815
9.0% Priority Guarantee
Notes due 2021
3/1/2021
9.0%
Payable semi-annually in
arrears on March 1 and
September 1 of each year
1,750,000
1,750,000
11.25% Priority Guarantee
Notes due 2021
3/1/2021
11.25%
Payable semi-annually on
March 1 and September 1 of
each year
575,000
575,000
9.0% Priority Guarantee
Notes due 2022
9/15/2022
9.0%
Payable semi-annually in
arrears on March 15 and
September 15 of each year
1,000,000
-
Total Priority Guarantee Notes
$
5,324,815
4,324,815
Guarantees and Security
The Priority Guarantee Notes are the Company’s senior obligations and are fully and unconditionally guaranteed, jointly and
severally, on a senior basis by the guarantors named in the indentures. The Priority Guarantee Notes and the guarantors’ obligations
under the guarantees are secured by (i) a lien on (a) our capital stock and (b) certain property and related assets that do not constitute
“principal property,” in each case equal in priority to the liens securing the obligations under the Company’s senior secured credit
facilities and (ii) a lien on the accounts receivable and related assets securing our receivables based credit facility junior in priority to
the lien securing the Company’s obligations thereunder, subject to certain exceptions. In addition to the collateral granted to secure
the Priority Guarantee Notes due 2019, the collateral agent and the trustee for the Priority Guarantee Notes due 2019 entered into an
agreement with the administrative agent for the lenders under the senior secured credit facilities to turn over to the trustee under the
Priority Guarantee Notes due 2019, for the benefit of the holders of the Priority Guarantee Notes due 2019, a pro rata share of any
recovery received on account of the principal properties, subject to certain terms and conditions.
Redemptions
The Company may redeem the Priority Guarantee Notes at its option, in whole or part, at redemption prices set forth in the indentures,
plus accrued and unpaid interest to the redemption dates plus applicable premiums.
Certain Covenants
The indentures governing the Priority Guarantee Notes contain covenants that limit the Company’s ability and the ability of its
restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur
additional debt or issue certain preferred stock; (iii) modify any of the Company’s existing senior notes; (iv) transfer or sell assets;
(v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries;
and (vii) merge, consolidate or sell substantially all of the Company’s assets. The indentures contain covenants that limit the
Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially
impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders
of the Priority Guarantee Notes. The indentures also provide for customary events of default.