IHRT · iHeartMedia, Inc. · Financials

Verified covenant terms

• Section 3.12(a) · Financial Covenant (a) Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2027 Secured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.40 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing 2027 Secured Notes to which such maturity date applies to exceed $50.0… Applies to every series under this agreement Springing Trigger: Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2027 Secured Notes SECTION 3.12. Financial Covenant
  Full wording and supporting evidence

  Source evidence: (a) Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2027 Secured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.40 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing 2027 Secured Notes to which such maturity date applies to exceed $50.0 million on such date.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.12(b) · Financial Covenant (b) Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2028 Secured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.55 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing 2028 Secured Notes to which such maturity date applies to exceed $50.0… Applies to every series under this agreement Springing Trigger: Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2028 Secured Notes SECTION 3.12. Financial Covenant
  Full wording and supporting evidence

  Source evidence: (b) Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing 2028 Secured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.55 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing 2028 Secured Notes to which such maturity date applies to exceed $50.0 million on such date.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.12 · Financial Covenant Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing Unsecured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.35 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing Unsecured Notes to which such maturity date applies to exceed $50.0 million on such… Applies to every series under this agreement Springing Trigger: Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing Unsecured Notes SECTION 3.12. Financial Covenant
  Full wording and supporting evidence

  Source evidence: Solely to the extent a Repurchase Trigger has not occurred on or prior to such date, as of the date that is thirty (30) days prior to the Stated Maturity of the Existing Unsecured Notes, the Issuer shall not permit both (i) the Consolidated Total Net Leverage Ratio as of the last day of the immediately preceding Test Period to be greater than 6.35 to 1.00 and (ii) the aggregate outstanding principal amount of the Existing Unsecured Notes to which such maturity date applies to exceed $50.0 million on such date.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.10 · Limitation on Transfer of Material Assets Notwithstanding any other provision of this Indenture or in any other Second Lien Note Document, no Broadcast Licenses, Broadcast Stations, FCC Authorizations or material intellectual property or other material property or asset that, in each case, is necessary at such time to the operation of the business of the Issuer and the Guarantors (or Equity Interests in the Issuer or any Guarantor that owns any such Broadcast Licenses, Broadcast Stations FCC Authorizations or any such material intellectual… Applies to every series under this agreement Exceptions: pursuant to non-exclusive royalty and/or licensing agreements made for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction) SECTION 3.10. Limitation on Transfer of Material Assets
  Full wording and supporting evidence

  Source evidence: Notwithstanding any other provision of this Indenture or in any other Second Lien Note Document, no Broadcast Licenses, Broadcast Stations, FCC Authorizations or material intellectual property or other material property or asset that, in each case, is necessary at such time to the operation of the business of the Issuer and the Guarantors (or Equity Interests in the Issuer or any Guarantor that owns any such Broadcast Licenses, Broadcast Stations FCC Authorizations or any such material intellectual property or other material property or asset) that are, in each of the foregoing cases, owned by the Issuer or a Guarantor, may be transferred (whether as an Investment, Restricted Payment, disposition or otherwise) in any respect, whether directly or indirectly or by one or more transactions (including pursuant the release of any Guarantee provided by any Guarantor), by the Issuer or any Guarantor to the Issuer or any Affiliate of the Issuer that is not a Guarantor, other than pursuant to non-exclusive royalty and/or licensing agreements made for a bona fide business purpose (and not for the purpose of effectuating any Liability Management Transaction).

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 4.1 · Merger and Consolidation Neither the Issuer nor any of the Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: Applies to every series under this agreement SECTION 4.1. Merger and Consolidation
  Full wording and supporting evidence

  Source evidence: Neither the Issuer nor any of the Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.15 · Change of Control If a Change of Control occurs with respect to the Second Lien Notes, unless the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Second Lien Notes as provided under SECTION 5.7, the Issuer will make an offer to purchase all of the Second Lien Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if… Applies to every series under this agreement SECTION 3.15. Change of Control
  Full wording and supporting evidence

  Source evidence: If a Change of Control occurs with respect to the Second Lien Notes, unless the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Second Lien Notes as provided under SECTION 5.7, the Issuer will make an offer to purchase all of the Second Lien Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase:

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.17 · Reports from and after the Issue Date, the Parent Guarantor will furnish to the Trustee, within 10 days after the time periods specified below Applies to every series under this agreement SECTION 3.17. Reports
  Full wording and supporting evidence

  Source evidence: Notwithstanding that the Parent Guarantor may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Parent Guarantor will furnish to the Trustee, within 10 days after the time periods specified below:

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.19 · Compliance Certificate The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officer's Certificate, stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default, that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept,… Applies to every series under this agreement Exceptions: no such Officer's Certificate shall be required for any fiscal year ended prior to the Issue Date SECTION 3.19. Compliance Certificate
  Full wording and supporting evidence

  Source evidence: The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officer's Certificate, stating that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default, that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer's Certificate shall be required for any fiscal year ended prior to the Issue Date.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.21 · Statement by Officers as to Default The Issuer shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Issuer become aware of the occurrence of any Default or Event of Default, an Officer's Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Issuer is taking or propose to take with respect thereto Applies to every series under this agreement SECTION 3.21. Statement by Officers as to Default
  Full wording and supporting evidence

  Source evidence: The Issuer shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Issuer become aware of the occurrence of any Default or Event of Default, an Officer's Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Issuer is taking or propose to take with respect thereto.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.25 · Maintenance of Ratings The Issuer will use commercially reasonable efforts to cause not later than forty-five (45) days after the Issue Date the Second Lien Notes to be continuously rated (but not any specific rating) by S&P and Moody's Applies to every series under this agreement Exceptions: not any specific rating SECTION 3.25. Maintenance of Ratings
  Full wording and supporting evidence

  Source evidence: The Issuer will use commercially reasonable efforts to cause not later than forty-five (45) days after the Issue Date the Second Lien Notes to be continuously rated (but not any specific rating) by S&P and Moody's.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.23 · Payment of Taxes The Parent Guarantor shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all income and other material taxes, assessments and governmental charges levied or imposed upon or with respect to the Parent Guarantor or any of its Subsidiaries or any of their income, profits or assets Applies to every series under this agreement SECTION 3.23. Payment of Taxes
  Full wording and supporting evidence

  Source evidence: The Parent Guarantor shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all income and other material taxes, assessments and governmental charges levied or imposed upon or with respect to the Parent Guarantor or any of its Subsidiaries or any of their income, profits or assets; provided, however, that the Parent Guarantor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate actions and for which appropriate reserves, are being maintained as and to the extent required in accordance with GAAP.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.14(c) · License Subsidiaries (c) except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes, ensure that no License Subsidiary has any material Indebtedness or other material liabilities except (i) liabilities arising under the First Priority Documents and the indentures governing the Existing Notes to which it is a party, the ABL Credit Agreement, the Existing Credit Agreement, the… Applies to every series under this agreement Exceptions: to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes SECTION 3.14. License Subsidiaries
  Full wording and supporting evidence

  Source evidence: (c) except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes, ensure that no License Subsidiary has any material Indebtedness or other material liabilities except (i) liabilities arising under the First Priority Documents and the indentures governing the Existing Notes to which it is a party, the ABL Credit Agreement, the Existing Credit Agreement, the Collateral Documents, the First Lien Note Documents, the Second Lien Note Documents, Permitted Pari Passu Debt, and any Refinancing Indebtedness in respect of the foregoing and (ii) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate broadcast stations, including affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.14(a) · License Subsidiaries ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto in all material respects Applies to every series under this agreement Exceptions: to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes SECTION 3.14. License Subsidiaries
  Full wording and supporting evidence

  Source evidence: (a) except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes, ensure that each License Subsidiary engages only in the business of holding Broadcast Licenses and rights and activities related thereto in all material respects;

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.14(b) · License Subsidiaries ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of the Issuer and any Subsidiary thereof other than another License Subsidiary in all material respects or (ii) transferred by such License Subsidiary to the Issuer or any of its Subsidiaries (other than any other License Subsidiary), except in connection with a disposition permitted under SECTION 3.5 Applies to every series under this agreement SECTION 3.14. License Subsidiaries
  Full wording and supporting evidence

  Source evidence: (b) except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the Holders of the Second Lien Notes, ensure that the FCC Authorizations held by each License Subsidiary are not (i) commingled with the property of the Issuer and any Subsidiary thereof other than another License Subsidiary in all material respects or (ii) transferred by such License Subsidiary to the Issuer or any of its Subsidiaries (other than any other License Subsidiary), except in connection with a disposition permitted under SECTION 3.5; and

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.9(b) · Junior Financing The Issuer shall not, nor shall it permit any of the Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Holders of Second Lien Notes any term or condition of any documentation with respect to Junior Financing without the consent of the Holders of a majority in principal amount of the Second Lien Notes Applies to every series under this agreement SECTION 3.9. Limitation on Junior Financing
  Full wording and supporting evidence

  Source evidence: (b) The Issuer shall not, nor shall it permit any of the Subsidiaries to amend, modify or change in any manner materially adverse to the interests of the Holders of Second Lien Notes any term or condition of any documentation with respect to Junior Financing without the consent of the Holders of a majority in principal amount of the Second Lien Notes (it being understood that any amendments or modifications to any Junior Financing documentation that cause any such Junior Financing to no longer satisfy the definition of "Permitted Pari Passu Debt" shall be deemed materially adverse to the interest of the Holders of the Second Lien Notes).

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.11 · Change in Nature of Business The Issuer shall not, nor shall the Issuer permit any of the Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by the Parent Guarantor and the Subsidiaries on the Issue Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof Applies to every series under this agreement Exceptions: any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof SECTION 3.11. Change in Nature of Business
  Full wording and supporting evidence

  Source evidence: The Issuer shall not, nor shall the Issuer permit any of the Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by the Parent Guarantor and the Subsidiaries on the Issue Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.22 · Designation of Subsidiaries The Parent Guarantor may designate (or re-designate) any Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary Applies to every series under this agreement SECTION 3.22. Designation of Subsidiaries
  Full wording and supporting evidence

  Source evidence: The Parent Guarantor may designate (or re-designate) any Subsidiary that is an Excluded Subsidiary as an Electing Guarantor and may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) no Subsidiary may be designated as an Excluded Subsidiary if it is a guarantor for the purpose of the New Credit Agreement, the ABL Credit Agreement, the Existing Credit Agreement, the indentures governing the Existing Notes, the First Lien Notes or any other Junior Financing, (ii) any such designation (or redesignation) of an Electing Guarantor as an Excluded Subsidiary shall (x) constitute an Investment by the Parent Guarantor or the relevant Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Parent Guarantor) of the Investments held by the Parent Guarantor and/or the applicable Subsidiaries in such Electing Guarantor immediately prior to such designation and such Investments shall otherwise be permitted hereunder and (y) not be done for the purpose of effectuating any Liability Management Transaction, (iii) any Indebtedness or Liens of any Subsidiary designated (or re-designated) as an Electing Guarantor or an Excluded Subsidiary, as applicable, shall be deemed to be incurred after giving effect to such designation and such incurrence shall otherwise be permitted hereunder and (iv) after giving effect to any re-designation of an Electing Guarantor as an Excluded Subsidiary, such Subsidiary shall be an Immaterial Subsidiary.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.13 · Limitation on Activities of the Parent Guarantor The Parent Guarantor shall not conduct, transact or otherwise engage in any material business or operations (including any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness) Applies to every series under this agreement SECTION 3.13. Limitation on Activities of the Parent Guarantor
  Full wording and supporting evidence

  Source evidence: The Parent Guarantor shall not conduct, transact or otherwise engage in any material business or operations (including any prepayments, redemptions, purchases, defeasances and other payments of Indebtedness); provided that the following shall be permitted in any event:

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024

• Section 3.24 · Corporate Existence the Parent Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company existence and the corporate, partnership, limited liability company or other existence of each Subsidiary Applies to every series under this agreement SECTION 3.24. Corporate Existence
  Full wording and supporting evidence

  Source evidence: Except as otherwise provided in ARTICLE IV and subject to the ability of the Parent Guarantor or any of its Subsidiaries to convert (or similar action) to another form of legal entity under the laws of the jurisdiction under which the Parent Guarantor or such Subsidiary then exists, as applicable, the Parent Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company existence and the corporate, partnership, limited liability company or other existence of each Subsidiary unless otherwise permitted by this Indenture.

  Target identity evidence: iHeartCommunications, Inc., a Texas corporation (the "Issuer")

  Target identity evidence: INDENTURE

  Target identity evidence: Dated as of December 20, 2024