SEC Info - iHeartCommunications, Inc. - ‘10-K’ for 12/31/16

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iHeartCommunications, Inc. – ‘10-K’ for 12/31/16 – ‘EX-4.23’

On: Thursday, 2/23/17, at 8:02am ET · For: 12/31/16 · Accession #: 739708-17-5 · File #: 1-09645

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/17  iHeartCommunications, Inc.        10-K       12/31/16  124:14M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.56M 
 2: EX-4.23     Instrument Defining the Rights of Security Holders  HTML     55K 
 3: EX-4.24     Instrument Defining the Rights of Security Holders  HTML     54K 
 4: EX-4.25     Instrument Defining the Rights of Security Holders  HTML     55K 
 5: EX-4.26     Instrument Defining the Rights of Security Holders  HTML     54K 
 6: EX-4.27     Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.28     Instrument Defining the Rights of Security Holders  HTML     52K 
 8: EX-21       Subsidiaries List                                   HTML     76K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
19: R1          Document and Entity Information                     HTML     63K 
20: R2          Consolidated Balance Sheets                         HTML    131K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
22: R4          Consolidated Statements of Comprehensive Loss       HTML    130K 
23: R5          Consolidated Statements of Changes in               HTML     79K 
                Shareholders' Deficit                                            
24: R6          Consolidated Statements of Cash Flows               HTML    157K 
25: R7          Summary of Significant Accounting Policies          HTML    109K 
26: R8          Property, Plant and Equipment, Intangible Assets    HTML    147K 
                and Goodwill                                                     
27: R9          Investments                                         HTML     98K 
28: R10         Asset Retirement Obligation                         HTML     53K 
29: R11         Long-Term Debt                                      HTML    227K 
30: R12         Commitments and Contingencies                       HTML     81K 
31: R13         Income Taxes                                        HTML    166K 
32: R14         Shareholders' Deficit                               HTML    210K 
33: R15         Employee Stock and Savings Plans                    HTML     43K 
34: R16         Other Information                                   HTML    105K 
35: R17         Segment Data                                        HTML    237K 
36: R18         Quarterly Results of Operations (Unaudited)         HTML    146K 
37: R19         Certain Relationships and Related Party             HTML     46K 
                Transactions                                                     
38: R20         Schedule Ii Valuation and Qualifying Accounts       HTML     92K 
39: R21         Summary of Significant Accounting Policies          HTML    142K 
                (Policies)                                                       
40: R22         Summary of Significant Accounting Policies          HTML     44K 
                (Tables)                                                         
41: R23         Property, Plant and Equipment, Intangible Assets    HTML    129K 
                and Goodwill (Tables)                                            
42: R24         Investments (Tables)                                HTML     89K 
43: R25         Asset Retirement Obligation (Tables)                HTML     51K 
44: R26         Long-Term Debt (Tables)                             HTML    152K 
45: R27         Commitments and Contingencies (Tables)              HTML     64K 
46: R28         Income Taxes (Tables)                               HTML    150K 
47: R29         Shareholders' Deficit (Tables)                      HTML    202K 
48: R30         Other Information (Tables)                          HTML    169K 
49: R31         Segment Data (Tables)                               HTML    227K 
50: R32         Quarterly Results of Operations (Unaudited)         HTML    146K 
                (Tables)                                                         
51: R33         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     53K 
                Principles of Consolidation (Narrative) (Details)                
52: R34         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going  HTML     71K 
                Concern Considerations (Narrative) (Details)                     
53: R35         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     51K 
                Property, Plant and Equipment (Narrative)                        
                (Details)                                                        
54: R36         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     49K 
                Leases (Narrative) (Details)                                     
55: R37         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     42K 
                Goodwill (Narrative) (Details)                                   
56: R38         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     38K 
                Nonconsolidated Affiliates (Narrative) (Details)                 
57: R39         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other  HTML     38K 
                Investments (Narrative) (Details)                                
58: R40         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     39K 
                Revenue Recognitions (Narrative) (Details)                       
59: R41         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     40K 
                Schedule of Barter and Trade Revenues and Expenses               
                (Detail)                                                         
60: R42         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     38K 
                Advertising Expense (Narrative) (Details)                        
61: R43         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New    HTML     44K 
                Accounting Pronouncements (Narrative) (Details)                  
62: R44         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     69K 
                AND GOODWILL - Dispositions (Narrative) (Details)                
63: R45         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     56K 
                AND GOODWILL - Schedule Of Property, Plant And                   
                Equipment (Detail)                                               
64: R46         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     41K 
                AND GOODWILL - Indefinite-lived Intangible Assets                
                (Narrative) (Details)                                            
65: R47         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     48K 
                AND GOODWILL - Annual Impairment Test to                         
                Indefinite-lived Intangible Assets (Narrative)                   
                (Details)                                                        
66: R48         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     56K 
                AND GOODWILL - Schedule of Gross Carrying Amount                 
                and Accumulated Amortization of Other Intangible                 
                Assets (Detail)                                                  
67: R49         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     39K 
                AND GOODWILL - Other Intangible Assets (Narrative)               
                (Details)                                                        
68: R50         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     47K 
                AND GOODWILL - Schedule of Estimated Amortization                
                Expense (Detail)                                                 
69: R51         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     55K 
                AND GOODWILL - Annual Impairment Test to Goodwill                
                (Narrative) (Details)                                            
70: R52         PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS    HTML     78K 
                AND GOODWILL - Schedule of Changes in the Carrying               
                Amount of Goodwill (Detail)                                      
71: R53         INVESTMENTS - Summary of Investments in             HTML     94K 
                Nonconsolidated Affiliates and Available-for-sale                
                Securities (Detail)                                              
72: R54         INVESTMENTS - Narrative (Detail)                    HTML     63K 
73: R55         Asset Retirement Obligation (Detail)                HTML     59K 
74: R56         LONG-TERM DEBT - Schedule of Long-term Debt         HTML     83K 
                (Details)                                                        
75: R57         LONG-TERM DEBT - Additional Information             HTML     39K 
                (Narrative) (Details)                                            
76: R58         LONG-TERM DEBT - Schedule of Senior Secured Credit  HTML     45K 
                Facilities (Details)                                             
77: R59         LONG-TERM DEBT - Interest Rate and Fees             HTML     58K 
                (Narrative) (Details)                                            
78: R60         LONG-TERM DEBT - Collateral and Guarantees          HTML     39K 
                (Narrative) (Details)                                            
79: R61         LONG-TERM DEBT - Receivables Based Credit Facility  HTML     58K 
                (Narrative) (Details)                                            
80: R62         LONG-TERM DEBT - Schedule of Outstanding Priority   HTML     75K 
                Guarantee Notes and Subsidiary Senior Notes                      
                (Details)                                                        
81: R63         LONG-TERM DEBT - Guarantees and Security            HTML     40K 
                (Narrative) (Details)                                            
82: R64         LONG-TERM DEBT - Subsidiary Revolving Credit        HTML     48K 
                Facility Due 2018 (Narrative) (Details)                          
83: R65         LONG-TERM DEBT - 14.0% Senior Notes Due 2021        HTML     50K 
                (Narrative) (Details)                                            
84: R66         LONG-TERM DEBT - Legacy Notes (Narrative)           HTML     41K 
                (Details)                                                        
85: R67         LONG-TERM DEBT - Schedule of Outstanding Senior     HTML     54K 
                Notes (Details)                                                  
86: R68         LONG-TERM DEBT - 10.0% Senior Notes due 2018        HTML     60K 
                (Narrative) (Details)                                            
87: R69         LONG-TERM DEBT - Schedule of Future Maturities of   HTML     69K 
                Long-term Debt (Details)                                         
88: R70         LONG-TERM DEBT - Surety Bonds, Letters of Credit    HTML     45K 
                and Guarantees (Narrative) (Details)                             
89: R71         COMMITMENTS AND CONTINGENCIES - Schedule of Future  HTML     62K 
                Minimum Rental Commitments (Detail)                              
90: R72         COMMITMENTS AND CONTINGENCIES - Narrative (Detail)  HTML     38K 
91: R73         INCOME TAXES - Schedule of Significant Components   HTML     70K 
                of Provision for Income Tax Benefit (Expense)                    
                (Detail)                                                         
92: R74         INCOME TAXES - Narrative (Detail)                   HTML    116K 
93: R75         INCOME TAXES - Schedule of Significant Components   HTML     76K 
                of Deferred Tax Liabilities and Assets (Detail)                  
94: R76         INCOME TAXES - Schedule of Loss Before Income       HTML     43K 
                Taxes (Details)                                                  
95: R77         INCOME TAXES - Reconciliation of Income Tax to      HTML     88K 
                Income Tax Benefit (Detail)                                      
96: R78         INCOME TAXES - Schedule of Unrecognized Tax         HTML     50K 
                Benefits (Detail)                                                
97: R79         SHAREHOLDERS' DEFICIT - Schedule of Changes in      HTML     93K 
                Shareholders' Deficit (Detail)                                   
98: R80         SHAREHOLDERS' DEFICIT - Dividends (Narrative)       HTML     66K 
                (Details)                                                        
99: R81         SHAREHOLDERS' DEFICIT - Stock Options (Narrative)   HTML     50K 
                (Details)                                                        
100: R82         SHAREHOLDERS' DEFICIT - Schedule of Stock Options   HTML    116K  
                Outstanding and Stock Option Activity (Detail)                   
101: R83         SHAREHOLDERS' DEFICIT - Summary of Unvested         HTML     66K  
                Options and Changes (Detail)                                     
102: R84         SHAREHOLDERS' DEFICIT - Restricted Stock Awards     HTML     39K  
                (Narrative) (Details)                                            
103: R85         SHAREHOLDERS' DEFICIT - Summary of Restricted       HTML     67K  
                Stock Outstanding and Restricted Stock Activity                  
                (Detail)                                                         
104: R86         SHAREHOLDERS' DEFICIT - CCOH Stock Options          HTML     41K  
                (Narrative) (Details)                                            
105: R87         SHAREHOLDERS' DEFICIT - Schedule of Assumptions     HTML     50K  
                Used to Calculate Fair Value of Options (Detail)                 
106: R88         SHAREHOLDERS' DEFICIT - CCOH Restricted Stock       HTML     44K  
                Awards (Narrative) (Details)                                     
107: R89         SHAREHOLDERS' DEFICIT - Share-Based Compensation    HTML     51K  
                Cost (Narrative) (Details)                                       
108: R90         Employee Stock and Savings Plans (Detail)           HTML     46K  
109: R91         OTHER INFORMATION - Components of Other Income      HTML     46K  
                (Expense) (Detail)                                               
110: R92         OTHER INFORMATION - Schedule of Increase            HTML     42K  
                (Decrease) in Other Comprehensive Income (Loss)                  
                (Detail)                                                         
111: R93         OTHER INFORMATION - Components of Other Current     HTML     45K  
                Assets (Detail)                                                  
112: R94         OTHER INFORMATION - Components of Other Assets      HTML     61K  
                (Detail)                                                         
113: R95         OTHER INFORMATION - Components of Other Long-Term   HTML     55K  
                Liabilities (Detail)                                             
114: R96         OTHER INFORMATION - Components of Accumulated       HTML     50K  
                Other Comprehensive Loss, Net of Tax (Detail)                    
115: R97         SEGMENT DATA - Schedule of Operating Segment        HTML    141K  
                Results (Detail)                                                 
116: R98         SEGMENT DATA - Narrative (Detail)                   HTML     50K  
117: R99         Quarterly Results of Operations (Unaudited)         HTML     96K  
                (Detail)                                                         
118: R100        Certain Relationships and Related Party             HTML     71K  
                Transactions (Detail)                                            
119: R101        SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS -     HTML     47K  
                Allowance for Doubtful Accounts (Details)                        
120: R102        SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS -     HTML     47K  
                Deferred Tax Asset Valuation Allowance (Details)                 
121: R103        SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS -     HTML     46K  
                Narrative (Details)                                              
123: XML         IDEA XML File -- Filing Summary                      XML    225K  
122: EXCEL       IDEA Workbook of Financial Reports                  XLSX    147K  
13: EX-101.INS  XBRL Instance -- cik0000739708-20161231              XML   4.32M 
15: EX-101.CAL  XBRL Calculations -- cik0000739708-20161231_cal      XML    336K 
16: EX-101.DEF  XBRL Definitions -- cik0000739708-20161231_def       XML   1.07M 
17: EX-101.LAB  XBRL Labels -- cik0000739708-20161231_lab            XML   2.33M 
18: EX-101.PRE  XBRL Presentations -- cik0000739708-20161231_pre     XML   1.56M 
14: EX-101.SCH  XBRL Schema -- cik0000739708-20161231                XSD    239K 
124: ZIP         XBRL Zipped Folder -- 0000739708-17-000005-xbrl      Zip    392K

‘EX-4.23’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 4.23 - Second Supplemental Indenture, dated as of November 28, 2016, to Indenture dated as of February 23, 2011, among certain subsidiary guarantors named therein, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent, paying agent, registrar, authentication agent and transfer agent.

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 28, 2016, among Clear Channel Metro, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of iHeartCommunications, Inc. (f/k/a Clear Channel Communications, Inc.), a Texas corporation (the “Issuer”), Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), a national banking association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Collateral Agent, Paying Agent, Registrar, Authentication Agent and Transfer Agent.

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 23, 2011, providing for the issuance of an unlimited aggregate principal amount of 9.0% Priority Guarantee Notes due 2021 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of each Guaranteeing Subsidiary or any of its

direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including each Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture, any Security Document or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS THEREOF.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and each Guaranteeing Subsidiary.

(8) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by such Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, each Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(9) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in the Indenture or in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.




CLEAR CHANNEL METRO, LLC
By:		/s/ *Brian Coleman*
	Name:	Brian Coleman
	Title:	Senior Vice President, Treasurer and Assistant Secretary



	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	By:	/s/ *W. Thomas Morris, II*
		Name: W. Thomas Morris, II
		Title: Vice President



	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, Paying Agent, Registrar, Authentication Agent and Transfer Agent

	By: *DEUTSCHE BANK NATIONAL* TRUST COMPANY
	By:		/s/ *Irina Golovashchuck*
		Name:	Irina Golovashchuck
		Title:	Vice President

	By:		/s/ *Debra A. Schwalb*
		Name:	Debra A. Schwalb
Title: Vice President

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/23/17	8-K
For Period end:	12/31/16	10-K/A
	11/28/16	8-K
	2/23/11	8-K
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/28/17  SEC                               UPLOAD¶     9/26/17    1:35K  iHeartCommunications, Inc.
 8/02/17  SEC                               UPLOAD¶     9/26/17    1:133K iHeartCommunications, Inc.

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Filing Submission 0000739708-17-000005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)