SUBORDINATED PROMISSORY NOTE IN AMOUNT OF $1.39 BILLION
Published on September 26, 2005
Exhibit 10.7
SUBORDINATED PROMISSORY NOTE
$ 1,390,000,000
|
Effective January 1, 2003 |
FOR VALUE RECEIVED, the undersigned Clear Channel Outdoor, Inc., its successors and assigns,
(Maker) hereby promises to pay to the order of Clear Channel Communications, Inc., a Texas
corporation (Holder), at its corporate offices at 200 E. Basse Rd, San Antonio, Texas 78209, the
principal sum of one billion three hundred and ninety million dollars ($1,390,000,000), together
with interest on the unpaid principal balance from the date of this Note to December 31, 2017 (the
Intended Maturity Date) at an interest rate (the Rate) equal to ten percent (10%) per annum.
On the first day of each year following the date of this Note, Maker shall pay interest at
the Rate on the outstanding principal balance during each day of the immediately preceding
calendar year. All principal, together with accrued and unpaid interest thereon shall be due and
payable on the Maturity Date (defined below).
The maturity date (the Maturity Date) of this Note shall be the earlier of:
(a)
a date five days after the due date for any payment of any
installment of interest or the payment of any other obligation
contained within this Note, or any document delivered as security
herefor or in connection herewith, or any portion thereof, if upon
such date payment has not been received by the Holder in
accordance with the terms hereof or thereof; or
(b)
the Intended Maturity Date.
Each annual payment shall be credited first to interest then accrued and the remainder, if
any, to principal, and interest shall thereupon cease to accrue upon the principal paid.
Notwithstanding any provision contained herein to the contrary, the principal indebtedness
evidenced by this Note shall be subordinated and junior in right of payment to, and only to, any
and all obligations of Maker in respect of indebtedness for borrowed money, whether such
obligations are direct or indirect, absolute or contingent, due or to become due, presently
outstanding or hereafter created, and any and all renewals of such obligations, by operation of law
or otherwise, unless the instrument creating or evidencing any such obligation expressly provides
that the obligation created or evidenced thereby is not senior in right of payment to this Note.
Nothing contained in this paragraph shall impair, as between the Maker and the Holder, the
obligation of the Maker, which is unconditional and absolute, to pay to said Holder the principal
amount of this Note in accordance with the terms hereof, subject only to the rights of certain
holder(s) of indebtedness of the Maker as described herein.
If, upon five days after the due date for any payment of any installment of interest or the
payment of any other obligation contained within this Note, or any portion thereof, such payment
has not been received by the Holder in accordance with the terms hereof, then all of said principal
and interest shall mature and become at once due and payable without further notice, demand or
presentment for payment, together with all reasonable costs incurred by the Holder hereof in
collecting or enforcing payment hereof (excluding, however Holders attorneys fees if prohibited
by law). Holder shall not be obligated to notify Maker of the non-payment of any installment of
interest or the non-payment of any other obligation contained in this Note. Maker hereby agrees
that it is intended by this provision and this instrument that a default hereunder shall cause an
automatic and immediate acceleration and maturity of the indebtedness represented hereby without
election on the part of or notice from the Holder.
This Note shall be governed by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this instrument of indebtedness effective
the day and year first written above.
BY: | /s/ Brian Coleman | |||||
Brian Coleman | ||||||
Vice President, Treasurer |