iHeartMedia 2014 Annual Report Download - page 49

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The foregoing prepayments with the net cash proceeds of any incurrence of certain debt, other than debt permitted under our
senior secured credit facilities, certain securitization financing, issuances of Permitted Additional Notes and annual excess cash flow
will be applied, at our option, to the Term Loans (on a pro rata basis, other than that non-extended classes of Term Loans may be
prepaid prior to any corresponding extended class), in each case (i) first to the Term Loans outstanding under Term Loan B and
(ii) one of (w) second, to outstanding Term Loan C—asset sale facility loans; third, to outstanding Term Loan D; and fourth, to
outstanding Term Loan E, or (x) second, to outstanding Term Loan C—asset sale facility loans; third, to outstanding Term Loan E;
and fourth, to outstanding Term Loan D, or (y) second, to outstanding Term Loan C—asset sale facility loans; and third, ratably to
outstanding Term Loan D and Term Loan E, or (z) second, ratably to outstanding Term Loan C—asset sale facility loans, Term
Loan D and Term Loan E. In each case to the remaining installments thereof in direct order of maturity for the Term Loan C—asset
sale facility loans.
The foregoing prepayments with net cash proceeds of sales or other dispositions by us or our wholly-owned restricted
subsidiaries of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions,
will be applied (i) first to the Term Loan C—asset sale facility loans in direct order of maturity, and (ii) one of (w) second, to
outstanding Term Loan B; third, to outstanding Term Loan D; and fourth, to outstanding Term Loan E, or (x) second, to outstanding
Term Loan B; third, to outstanding Term Loan E; and fourth, to outstanding Term Loan D, or (y) second, to outstanding Term
Loan B; and third, ratably to outstanding Term Loan D and Term Loan E, or (z) second, ratably to outstanding Term Loan B, Term
Loan D and Term Loan E.
The foregoing prepayments with net cash proceeds of issuances of Permitted Unsecured Notes and Permitted Senior Secured
Notes and Net Cash Proceeds received by us as a distribution from indebtedness incurred by CCOH will be applied (i) first, ratably to
outstanding Term Loan B and Term Loan C in direct order of maturity, second, to the outstanding Term Loan D and, third, to
outstanding Term Loan E, (ii) first, ratably to outstanding Term Loan B and Term Loan C in direct order of maturity, second, to the
outstanding Term Loan E and, third, to outstanding Term Loan D, (iii) first, ratably to outstanding Term Loan B and Term Loan C in
direct order of maturity and, second, ratably to outstanding Term Loan D and Term Loan E or (iv) ratably to outstanding Term Loan
B, Term Loan C, Term Loan D and Term Loan E.
We may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty,
other than customary “breakage” costs with respect to Eurocurrency rate loans.
Amendments
On October 25, 2012, we amended the terms of our senior secured credit facilities (the “Amendments”). The Amendments,
among other things: (i) permit exchange offers of Term Loans for new debt securities in an aggregate principal amount of up to
$5.0 billion (including the $2.0 billion of 9.0% priority guarantee notes due 2019 issued in October 2012 as described under “—
Sources of Capital—Refinancing Transactions” below); (ii) provide us with greater flexibility to prepay tranche A Term Loans;
(iii) following the repayment or extension of all tranche A Term Loans, permit below par non-pro rata purchases of Term Loans
pursuant to customary Dutch auction procedures whereby all lenders of the class of Term Loans offered to be purchased will be
offered an opportunity to participate; (iv) following the repayment or extension of all tranche A Term Loans, permit the repurchase of
junior debt maturing before January 2016 with cash on hand in an amount not to exceed $200.0 million; (v) combine the Term
Loan B, the delayed draw Term Loan 1 and the delayed draw Term Loan 2 under the senior secured credit facilities; (vi) preserve
revolving credit facility capacity in the event we repay all amounts outstanding under the revolving credit facility; and (vii) eliminate
certain restrictions on the ability of CCOH and its subsidiaries to incur debt. On October 31, 2012, we repaid and permanently
cancelled the commitments under our revolving credit facility, which was set to mature in July 2014.
On February 28, 2013, we repaid all $846.9 million of loans outstanding under our Term Loan A facility.
On May 31, 2013, we further amended the terms of our senior secured credit facilities by extending a portion of Term Loan B
and Term Loan C loans due 2016 through the creation of a new $5.0 billion Term Loan D due January 30, 2019. The amendment also
permitted us to make applicable high yield discount obligation catch-up payments beginning after May 2018 with respect to the new
Term Loan D and beginning in June 2018 with respect to the 14.0% Senior Notes due 2021, which were issued in connection with the
exchange of a portion of the Senior Cash Pay Notes and Senior Toggle Notes.
In connection with the December 2013 refinancing discussed later, we further amended the terms of our senior secured credit
facilities on December 18, 2013, to extend a portion of the Term Loan B and Term Loan C due 2016 through the creation of a new
$1.3 billion Term Loan E due July 30, 2019.