iHeartMedia 2010 Annual Report Download - page 52

We and certain subsidiary borrowers are the borrowers under the receivables based credit facility. We have the ability to
designate one or more of our restricted subsidiaries as borrowers under the receivables based credit facility. The receivables based
credit facility loans and letters of credit are available in U.S. dollars.
Borrowings under the receivables based credit facility bear interest at a rate equal to an applicable margin plus, at our option,
either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative
agent and (B) the Federal funds effective rate from time to time plus 0.50%, or (ii) a Eurocurrency rate determined by reference to the
costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.
The margin percentage applicable to the receivables based credit facility is (i) 1.40%, in the case of base rate loans and
(ii) 2.40% in the case of Eurocurrency rate loans subject to adjustment if our leverage ratio of total debt to EBITDA decreases below
7 to 1.
We are required to pay each lender a commitment fee in respect of any unused commitments under the receivables based credit
facility, which is currently 0.375% per annum, subject to adjustment based on our leverage ratio.
Prepayments
If at any time the sum of the outstanding amounts under the receivables based credit facility (including the letter of credit
outstanding amounts and swingline loans thereunder) exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments
under the receivables based credit facility, we will be required to repay outstanding loans and cash collateralize letters of credit in an
aggregate amount equal to such excess.
We may voluntarily repay outstanding loans under the receivables based credit facility at any time without premium or penalty,
other than customary “breakage” costs with respect to Eurocurrency rate loans.
Collateral and Guarantees
The receivables based credit facility is guaranteed by, subject to certain exceptions, the guarantors of the senior secured credit
facilities. All obligations under the receivables based credit facility, and the guarantees of those obligations, are secured by a
perfected security interest in all of our and all of the guarantors’ accounts receivable and related assets and proceeds thereof, that is
senior to the security interest of the senior secured credit facilities in such accounts receivable and related assets and proceeds thereof,
subject to permitted liens, including prior liens permitted by the indenture governing our senior notes, and certain exceptions.
The receivables based credit facility includes negative covenants, representations, warranties, events of default, and termination
provisions substantially similar to those governing our senior secured credit facilities.
Senior Cash Pay Notes and Senior Toggle Notes
As of December 31, 2010, we had outstanding $796.3 million aggregate principal amount of 10.75% senior cash pay notes due
2016 and $829.8 million aggregate principal amount of 11.00%/11.75% senior toggle notes due 2016.
The senior cash pay notes and senior toggle notes are unsecured and are guaranteed by Clear Channel Capital I and all of our
existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions. The senior toggle notes
mature on August 1, 2016 and may require a special redemption of up to $30.0 million on August 1, 2015. We may elect on each
interest election date to pay all or 50% of such interest on the senior toggle notes in cash or by increasing the principal amount of the
senior toggle notes or by issuing new senior toggle notes (such increase or issuance, “PIK Interest”). Interest on the senior toggle
notes payable in cash will accrue at a rate of 11.00% per annum and PIK Interest will accrue at a rate of 11.75% per annum.
We may redeem some or all of the senior cash pay notes and senior toggle notes at any time prior to August 1, 2012, at a price
equal to 100% of the principal amount of such notes plus accrued and unpaid interest thereon to the redemption date and an
“applicable premium,” as described in the indenture governing such notes. We may redeem some or all of the senior cash pay notes
and senior toggle notes at any time on or after August 1, 2012 at the redemption prices set forth in the indenture governing such notes.
In addition, we may redeem up to 40% of any series of the outstanding senior cash pay notes and senior toggle notes at any time on or
prior to August 1, 2011 with the net cash proceeds raised in one or more equity offerings. If we undergo a change of control, sell
certain of our assets, or issue certain debt, we may be required to offer to purchase the senior cash pay notes and senior toggle notes
from holders.
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