iHeartMedia 2011 Annual Report Download - page 48

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amount of certain principal prepayments made in respect of the term loans under the senior secured credit facilities. Availability of
such incremental term loans or revolving credit commitments is subject, among other things, to the absence of any default, pro forma
compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.
We are the primary borrower under the senior secured credit facilities, except that certain of our domestic restricted
subsidiaries are co-borrowers under a portion of the term loan facilities. We also have the ability to designate one or more of our
foreign restricted subsidiaries in certain jurisdictions as borrowers under the revolving credit facility, subject to certain conditions and
sublimits and have so designated certain subsidiaries in the Netherlands and the United Kingdom.
I
nterest Rate and Fees
Borrowings under our senior secured credit facilities 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 or (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 percentages applicable to the term loan facilities and revolving credit facility are the following percentages per
annum:
The margin percentages are subject to adjustment based upon our leverage ratio.
We are required to pay each revolving credit lender a commitment fee in respect of any unused commitments under the
revolving credit facility, which is currently 0.50% per annum, but subject to adjustment based on our leverage ratio. The delayed draw
term facilities are fully drawn, therefore there are currently no commitment fees associated with any unused commitments thereunder.
Prepayments
The senior secured credit facilities require us to prepay outstanding term loans, subject to certain exceptions, with:
The foregoing prepayments with the net cash proceeds of certain incurrences of debt and annual excess cash flow will be
applied (i) first to the term loans other than the term loan C - asset sale facility loans (on a pro rata basis) and (ii) second to the term
loan C - asset sale facility loans, in each case to the remaining installments thereof in direct order of maturity. The foregoing
prepayments with the net cash proceeds of the sale of assets (including casualty and condemnation events) will be applied (i) first to
the term loan C - asset sale facility loans and (ii) second to the other term loans (on a pro rata basis), in each case to the remaining
installments thereof in direct order of maturity.
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.
45
•
with respect to loans under the term loan A facility and the revolving credit facility, (i) 2.40% in the case of base rate
loans and (ii) 3.40% in the case of Eurocurrenc
y
rate loans; and
•
with respect to loans under the term loan B facility, term loan C - asset sale facility and delayed draw term loan
facilities, (i) 2.65%, in the case of base rate loans and (ii) 3.65%, in the case of Eurocurrenc
y
rate loans.
•
50% (which percentage may be reduced to 25% and to 0% based upon our leverage ratio) of our annual excess cash flow
(as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of term loans and
revolving credit loans (to the extent accompanied by a permanent reduction of the commitment) and subject to
customar
y
credits;
•
100% of the net cash proceeds of sales or other dispositions of specified assets being marketed for sale (including
casualt
y
and condemnation events), sub
j
ect to certain exce
p
tions;
•
100% (which percentage may be reduced to 75% and 50% based upon our leverage ratio) of the 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, sub
j
ect to reinvestment ri
g
hts and certain other exce
p
tions; and
•
100% of the net cash proceeds of (i) any incurrence of certain debt, other than debt permitted under our senior secured
credit facilities, (ii) certain securitization financing and (iii) certain issuances of Permitted Additional Notes (as defined
in the senior secured credit facilities).