iHeartMedia 2011 Annual Report Download - page 51

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. Any voluntary prepayments we make will not reduce
our commitments under this facility.
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.
P
riority Guarantee Notes
As of December 31, 2011, we had outstanding $1.75 billion aggregate principal amount of 9.0% Priority Guarantee Notes
due 2021.
The Priority Guarantee Notes mature on March 1, 2021 and bear interest at a rate of 9.0% per annum, payable semi-
annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2011. The Priority Guarantee Notes are our
senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the guarantors named in the
indenture. The Priority Guarantee Notes and the guarantors’ obligations under the guarantees are secured by (i) a lien on (a) our
capital stock and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture
governing our senior notes), in each case equal in priority to the liens securing the obligations under our senior secured credit
facilities, subject to certain exceptions, and (ii) a lien on the accounts receivable and related assets securing our receivables based
credit facility junior in priority to the lien securing our obligations thereunder, subject to certain exceptions.
We may redeem the Priority Guarantee Notes at our option, in whole or part, at any time prior to March 1, 2016, at a price
equal to 100% of the principal amount of the Priority Guarantee Notes redeemed, plus accrued and unpaid interest to the redemption
date and plus an applicable premium. We may redeem the Priority Guarantee Notes, in whole or in part, on or after March 1, 2016, at
the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before
March 1, 2014, we may elect to redeem up to 40% of the aggregate principal amount of the Priority Guarantee Notes at a redemption
price equal to 109.0% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds
of one or more equity offerings.
The indenture governing the Priority Guarantee Notes contains covenants that limit our ability and the ability of our
restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur
additional debt or issue certain preferred stock; (iii) modify any of our existing senior notes; (iv) transfer or sell assets; (v) engage in
certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and
(vii) merge, consolidate or sell substantially all of our assets. The indenture contains covenants that limit Clear Channel Capital I,
LLC’s and our ability and the ability of our restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially
impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders
of the Priority Guarantee Notes. The indenture also provides for customary events of default.
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