iHeartMedia 2011 Annual Report Download - page 85

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
P
repayments
The senior secured credit facilities require Clear Channel 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.
Clear Channel 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.
A
mortization of Term Loans
Clear Channel is required to repay the loans under the term loan facilities, after giving effect to (1) the December 2009 prepayment of
$2.0 billion of term loans with proceeds from the issuance of subsidiary senior notes discussed elsewhere in this Note 5 and, (2) the
February 2011 prepayment of $500.0 million of revolving credit facility and term loans with the proceeds of the February 2011
Offering discussed elsewhere in this Note 5, as follows:
* Balance of Tranche A Term Loan is due July 30, 2014
** Balance of Tranche B Term Loan, Tranche C Term Loan, Delayed Draw 1 Term Loan and Delayed Draw 2 Term Loan are due
January 29, 2016
Collateral and Guarantees
The senior secured credit facilities are guaranteed by Clear Channel and each of Clear Channel’s existing and future material wholly-
owned domestic restricted subsidiaries, subject to certain exceptions.
All obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured, subject to permitted
liens, including prior liens permitted by the indenture governing the Clear Channel senior notes, and other exceptions, by:
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50% (which percentage may be reduced to 25% and to 0% based upon Clear Channel’s leverage ratio) of Clear
Channel’s 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 sub
j
ect 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 Clear Channel’s leverage ratio) of the net cash
proceeds of sales or other dispositions by Clear Channel or its wholly-owned restricted subsidiaries of assets other than
s
p
ecified assets bein
g
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 Clear Channel’s
senior secured credit facilities. (ii) certain securitization financing and (iii) certain issuances of Permitted Additional
Notes (as defined in the senior secured credit facilities).
(In millions)
Year
Tranche A
Term Loan
Amortization*
Tranche B
Term Loan
Amortization**
Tranche C
Term Loan
Amortization**
Delayed Draw
1 Term Loan
Amortization**
Delayed Draw
2 Term Loan
Amortization**
2012
–
–
$1.0
–
–
2013
$ 88.5
–
$ 12.2
–
–
2014 $998.6
–
$7.0
–
–
2015
–
–
$3.4
–
–
2016
–
$8,735.9 $647.2 $568.6 $408.2
Total $ 1,087.1 $ 8,735.9 $ 670.8 $ 568.6 $ 408.2