iHeartMedia 2011 Annual Report Download - page 87

CLEAR CHANNEL CAPITAL I, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
All borrowings under the receivables based credit facility are subject to the absence of any default, the accuracy of representations
and warranties and compliance with the borrowing base. In addition, borrowings under the receivables based credit facility, excluding
the initial borrowing, are subject to compliance with a minimum fixed charge coverage ratio of 1.0:1.0 if at any time excess
availability under the receivables based credit facility is less than $50 million, or if aggregate excess availability under the receivables
based credit facility and revolving credit facility is less than 10% of the borrowing base.
Clear Channel and certain subsidiary borrowers are the borrowers under the receivables based credit facility. Clear Channel has the
ability to designate one or more of its 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.
I
nterest Rate and Fees
Borrowings under the receivables based credit facility bear interest at a rate equal to an applicable margin plus, at Clear Channel’s
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 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 Clear Channel’s leverage ratio of total debt to EBITDA decreases below 7
to 1.
Clear Channel is 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 Clear Channel’s leverage ratio.
P
repayments
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, Clear Channel will be required to repay outstanding loans and cash collateralize letters of credit in an
aggregate amount equal to such excess.
Clear Channel 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 Clear Channel
makes will not reduce its 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 Clear Channel’s 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 the Clear Channel 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 the senior secured credit facilities.
Priority Guarantee Notes
As of December 31, 2011, Clear Channel 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 Clear Channel’s
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) the
capital stock of Clear Channel and (b) certain property and related assets that do not constitute
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