iHeartMedia 2012 Annual Report Download - page 52

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The foregoing prepayments with the net cash proceeds of any incurrence of certain debt, other than debt permitted under our
senior secured credit facilities, certain securitization financing, issuances of Permitted Additional Notes and annual excess cash flow
will be applied, at our option, to the term loans (on a pro rata basis, other than that non-extended classes of term loans may be prepaid
prior to any corresponding extended class), in each case (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 net cash proceeds of issuances of Permitted Unsecured Notes and Permitted
Senior Secured Notes and Net Cash Proceeds received by us as a distribution from indebtedness incurred by CCOH will be applied
(i) to the term loan A in a manner determined by us, and (ii) to the term loans (on a pro rata basis), 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.
On October 31, 2012, we repaid and permanently cancelled the commitments under our revolving credit facility, which was
set to mature July 2014.
Amortization of Term Loans
We are required to repay the loans under the term loan facilities, after giving effect to (i) the December 2009 prepayment of
$2.0 billion of term loans with proceeds from the issuance of CCWH’s Existing Senior Notes, (ii) the February 2011 prepayment of
$500.0 million of revolving credit facility and term loans with the proceeds of the February 2011 Offering, (iii) the first quarter of
2012 $1.9 billion prepayment from CCOH dividend proceeds discussed elsewhere in this MD&A, (iv) the October 2012 refinancing
transaction discussed elsewhere in this MD&A, and (v) the November 2012 $215.0 million prepayment of term loan A discussed
elsewhere in this MD&A, as follows:
(In millions)
Tranche A
Term
Tranche B
Term
Tranche C
Term
Loan
Loan
Loan
Year
Amortization*
Amortization**
Amortization**
2013
-
-
$
2.8
2014
$
846.9
-
$
7.0
2015
-
-
$
3.4
2016
-
$
7,714.9
$
500.5
2017
-
-
-
Total
$
846.9
$
7,714.9
$
513.7
*Balance of Tranche A Term Loan is due July 30, 2014
**Balance of Tranche B Term Loan and Tranche C Term Loan are due January 29, 2016
Collateral and Guarantees
The senior secured credit facilities are guaranteed by us and each of our 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 our senior notes, and other exceptions, by:
• a lien on our capital stock;
• 100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted
Subsidiary” under the indenture governing our senior notes;
• certain assets that do not constitute “principal property” (as defined in the indenture governing our senior notes);
• certain specified assets of ours and the guarantors that constitute “principal property” (as defined in the indenture governing
our senior notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be