iHeartMedia 2012 Annual Report Download - page 54

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Receivables Based Credit Facility
As of December 31, 2012, we had no borrowings outstanding under our receivables based credit facility. On June 8, 2011, we
made a voluntary paydown of all amounts outstanding under this facility using cash on hand. Our voluntary paydown did not reduce
our commitments under this facility and we may reborrow under this facility at any time. The agreement was amended and restated
on December 24, 2012.
The receivables based credit facility provides revolving credit commitments of $535.0 million, subject to a borrowing base.
The borrowing base at any time equals 90% of our and certain of our subsidiaries’ eligible accounts receivable. The receivables based
credit facility includes a letter of credit sub-facility and a swingline loan sub-facility.
We and certain subsidiary borrowers are the borrowers under the receivables based credit facility. We have the ability to
designate one or more of our 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.
Interest Rate and Fees
Borrowings under the receivables based credit facility bear interest at a rate per annum equal to an applicable margin plus, at
our option, either (1) a base rate determined by reference to the highest of (a) the prime rate of Citibank, N.A. and (b) the Federal
Funds rate plus 0.50% or (2) a Eurocurrency rate determined by reference to the rate (adjusted for statutory reserve requirements for
Eurocurrency liabilities) for Eurodollar deposits for the interest period relevant to such borrowing. The initial applicable margin for
borrowings under the receivables based credit facility is 1.75% with respect to Eurocurrency borrowings and 0.75% with respect to
base-rate borrowings. The applicable margin for borrowings under the receivables based credit facility ranges from 1.50% to 2.00%
for Eurocurrency borrowings and from 0.50% to 1.00% for base-rate borrowings, depending on average excess availability under the
receivables based credit facility during the prior fiscal quarter.
In addition to paying interest on outstanding principal under the receivables based credit facility, we are required to pay a
commitment fee to the lenders under the receivables based credit facility in respect of the unutilized commitments thereunder. The
initial commitment fee rate is 0.375% per annum. The commitment fee rate will be reduced to 0.25% per annum at any time when the
average daily unused commitments for the prior quarter is less than 50% of total commitments. We must also pay customary letter of
credit fees.
Maturity
Borrowings under the receivables based credit facility will mature, and lending commitments thereunder will terminate, on
the fifth anniversary of the effectiveness of the receivables based credit facility (December 24, 2017), provided that, (a) the maturity
date will be October 31, 2015 if on October 30, 2015, greater than $500.0 million in aggregate principal amount is owing under certain
of our term loan credit facilities, (b) the maturity date will be May 3, 2016 if on May 2, 2016 greater than $500.0 million aggregate
principal amount of our 10.75% senior cash pay notes due 2016 and 11.00%/11.75% senior toggle notes due 2016 are outstanding and
(c) in the case of any debt under clauses (a) and (b) that is amended or refinanced in any manner that extends the maturity date of such
debt to a date that is on or before the date that is five years after the effectiveness of the receivables based credit facility, the maturity
date will be one day prior to the maturity date of such debt after giving effect to such amendment or refinancing if greater than
$500,000,000 in aggregate principal amount of such debt is outstanding.
Prepayments
If at any time the sum of the outstanding amounts under the receivables based credit facility exceeds the lesser of (i) the
borrowing base and (ii) the aggregate commitments under the 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 the receivables based credit
facility.
Guarantees and Security
The facility is guaranteed by, subject to certain exceptions, the guarantors of our 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 our 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 certain of our senior notes (the “legacy notes”), and certain