During the nine months ended September 30, 2013, subsidiaries of the Company entered into the following debt transactions:

Clear Channel Communications, Inc. (a subsidiary of CC Media Holdings, Inc.)
  • Issued $575 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021.
  • Repaid 5.75% senior notes at maturity for $312 million.
  • Repaid all $847 million outstanding under term loan A under the senior secured credit facilities.
  • Extended $5.0 billion of Term Loan B and Term Loan C facilities due 2016 through a new Term Loan D facility due 2019.
  • Exchanged $348.1 million of existing 10.75% Senior Cash Pay Notes due 2016 for $348.0 million of newly-issued Senior Notes due 2021. Exchanged $917.2 million of 11.00%/11.75% Senior Toggle Notes due 2016 for $64.2 million in cash and $853.0 million in new Senior Notes due 2021; as part of the transaction, a subsidiary of the Company exchanged $452.7 million of 11.00%/11.75% Senior Toggle Notes due 2016 for $31.7 million in cash and $421.0 million in new Senior Notes due 2021. The new Senior Notes due 2021 have a cash coupon of 12.0% and a payment in kind coupon of 2.0%.

Clear Channel Outdoor Holdings, Inc. (a subsidiary of CC Media Holdings, Inc.)
  • Entered into a $75 million five-year senior secured revolving credit facility for working capital, to issue letters of credit and for other general corporate purposes. At September 30, 2013, there were no amounts outstanding under the revolving credit facility.

The senior secured credit facilities require Clear Channel to comply on a quarterly basis with a financial covenant limiting the ratio of consolidated secured debt, net of cash and cash equivalents, to consolidated EBITDA (as defined by Clear Channel’s senior secured credit facilities) for the preceding four quarters. Clear Channel’s secured debt consists of the senior secured credit facilities, the receivables-based credit facility, the priority guarantee notes and certain other secured subsidiary debt. As required by the definition of consolidated EBITDA in Clear Channel’s senior secured credit facilities, Clear Channel’s consolidated EBITDA for the preceding four quarters of $2.0 billion is calculated as operating income (loss) before depreciation, amortization, impairment charges and other operating income (expense), net plus share-based compensation and is further adjusted for the following items: (i) costs incurred in connection with the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities; (ii) extraordinary, non-recurring or unusual gains or losses or expenses and severance; (iii) non-cash charges; (iv) cash received from nonconsolidated affiliates; and (v) various other items.

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