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CCMO > SEC Filings for CCMO > Form 8-K on 4-Jun-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Creation of a Direct Financial

Item 1.01. Entry into a Material Definitive Agreement

On May 31, 2013, Clear Channel Communications, Inc. (the "Company"), a Texas corporation and indirect subsidiary of CC Media Holdings Inc., entered into an amendment (the "Amendment") to its cash flow credit facility with each of the parties thereto. Pursuant to the Amendment, certain Term Loan B lenders and Term Loan C lenders agreed to extend a portion of their loans due 2016 through the creation of a new $5.0 billion Term Loan D facility due January 30, 2019. The Amendment also permits the Company to make AHYDO catch-up payments beginning in May 2018 with respect to the new Term Loan D facility and any notes issued in connection with the Company's previously announced exchange offer with respect to its outstanding 10.75% Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle Notes due 2016.

Upon the closing of the offer, the Company's cash flow credit facility consisted of an approximately $3.0 billion Term Loan B facility which matures on January 30, 2016, an approximately $198.2 million Term Loan C facility which matures on January 30, 2016 and a $5.0 billion Term Loan D facility which matures on January 30, 2019.

The new Term Loan D facility has the same security and guarantee package as the outstanding Term Loans B and C and borrowings under the new Term Loan D facility bear interest at a rate equal to, at the Company's option, adjusted LIBOR plus 6.75% or a base rate plus 5.75%.

The description of the Amendment contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above relating to the Amendment and the Term Loan D facility is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On May 31, 2013, the Company issued a press release announcing the closing of the offer and the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

10.1    Amendment No. 2 to Amended and Restated Credit Agreement, dated as of
        May 31, 2013, by and among Clear Channel Communications, Inc., Clear
        Channel Capital I, LLC, the subsidiary co-borrowers party thereto, the
        foreign subsidiary revolving borrowers thereto, Citibank, N.A. as
        Administrative Agent, the lenders from time to time party thereto and the
        other agents party thereto (Incorporated by reference from Exhibit 10.1 to
        Clear Channel Communications, Inc.'s Current Report on Form 8-K filed on
        June 3, 2013).

99.1    Press release of Clear Channel Communications, Inc., issued May 31, 2013
        (Incorporated by reference from Exhibit 99.1 to Clear Channel
        Communications, Inc.'s Current Report on Form 8-K filed on June 3, 2013).

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