| Schedule of Long-Term Debt Instruments |
The following is a summary of the Company's indebtedness. | | | | | | | | | | | | | | | | | | Original Issue Date | | Contractual Maturity Date | | Outstanding Balance as of December 31, | | Stated Interest Rate as of December 31, | | | | | 2013 | | 2012 | | 2013 | (a) | Bank debt – variable rate: | | | | | | | | | | | 2012 Revolver | Jan. 2012 | | Nov. 2018/Jan. 2019 | (d) | $ | 374,000 |
| (b) | $ | 1,253,000 |
| | 2.2 | % | (c) | Tranche A Term Loans | Jan. 2012 | | Nov. 2018/Jan. 2019 | (d) | 662,500 |
| | 481,250 |
| | 2.2 | % | (c) | Tranche B Term Loans | Jan. 2012 | | Jan. 2019/2021 | (e) | 2,864,150 |
| | 1,584,000 |
| | 3.3 | % | (f) | Total bank debt | | | | | 3,900,650 |
| | 3,318,250 |
| | | | Securitized debt – fixed rate: | | | | | | | | | | | January 2010 Tower Revenue Notes | Jan. 2010 | | 2035-2040 | (g) | 1,900,000 |
| | 1,900,000 |
| | 5.8 | % | (g) | August 2010 Tower Revenue Notes | Aug. 2010 | | 2035-2040 | (g) | 1,550,000 |
| | 1,550,000 |
| | 4.5 | % | (g) | 2009 Securitized Notes | July 2009 | | 2019/2029 | (h) | 179,792 |
| | 198,463 |
| | 7.3 | % | | WCP Securitized Notes | Jan. 2010 | | Nov. 2040 | (i) | 286,171 |
| | 307,739 |
| | 5.6 | % | (j) | Total securitized debt | | | | | 3,915,963 |
| | 3,956,202 |
| | | | Bonds – fixed rate: | | | | | | | | | | | 9% Senior Notes | Jan. 2009 | | Jan. 2015 | | — |
| | 304,718 |
| | N/A |
| | 7.75% Secured Notes | Apr. 2009 | | May 2017 | | — |
| | 291,394 |
| | N/A |
| | 7.125% Senior Notes | Oct. 2009 | | Nov. 2019 | | 498,332 |
| | 498,110 |
| | 7.1 | % | (k) | 5.25% Senior Notes | Oct. 2012 | | Jan. 2023 | | 1,649,970 |
| | 1,650,000 |
| | 5.3 | % | | 2012 Secured Notes | Dec. 2012 | | 2017/2023 | (m) | 1,500,000 |
| | 1,500,000 |
| | 3.4 | % | | Total bonds | | | | | 3,648,302 |
| | 4,244,222 |
| | | | Other: | | | | | | | | | | | Capital leases and other obligations | Various | | Various | (l) | 129,585 |
| | 92,568 |
| | Various |
| (l) | Total debt and other obligations | | | | | 11,594,500 |
| | 11,611,242 |
| | | | Less: current maturities and short-term debt and other current obligations | | | | | 103,586 |
| | 688,056 |
| | | | Non-current portion of long-term debt and other long-term obligations | | | | | $ | 11,490,914 |
| | $ | 10,923,186 |
| | | |
| | (a) | Represents the weighted-average stated interest rate. |
| | (b) | As of December 31, 2013, the undrawn availability under the $1.5 billion senior secured revolving credit facility ("2012 Revolver") is $1.1 billion. |
| | (c) | The 2012 Revolver and tranche A term loans ("Tranche A Term Loans"), including the Incremental Tranche A Term Loans (as defined below) bear interest at a rate per annum equal to LIBOR plus a credit spread ranging from 1.5% to 2.25%, based on the CCOC total net leverage ratio. The Company pays a commitment fee of approximately 0.25% per annum on the undrawn available amount under the 2012 Revolver. |
| | (d) | The 2012 Revolver and Tranche A Term Loans have maturity dates of November 2018 (or, if the aggregate principal amount of CCOC's outstanding Tranche B Term Loans (as defined below) (the maturity date of which has not been extended to a date that is on or after July 31, 2019) is less than or equal to $500.0 million, January 31, 2019). |
| | (e) | The tranche B term loans ("Tranche B Term Loans"), including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans (as defined below), consist as of December 31, 2013 of $2.4 billion of aggregate principal amount due January 2019 and $500.0 million of aggregate principal amount due January 2021. See note 20 for a discussion of the extension of the maturity date of certain of the Tranche B Term Loans. |
| | (f) | The Tranche B Term Loans, including the Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans (defined below), bear interest at a rate per annum equal to LIBOR plus a credit spread range from 2.25% to 2.50% , based on CCOC's total net leverage ratio (with LIBOR subject to a floor of 0.75% per annum). |
| | (g) | If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes (collectively, "2010 Tower Revenue Notes") are not paid in full on or prior to 2015, 2017, and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicable series and class of the 2010 Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the respective 2010 Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300.0 million, $350.0 million, and $1.3 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million, and $1.0 billion, having anticipated repayment dates in 2015, 2017, and 2020, respectively. |
| | (h) | The 2009 Securitized Notes consist of $109.8 million of principal as of December 31, 2013 that amortizes through 2019, and $70.0 million of principal as of December 31, 2013 that amortizes during the period beginning in 2019 and ending in 2029. |
| | (i) | The WCP securitized notes ("WCP Securitized Notes") were assumed in connection with the WCP Acquisition. The WCP Securitized Notes include a fair value adjustment that increased the debt carrying value by $7.6 million as of December 31, 2013. The anticipated repayment date is 2015 for each class. If the WCP Securitized Notes are not repaid in full by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the excess cash flows of the issuers of the WCP Securitized Notes. |
| | (j) | The effective yield is approximately 4.0%, inclusive of the fair value adjustment. |
| | (k) | The effective yield is approximately 7.2%, inclusive of the discount. |
| | (l) | The Company's capital leases and other obligations bear interest rates ranging up to 10% and mature in periods ranging from less than one year to approximately 20 years. |
| | (m) | The Company issued $500.0 million aggregate principal amount of 2.381% secured notes due 2017 and $1.0 billion aggregate principal amount of 3.849% secured notes due 2023 (collectively, "2012 Secured Notes"). |
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| Schedule of Maturities of Long-term Debt |
Contractual Maturities The following are the scheduled contractual maturities of the total debt or other long-term obligations outstanding at December 31, 2013. These maturities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes and WCP Securitized Notes. If the Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue Notes. If the WCP Securitized Notes are not paid in full by their anticipated repayment dates in 2015, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the Excess Cash Flow of the issuers of the WCP Securitized Notes. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ending December 31, | | | | | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | Thereafter | | Total Cash Obligations | | Net Unamortized Premiums | | Total Debt and Other Obligations Outstanding | Scheduled contractual maturities | $ | 100,550 |
| | $ | 99,750 |
| | $ | 114,418 |
| | $ | 612,677 |
| | $ | 997,390 |
| | $ | 9,663,761 |
| | $ | 11,588,546 |
| | $ | 5,954 |
| | $ | 11,594,500 |
|
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| Schedule of Extinguishment of Debt |
Debt Purchases and Redemptions The following is a summary of the purchases and redemptions of debt during the years ended December 31, 2013 and December 31, 2012. There were no purchases and redemptions of debt during the year ended December 31, 2011. | | | | | | | | | | | | | | Year Ending December 31, 2013 | | Principal Amount | | Cash Paid(a) | | Gains (losses)(c) | 9% Senior Notes | 314,170 |
| | 332,045 |
| | (17,894 | ) | 7.75% Secured Notes(b) | 294,362 |
| | 312,465 |
| | (18,103 | ) | 5.25% Senior Notes | 30 |
| | 30 |
| | — |
| Tranche A Term Loans | 87,489 |
| | 87,489 |
| | (399 | ) | Tranche B Term Loans | 30,941 |
| | 30,941 |
| | (490 | ) | Other | — |
| | — |
| | (241 | ) | Total | $ | 726,992 |
| | $ | 762,970 |
| | $ | (37,127 | ) |
| | (a) | Exclusive of accrued interest. |
| | (b) | The redemption of the 7.75% Secured Notes was funded by the release of restricted cash. |
| | (c) | The losses predominantly relate to cash losses, including with respect to make whole payments. |
| | | | | | | | | | | | | | Year Ending December 31, 2012 | | Principal Amount | | Cash Paid(a) | | Gains (losses)(b) | 2007 Term Loans | 619,125 |
| | 619,125 |
| | (1,893 | ) | 9% Senior Notes | 552,715 |
| | 589,105 |
| | (62,966 | ) | 7.75% Secured Notes | 706,045 |
| | 752,332 |
| | (64,989 | ) | 7.5% Senior Notes | 51 |
| | 51 |
| | — |
| WCP Securitized Notes | 16,911 |
| | 18,096 |
| | (681 | ) | Other | — |
| | — |
| | (1,445 | ) | Total | $ | 1,894,847 |
| | $ | 1,978,709 |
| | $ | (131,974 | ) |
| | (a) | Exclusive of accrued interest. |
| | (b) | Inclusive of $48.1 million related to the write-off of deferred financing costs and discounts. In addition, the remainder relates to cash losses including with respect to make whole payments. |
|