Debt and Other Obligations



	Original Issue Date	Contractual Maturity Date		Outstanding Balance as of June 30, 2012			Outstanding Balance as of December 31, 2011		Stated Interest Rate as of June 30, 2012(a)
Bank debt - variable rate:
Revolver	Jan. 2007	Sept. 2013		$	—		$	251,000	N/A
2012 Revolver	Jan. 2012	Jan. 2017		—		(b)	—		N/A		(c)
2007 Term Loans	Jan./March 2007	March 2014		—			619,125		N/A
2012 Term Loans	Jan. 2012	2017/2019		2,085,750			—		3.7	%	(c)
Total bank debt				2,085,750			870,125
Securitized debt - fixed rate:
January 2010 Tower Revenue Notes	Jan. 2010	2035 - 2040	(d)	1,900,000			1,900,000		5.8	%	(d)
August 2010 Tower Revenue Notes	Aug. 2010	2035 - 2040	(d)	1,550,000			1,550,000		4.5	%	(d)
2009 Securitized Notes	July 2009	2019/2029	(e)	207,478			216,431		7.0	%
WCP Securitized Notes	Nov. 2010	Nov. 2040	(f)	331,663		(f)	—		5.4	%	(g)
Total securitized debt				3,989,141			3,666,431
High yield bonds - fixed rate:
9% Senior Notes	Jan. 2009	Jan. 2015		789,316			817,799		9.0	%	(h)
7.75% Secured Notes	April 2009	May 2017		945,836			978,983		7.8	%	(i)
7.125% Senior Notes	Oct. 2009	Nov. 2019		498,005			497,904		7.1	%	(j)
7.5% Senior Notes	Dec. 2003	Dec. 2013		51			51		7.5	%
Total high yield bonds				2,233,208			2,294,737
Other:
Capital leases and other obligations	Various	Various	(k)	78,987			54,406		Various		(k)
Total debt and other obligations				8,387,086			6,885,699
Less: current maturities and short-term debt and other current obligations				79,303			32,517
Non-current portion of long-term debt and other long-term obligations				$	8,307,783		$	6,853,182

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(a)	Represents the weighted-average stated interest rate.


(b)	As of June 30, 2012, the undrawn availability under the $1.0 billion senior secured revolving credit facility ("2012 Revolver") is $1.0 billion.


(c)	The 2012 Revolver and the Term Loan A bear interest at a per annum rate equal to LIBOR plus 2.0% to 2.75%, based on CCOC's total net leverage ratio. Term Loan B bears interest at a per annum rate equal to LIBOR plus 3.0% (with LIBOR subject to a floor of 1% per annum). The Company pays a commitment fee of 0.4% per annum on the undrawn available amount under the 2012 Revolver.

(d)

If the respective series of the January 2010 Tower Revenue Notes and August 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 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.


(e)	The 2009 Securitized Notes consist of $137.5 million of principal as of June 30, 2012 that amortizes through 2019, and $70.0 million of principal as of June 30, 2012 that amortizes during the period beginning in 2019 and ending in 2029.


(f)	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 $14.4 million as of June 30, 2012. The anticipated repayment date is 2015 for each class of the debt assumed in connection with the WCP Acquisition.


(g)	The effective yield is approximately 4.0%, inclusive of the fair value adjustment.


(h)	The effective yield is approximately 11.3%, inclusive of the discount.


(i)	The effective yield is approximately 8.2%, inclusive of the discount.


(j)	The effective yield is approximately 7.2%, inclusive of the discount.


(k)	The Company's capital leases and other obligations bear interest rates up to 10% and mature in periods ranging from less than one year to approximately 20 years.

2012 Credit Facility

In January 2012, the Company refinanced and repaid the Revolver and 2007 Term Loans with the proceeds of a $3.1 billion senior credit facility ("2012 Credit Facility") issued by CCOC. The 2012 Credit Facility consists of (1) a $1.0 billion 2012 Revolver which will mature in January 2017, (2) a $500.0 million Term Loan A which will mature in January 2017, and (3) a $1.6 billion Term Loan B which will mature in January 2019. The Term Loan B was fully drawn at closing and the Revolver and the Term Loan A were undrawn at closing. In March 2012, the Company drew the full amount under the Term Loan A.

The 2012 Credit Facility is secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as well as a security interest in CCOC and certain of its subsidiaries' deposit accounts ($42.1 million as of June 30, 2012) and securities accounts. The 2012 Credit Facility is guaranteed by CCIC and certain of its subsidiaries.

The proceeds of the 2012 Credit Facility were used in part to repay the existing Revolver, repay the 2007 Term Loans and to fund the cash consideration of the WCP Acquisition and NextG Acquisition (see note 3). The balance of the proceeds will be available for general corporate purposes, including purchases of shares of the Company's common stock.

WCP Securitized Notes

In January 2012, the Company assumed $320.1 million face value of secured debt in connection with the WCP Acquisition. The anticipated repayment date is 2015 for each class of the WCP Securitized Notes. 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. The Company also acquired restricted cash of $29.5 million that if not spent on third party land interests by November 2012 will be required to be used to repay principal amounts outstanding on the WCP Securitized Notes. Interest and principal are paid monthly on the WCP Securitized Notes. The provisions of the WCP Securitized Notes are similar to those of our 2010 Tower Revenue Notes (see note 6 of our 2011 10-K for a discussion of the Company's 2010 Tower Revenue Notes).

Contractual Maturities

The following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at June 30, 2012. 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 the rapid amortization date on the WCP Securitized Notes. See above for a further discussion on the WCP Securitized Notes.



	Six Months Ended December 31,		Years Ending December 31,												Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
	2012		2013		2014		2015		2016		Thereafter		Total Cash Obligations		Unamortized Adjustments, Net			Total Debt and Other Obligations Outstanding
Scheduled contractual maturities	$	38,217	$	88,006	$	97,805	$	939,765	$	112,240	$	7,158,043	$	8,434,076	$	(46,990	)	$	8,387,086

Retirement of Long-Term Obligations

The following is a summary of the retirement of long-term obligations during the six months ended June 30, 2012.



	Six Months Ended June 30, 2012
	Principal Amount		Cash Paid(a)		Gains (Losses)(c)
Revolver	$	251,000	$	251,000	$	(1,445	)
2007 Term Loans	619,125		619,125		(1,893		)
9% Senior Notes	37,257		41,334		(6,517		)
7.75% Secured Notes(b)	35,488		39,027		(4,731		)
Total	$	942,870	$	950,486	$	(14,586	)

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(a)	Exclusive of accrued interest.


(b)	These debt purchases were made by CCIC rather than by the subsidiaries that issued the debt, because of restrictions upon the subsidiaries that issued the debt; as a result, the debt remains outstanding at the Company's subsidiaries.


(c)	Inclusive of an aggregate $7.0 million related to the write-off of deferred financing costs and discounts.

Interest Expense and Amortization of Deferred Financing Costs

The components of "interest expense and amortization of deferred financing costs" are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2012			2011		2012			2011
Interest expense on debt obligations	$	120,625		$	100,802	$	233,632		$	201,687
Amortization of deferred financing costs	5,278			3,754		10,090			7,476
Amortization of adjustments on long-term debt	2,961			3,968		6,724			7,833
Amortization of interest rate swaps	16,319			17,959		32,657			35,848
Other, net of capitalized interest	(243		)	—		(691		)	325
Total	$	144,940		$	126,483	$	282,412		$	253,169