INDENTURE Dated as of July 30, 2008 among BT TRIPLE CROWN MERGER CO., INC. as the Issuer, (to be merged with and into CLEAR CHANNEL COMMUNICATIONS, INC., as the surviving entity), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee and DEUTSCHE BANK...Indenture • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
INDENTURE, dated as of July 30, 2008, among BT Triple Crown Merger Co., Inc., a Delaware corporation (“Merger Co,” and prior to the consummation of the Merger, the Issuer), and following the consummation of the Merger, Clear Channel Communications, Inc., a Texas corporation (“Clear Channel,” and following the consummation of the Merger, the Issuer), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
ABL CREDIT AGREEMENT Dated as of May 17, 2022, Among IHEARTMEDIA CAPITAL I, LLC, as Holdings, IHEARTCOMMUNICATIONS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent, Collateral...Credit Agreement • May 19th, 2022 • iHeartMedia, Inc. • Radio broadcasting stations • New York
This ABL CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 17, 2022, among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, the Swing Line Lender and an L/C Issuer, and each other lender, Swing Line Lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ABL CREDIT AGREEMENT* Dated as of May 1, 2019, Among IHEARTMEDIA CAPITAL I, LLC, as Holdings, IHEARTCOMMUNICATIONS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., as Administrative Agent, Collateral Agent,...Credit Agreement • May 2nd, 2019 • iHeartMedia, Inc. • Radio broadcasting stations • New York
This ABL CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2019, among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), CITIBANK N.A., as Administrative Agent, the Swing Line Lender and an L/C Issuer, and each other lender, Swing Line Lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 2 (this “Amendment”) dated as of July 16, 2020, to the Credit Agreement (as defined below) by and among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company...Credit Agreement • July 16th, 2020 • iHeartMedia, Inc. • Radio broadcasting stations • New York
This CREDIT AGREEMENT (as amended by that Amendment No. 1 dated as of February 3, 2020, as further amended by that Amendment No. 2 dated as of July 16, 2020 and as the same may be further amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2019, among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 21st, 2012 • CC Media Holdings Inc • Radio broadcasting stations • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”), made as of this day of , 20 (the “Grant Date”) by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), evidences the grant by the Company of an Option to purchase a certain number of shares of the Company’s Class A common stock, $.01 par value (the “Common Stock”) to the Optionee on such date and the Optionee’s acceptance of this Option (as defined below) in accordance with the provisions of the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated (the “Plan”). All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. The Company and the Optionee agree as follows:
EXECUTIVE OPTION AGREEMENT Optionee: Scott HamiltonExecutive Option Agreement • February 21st, 2012 • CC Media Holdings Inc • Radio broadcasting stations
This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth below.
ContractCredit Agreement • August 8th, 2023 • iHeartMedia, Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 4, dated as of June 15, 2023 (this “Amendment”), to the Credit Agreement dated as of May 1, 2019 (as amended by Amendment No. 1, dated February 3, 2020, Amendment No. 2, dated July 16, 2020, and Amendment No. 3, dated July 16, 2021, Joinder Agreement to Credit Agreement, dated as of May 5, 2021, and as modified by the Successor Agent Agreement, dated February 3, 2020, the “Credit Agreement”, the Credit Agreement as further amended by this Amendment, the “Amended Credit Agreement”), among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company, the other Guarantors party thereto, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”) and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such term
IHEARTCOMMUNICATIONS, INC., as the Company, the Guarantors party hereto from time to time AND U.S. Bank National Association, as Trustee and as Collateral Agent 4.75% Senior Secured Notes due 2028 INDENTURE Dated as of November 22, 2019Indenture • November 22nd, 2019 • iHeartMedia, Inc. • Radio broadcasting stations • New York
INDENTURE dated as of November 22, 2019, among iHeartCommunications, Inc., a Texas corporation (the “Company”), the Guarantors party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
SERIES A SENIOR NOTES PROCEEDS LOAN AGREEMENTSenior Notes Proceeds Loan Agreement • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
THIS SERIES A SENIOR NOTES PROCEEDS LOAN AGREEMENT (this “Agreement”), dated as of December 23, 2009, is made by and between CLEAR CHANNEL WORLDWIDE HOLDINGS, INC., a Nevada corporation (the “Lender”) and CLEAR CHANNEL OUTDOOR, INC., a Delaware corporation (the “Borrower”).
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 4th, 2012 • CC Media Holdings Inc • Radio broadcasting stations • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of this 26th day of March, 2012 (the “Grant Date”) by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and Robert H. Walls, Jr. (the “Grantee”), evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan, as amended and restated (the “Plan”). All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. The Company and the Grantee agree as follows:
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 15th, 2018 • iHeartMedia, Inc. • Radio broadcasting stations • New York
This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this “Agreement”) is made and entered into as of March 15, 2018 (the “Execution Date”), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the “Parties”):1
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2009 • CC Media Holdings Inc • Radio broadcasting stations • Texas
AGREEMENT, dated effective as of December 22, 2009, by and between Clear Channel Communications, Inc. (as successor to BT Triple Crown Merger Co., Inc. (“MergerSub”, the “Company”), CC Media Holdings, Inc. (“Holdings”) and Randall T. Mays (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2012 • CC Media Holdings Inc • Radio broadcasting stations
This Agreement is made and entered into this 5th day of September, 2012 (“Agreement”), by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCO”), and Thomas W. Casey (“Indemnitee”).
Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementCC Media Holdings Inc • March 16th, 2010 • Radio broadcasting stations • New York
Goldman, Sachs & Co. As representative of the several Purchasers named in Schedule I to the Purchase Agreement 85 Broad Street New York, NY 10004
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT AND FIRST AMENDMENT TO INCENTIVE PAYMENT AGREEMENTEmployment Agreement • March 5th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations
WHEREAS, iHeartMedia, Inc. (formerly known as CC Media Holdings, Inc.) (“Company”) and Steven J. Macri (“Employee”) entered into an Employment Agreement effective October 7, 2013, as amended on July 3, 2017 and February 27, 2018 (“Employment Agreement”);
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Texas
This Employment Agreement is entered into and effective this 29th day of June, 2008 (the “Effective Date”) between Clear Channel Broadcasting, Inc. (the “Company”) and John Hogan (the “Employee”).
Clear Channel Worldwide Holdings, Inc. Purchase AgreementPurchase Agreement • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $500.0 million principal amount of 9.25% Series A Senior Notes Due 2017 (the “2017 A Notes”) and an aggregate of $2.0 billion principal amount of 9.25% Series B Senior Notes Due 2017 (the “2017 B Notes” and, together with the 2017 A Notes, the “Securities”). The Securities will be guaranteed as to the payment of principal, premium, if any, and interest by the Company, Clear Channel Outdoor, Inc. (“CCOI”) and each of the subsidiaries of the Company named in Schedule II hereto (the Company, CCOI and such subsidiaries, the “Guarantors”, and such guarantees, the “Guarantees”).
Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights AgreementCC Media Holdings Inc • March 16th, 2010 • Radio broadcasting stations • New York
Goldman, Sachs & Co. As representative of the several Purchasers named in Schedule I to the Purchase Agreement 85 Broad Street New York, NY 10004
AMENDED AND RESTATED EMPLOYMENT AGREEMENTRestricted Stock Award Agreement • January 13th, 2014 • CC Media Holdings Inc • Radio broadcasting stations • Delaware
This Employment Agreement (“Agreement”) is entered into and effective this 13th day of January, 2014 (the “Effective Date”) by and between CC Media Holdings, Inc. (the “Company”) and Robert Pittman (the “Employee”).
AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations • Delaware
This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of May 1, 2019 by iHeartMedia, Inc. (the “Company”) and Robert Pittman (the “Employee”).
WARRANT AGREEMENT between IHEARTMEDIA, INC. and COMPUTERSHARE, INC. COMPUTERSHARE TRUST COMPANY, N.A., (collectively, AS WARRANT AGENT) Dated as of May 1, 2019Warrant Agreement • May 2nd, 2019 • iHeartMedia, Inc. • Radio broadcasting stations • New York
If the Holder is an insurance company or bank holding stock through trust departments in trust accounts, will the Holder have any right to determine how any of the Class A Common Stock received by the Holder will be voted?
AMENDMENT TO SETTLEMENT AND SEPARATION AGREEMENTSettlement and Separation Agreement • April 25th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations
This Amendment to Settlement and Separation Agreement (this “Amendment”) effective as of April 24, 2019, is by and among iHeartMedia, Inc., a Delaware corporation (“IHM”), iHeartCommunications, Inc. (f/k/a Clear Channel Communications, Inc.), a Texas corporation (“IHC”), Clear Channel Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of IHC (“CCH”), and Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCOH” and, together with CCH after the Merger, “New CCOH”, and, together with IHM, IHC, CCH, and CCOH, the “Parties” and each a “Party”).
CLEAR CHANNEL COMMUNICATIONS, INC. 200 East Basse Road San Antonio, TX 78209Employment Agreement • January 21st, 2009 • C C Media Holdings Inc • Radio broadcasting stations
This letter memorializes the terms of the agreement (“Amendment”) we have reached to amend the terms of your Amended and Restated Employment Agreement (“Employment Agreement”) with Clear Channel Communications, Inc. (the “Company”), as successor to BT Triple Crown Merger Co., Inc. and CC Media Holdings, Inc. (“Holdings”), effective July 28, 2008. The parties have agreed as follows:
SERIES A INVESTORS RIGHTS AGREEMENTSeries a Investors Rights Agreement • May 2nd, 2019 • iHeartMedia, Inc. • Radio broadcasting stations • Delaware
This Series A Investors Rights Agreement (this “Agreement”), dated as of May 1, 2019, is made by and among (i) CB Broadcast, L.P. (the “Purchaser”), (ii) iHeart Operations, Inc., a Delaware corporation (the “Company”), (iii) iHeartCommunications, Inc., a Delaware corporation and a wholly owned indirect Subsidiary of iHM (“iHC”), (iv) iHeartMedia, Inc., a Delaware corporation (“iHM”) and (v) the Holders who become party hereto by the execution of a joinder agreement in the form of Exhibit A hereto (the Purchaser, the Holders, iHM, iHC and the Company, collectively, the “Parties” and each, a “Party”). Reference is made to that certain Series A Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and Clear Channel Holdings, Inc. (“CCH”) (the “Series A Securities Purchase Agreement”). Capitalized terms used herein but not otherwise defined have the meanings specified in that certain Certificate of Designation of Series A Perpetual Preferred St
ContractSupplemental Indenture • February 23rd, 2022 • iHeartMedia, Inc. • Radio broadcasting stations • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 7, 2021, by and among the parties that are signatories hereto with respect to the Indenture referred to below.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2022 • iHeartMedia, Inc. • Radio broadcasting stations • Delaware
This Second Amended and Restated Employment Agreement (“Agreement”) is entered into and effective this 28th day of March, 2022 (the “Effective Date”) by and between iHeartMedia Management Services, Inc. (“iHMMS”) and iHeartMedia, Inc. (“iHeartMedia”, and together with iHMMS, the “Company”) and Robert W. Pittman (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2020 • iHeartMedia, Inc. • Radio broadcasting stations • Texas
This Employment Agreement (“Agreement”) is between iHeartMedia, Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as “Company”) and Paul M. McNicol (“Employee”).
ContractRestricted Stock Agreement • February 19th, 2013 • CC Media Holdings Inc • Radio broadcasting stations • Delaware
This Restricted Stock Award Agreement (the “Agreement”) dated October 22, 2012 (the “Agreement Date”) is being entered into by CC Media Holdings, Inc., a Delaware corporation (the “Company”) and Robert H. Walls, Jr. (the “Grantee”) pursuant to the Clear Channel 2008 Executive Incentive Plan (as amended from time to time, the “Plan”).
IHEARTMEDIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of May 6, 2020Rights Agreement • May 8th, 2020 • iHeartMedia, Inc. • Radio broadcasting stations • New York
RIGHTS AGREEMENT, dated as of May 6, 2020 (this “Agreement”), between iHeartMedia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2019 • iHeartMedia, Inc. • Radio broadcasting stations
This Agreement, made and entered into as of this day of May, 2019 (“Agreement”), by and between iHeartMedia, Inc., a Delaware corporation (“IHM”), and [ ] (“Indemnitee”). Certain capitalized terms shall have the meaning ascribed to them in Section 14.
INDENTURE Dated as of December 23, 2009 among CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as the Issuer, CLEAR CHANNEL OUTDOOR HOLDINGS, INC. as Guarantor, CLEAR CHANNEL OUTDOOR, INC. as Guarantor, EACH OF THE OTHER GUARANTORS PARTY HERETO, and U.S. BANK...Indenture • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
INDENTURE, dated as of December 23, 2009, among Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), as Guarantor, Clear Channel Outdoor, Inc., a Delaware corporation (“CCO”), as Guarantor, each of the other Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, as Trustee, Paying Agent, Registrar and Transfer Agent.
INDENTURE Dated as of July 30, 2008 among BT TRIPLE CROWN MERGER CO., INC. as the Issuer, (to be merged with and into CLEAR CHANNEL COMMUNICATIONS, INC., as the surviving entity), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee and DEUTSCHE BANK...Indenture • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
INDENTURE, dated as of July 30, 2008, among BT Triple Crown Merger Co., Inc., a Delaware corporation (“ Merger Co ,” and prior to the consummation of the Merger, the Issuer), and following the consummation of the Merger, Clear Channel Communications, Inc., a Texas corporation (“ Clear Channel ,” and following the consummation of the Merger, the Issuer), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
May 17, 2007 Messrs. L. Lowry Mays Mark P. Mays, and Randall T. Mays 200 East Basse Road San Antonio, Texas 78209 Dear Lowry/Mark/Randall:Employment Agreement • June 2nd, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Delaware
Reference is made to (i) the Agreement and Plan of Merger, dated as of November 16, 2006, as amended through the date hereof (the “Merger Agreement”), by and among BT Triple Crown Merger Co., Inc., B Triple Crown FinCo., LLC, T Triple Crown FinCo., LLC, and Clear Channel Communications Inc. (“CCU”) and (ii) the letter agreement dated November 16, 2006 between each of you and B Triple Crown FinCo., LLC and T Triple Crown FinCo., LLC (together, the “Parents”) as amended by that certain extension letter dated March 16, 2007 (such letter agreement, as so amended, the “November Letter Agreement”) relating to the Merger Agreement. All capitalized terms not defined herein shall have the meaning set forth in the November Letter Agreement.
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2020 • iHeartMedia, Inc. • Radio broadcasting stations • Delaware
This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of June 4, 2020 (the “Effective Date”) by iHeartMedia, Inc. (the “Company”) and Richard J. Bressler (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
ContractRestricted Shares Agreement • February 19th, 2013 • CC Media Holdings Inc • Radio broadcasting stations • Delaware
This Restricted Shares Award Agreement (the “Agreement”) dated October 15, 2102 (the “Agreement Date”) is being entered into by CC Media Holdings, Inc., a Delaware corporation (the “Company”) and Robert H. Walls, Jr. (the “Grantee”) pursuant to the Company’s 2008 Executive Incentive Plan (as amended from time to time, the “Plan”).
