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 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
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
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.
SUPPLEMENTAL INDENTURE OF CC FINCO HOLDINGS, LLCSupplemental Indenture • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 9, 2008, among CC Finco Holdings, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • Texas
the basis of a complaint or alleged breach by the Company; provided, however, that Executive will use his best efforts to fully comply with his obligations as stated.
= PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Intercreditor Agreement • March 16th, 2010 • CC Media Holdings Inc • Radio broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 13, 2008 among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“Merger Sub”) to be merged with and into Clear Channel Communications, Inc. (“Parent Borrower”), the Subsidiary Borrowers (as defined below) from time to time party hereto (together with the Parent Borrower, the “Borrowers”), upon consummation of the Merger, CLEAR CHANNEL CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
July 29, 2008CC Media Holdings Inc • March 16th, 2010 • Radio broadcasting stations
This letter agreement relates to the Stockholders Agreement of even date herewith by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays and the other parties thereto (the “ Stockholders Agreement ”).
