REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
THIS REVOLVING LOAN AGREEMENT (the “Agreement”) is made on May 1, 2019, between iHeartCommunications, Inc., a Texas corporation (the “Lender”), Clear Channel Outdoor, LLC, a Delaware limited liability company (the “Parent Borrower”) and Clear Channel International, Ltd., a limited company organized under the laws of England and Wales (the “Co-Borrower” and together with the Borrower, the “Borrowers”).
SERIES A INVESTORS RIGHTS AGREEMENTSeries a Investors Rights Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • Delaware
This Series A Investors Rights Agreement (this “Agreement”), dated as of May 1, 2019, is made by and among (i) CB Outdoor, L.P. (the “Purchaser”), (ii) Clear Channel Outdoor Holdings, Inc. (f/k/a Clear Channel Holdings, Inc.), a Delaware corporation (the “Company”), (iii) Clear Channel Worldwide Holdings, Inc., a Nevada corporation (“CCWH”), and (iv) the Holders who become party hereto by the execution of a joinder agreement in the form of Exhibit A hereto (the Purchaser, the Holders and the Company, collectively, the “Parties”). Reference is made to that certain Series A Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (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 Stock of the Company (as may be amended, supplemented or otherwise modified from time to time in accordance w
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • Texas
This Employment Agreement (“Agreement”) is between Clear Channel Outdoor Holdings, 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 Brian Coleman (“Employee”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • Delaware
This Tax Matters Agreement (this “Agreement”), dated as of May 1, 2019, is entered into by and among iHeartMedia, Inc., a Delaware corporation (“IHM”), iHeartCommunications, Inc., a Texas corporation (“IHC”), iHeart Operations, Inc., a Delaware corporation (“Radio Newco”), Clear Channel Holdings, Inc., a Delaware corporation (“CCH”), Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCOH”), Clear Channel Outdoor, LLC, a Delaware limited liability company (“CCOI”).
SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTION OF GUARANTEESupplemental Indenture • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2019, between Clear Channel Outdoor Holdings, Inc., a Delaware corporation formerly known as Clear Channel Holdings, Inc. (the “Company”), Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), Clear Channel Outdoor, LLC (as successor in interest to Clear Channel Outdoor, Inc. (“CCO”), the subsidiaries of the Issuer listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Company and CCO, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTION OF GUARANTEESupplemental Indenture • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2019, between Clear Channel Outdoor Holdings, Inc., a Delaware corporation formerly known as Clear Channel Holdings, Inc. (the “Company”), Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), Clear Channel Outdoor, LLC (as successor in interest to Clear Channel Outdoor, Inc. (“CCO”), the subsidiaries of the Issuer listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Company and CCO, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
TRANSITION SERVICES AGREEMENT DATED MAY 1, 2019 AMONG IHEARTMEDIA MANAGEMENT SERVICES, INC., IHEARTMEDIA, INC., IHEARTCOMMUNICATIONS, INC. AND CLEAR CHANNEL OUTDOOR HOLDINGS, INC.Transition Services Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • Delaware
This TRANSITION SERVICES AGREEMENT, dated to be effective as of May 1, 2019 (this “Agreement”), is made by and among iHeartMedia Management Services, Inc., a Delaware corporation (“Management Services”), and Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCOH”), and, with respect to Sections 2.7 and 5.3 only, iHeartMedia, Inc., a Delaware corporation (“IHM”) and iHeartCommunications, Inc., a Texas corporation (“IHC”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising
WHEREAS, Clear Channel Outdoor, Inc. (“Company”) and Lynn Feldman (“Employee”) entered into an Employment Agreement effective June 27, 2016 (“Agreement”);
SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTION OF GUARANTEESupplemental Indenture • May 2nd, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2019, between Clear Channel Outdoor Holdings, Inc., a Delaware corporation formerly known as Clear Channel Holdings, Inc. (the “Company”), Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Issuer”), Clear Channel Outdoor, LLC (as successor in interest to Clear Channel Outdoor, Inc. (“CCO”), the subsidiaries of the Issuer listed on the signature pages hereto (the “Subsidiary Guarantors” and together with the Company and CCO, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
