REVOLVING LOAN AGREEMENTRevolving Loan Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • New York
THIS REVOLVING LOAN AGREEMENT (the “Agreement”) is made on [●], 2019, between iHeartCommunications, Inc., a Texas corporation (the “Lender”), and Clear Channel Outdoor, LLC, a Delaware limited liability company (the “Borrower”).
TAX MATTERS AGREEMENTTax Matters Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • Delaware
This Tax Matters Agreement (this “Agreement”), dated as of [●], 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 Nevada corporation (“CCH”), Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCOH”), Clear Channel Outdoor, Inc. (“CCOI”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • Texas
This Employment Agreement (“Agreement”) is between Clear Channel Outdoor, 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 Lynn Feldman (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising
This Agreement, made and entered into this day of , 2019 (“Agreement”), by and between Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“CCO”), and (“Indemnitee”). Certain capitalized terms shall have the meaning ascribed to them in Section 14.
Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising
In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of the Issuer, and agrees that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • April 25th, 2019 • Clear Channel Holdings, Inc. • Services-advertising
In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of the Issuer, and agrees that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SETTLEMENT AGREEMENT AMONG THE DEBTORS, CCOH, THE SPONSOR ENTITIES, THE DELAWARE INDIVIDUAL DEFENDANTS, AND THE SETTLING PLAINTIFFSSettlement Agreement • December 21st, 2018 • Clear Channel Holdings, Inc. • Texas
This Settlement Agreement, dated as of December 16, 2018 (this “Settlement Agreement”) is entered into between and among: (a) GAMCO Asset Management, Inc. (“GAMCO”) both individually on behalf of the putative class of public shareholders of Clear Channel Outdoor Holdings, Inc. (“CCOH”) and derivatively on behalf of CCOH, and Norfolk County Retirement System (“Norfolk”), both individually and derivatively on behalf of CCOH (together with GAMCO and the Remaining Minority Shareholders (as defined herein), the “Settling Plaintiffs”); (b) CCOH; (c) Bain Capital Partners, LLC and Bain Capital LP (collectively, “Bain”); (d) Thomas H. Lee Partners, L.P. (“THL,” and together with Bain, the “Sponsor Entities”); (e) the Delaware Individual Defendants (as defined herein); and (f) iHeartMedia, Inc., and its debtor affiliates (collectively, the “Debtors”) in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”) and embodies the terms and conditions of (x) a global settlement of all direct or deriva
AMENDED AND RESTATED EBIT PROGRAM AGREEMENT DATED [●], 2019 BETWEEN IHEARTCOMMUNICATIONS, INC. AND CLEAR CHANNEL OUTDOOR HOLDINGS, INC.Ebit Program Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • Delaware
This AMENDED AND RESTATED EBIT PROGRAM AGREEMENT, dated as of [May 1], 2019 (this “Agreement”), is made by and between iHeartCommunications, Inc. (f/k/a Clear Channel Communications, Inc.), a Texas corporation (“iHeart”), and Clear Channel Outdoor Holdings, Inc., a Delaware corporation (“Outdoor”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • 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 Brian Coleman (“Employee”).
Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • May 2nd, 2019 • Clear Channel Holdings, Inc. • Services-advertising
In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of the Issuer, and agrees that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
TRANSITION SERVICES AGREEMENT DATED [●], 2019 AMONG IHEARTMEDIA MANAGEMENT SERVICES, INC., IHEARTMEDIA, INC., IHEARTCOMMUNICATIONS, INC. AND CLEAR CHANNEL OUTDOOR HOLDINGS, INC.Transition Services Agreement • March 29th, 2019 • Clear Channel Holdings, Inc. • Services-advertising • Delaware
This TRANSITION SERVICES AGREEMENT, dated to be effective as of [●], 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.
