PLEDGE AGREEMENTPledge Agreement • March 10th, 1999 • Ackerley Group Inc • Services-advertising • North Carolina
INDENTUREIndenture • February 2nd, 1999 • Ackerley Group Inc • Services-advertising • New York
RECITALSAsset Purchase Agreement • January 12th, 2000 • Ackerley Group Inc • Services-advertising • Florida
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Ackerley Group Inc • Services-advertising • North Carolina
1 EXHIBIT 10.21 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 2nd, 2001 • Ackerley Group Inc • Services-advertising • Washington
AMENDMENT NO. ONE TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 12th, 2000 • Ackerley Group Inc • Services-advertising
RECITALSSecurity Agreement • March 10th, 1999 • Ackerley Group Inc • Services-advertising • North Carolina
TABLE OF CONTENTS Page Article 1. Sale of Assets; Assumption of Liabilities....................... 1 1.1 Assets to Be Acquired............................................ 1 1.2 Excluded Assets.................................................. 3 1.3...Purchase Agreement • November 16th, 1998 • Ackerley Group Inc • Services-advertising
2 3 requirements of the Act and the Exchange Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any...Underwriting Agreement • July 13th, 1999 • Ackerley Group Inc • Services-advertising • New York
EXHIBIT 10 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 15th, 1998 • Ackerley Group Inc • Services-advertising
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • March 10th, 1999 • Ackerley Group Inc • Services-advertising • North Carolina
RECITALS:Purchase Agreement • April 2nd, 2001 • Ackerley Group Inc • Services-advertising • Washington
ARTICLE 1 ---------Acquisition Agreement • February 2nd, 1999 • Ackerley Group Inc • Services-advertising • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of December 14, 1998 by and among THE ACKERLEY GROUP, INC.Registration Rights Agreement • February 2nd, 1999 • Ackerley Group Inc • Services-advertising • New York
1 EXHIBIT 10.6 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 31, 2000 (this "Amendment" or this "Fifth Amendment"), is by and between THE ACKERLEY GROUP, INC., a Delaware corporation (the "Borrower"), certain financial institutions party...Credit Agreement • April 2nd, 2001 • Ackerley Group Inc • Services-advertising • North Carolina
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2000 • Ackerley Group Inc • Services-advertising • North Carolina
RECITALSCredit Agreement • March 25th, 1996 • Ackerley Communications Inc • Services-advertising • North Carolina
EXHIBIT 10.1Credit Agreement • March 31st, 1998 • Ackerley Group Inc • Services-advertising • North Carolina
RECITALS:Limited Partnership Agreement • May 13th, 1998 • Ackerley Group Inc • Services-advertising
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEW CENTURY SEATTLE PARTNERS, L.P. This Second Amendment to the Amended and Restated Limited Partnership Agreement of New Century Seattle Partners, L.P. (this "Second...Limited Partnership Agreement • May 13th, 1998 • Ackerley Group Inc • Services-advertising
STATEMENT OF AGREEMENTCredit Agreement • April 2nd, 2001 • Ackerley Group Inc • Services-advertising • North Carolina
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2001 • Ackerley Group Inc • Services-advertising • Washington
EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into this 24th day of July, 2001, by and between The Ackerley Group, Inc., hereafter referred to as "Ackerley" or "the Company", and Denis Curley, hereafter...Consulting Agreement • August 14th, 2001 • Ackerley Group Inc • Services-advertising • Washington
Exhibit 10.17 ================================================================= =============== REGISTRATION RIGHTS AGREEMENT Dated as of February 24, 1999 by and among THE ACKERLEY GROUP, INC.Registration Rights Agreement • March 31st, 1999 • Ackerley Group Inc • Services-advertising • New York
EXHIBIT 99.2 FORM OF LIMITED WAIVER REGARDING FINANCIAL COVENANTSLimited Waiver • May 31st, 2002 • Ackerley Group Inc • Services-advertising
In connection with that certain Limited Waiver dated as of March 18, 2002, Company had informed Administrative Agent and Lenders that Company would not be in compliance with the financial covenants in subsection 7.6 of the Credit Agreement for the Fiscal Year ended December 31, 2001 and for the first Fiscal Quarter ending March 31, 2002. Company has informed Administrative Agent and Lender that Company does not expect to be in compliance with the financial covenants in subsection 7.6 of the Credit Agreement for the second Fiscal Quarter ending June 30, 2002. At the request of Company the undersigned Lenders, constituting Requisite Lenders under subsection 10.6 of the Credit Agreement, hereby waive compliance with the provisions of subsection 7.6 of the Credit Agreement during the period from the date this Limited Waiver becomes effective through and including July 31, 2002 (the "WAIVER PERIOD"), provided, that (A) during the Waiver Period, the Company shall not be permitted to borrow a
EXHIBIT 99.5 EXCHANGE AGENCY AGREEMENT 1. This Agreement is entered into as of March ___, 1999 between The Bank of New York, a banking corporation organized under the laws of the State of New York, as Exchange Agent (the "Agent") and The Ackerley...Exchange Agency Agreement • March 10th, 1999 • Ackerley Group Inc • Services-advertising • New York
THE BANKS,Credit Agreement • November 14th, 1996 • Ackerley Communications Inc • Services-advertising • North Carolina
AMONG THE ACKERLEY GROUP, INC. AS BORROWER, THE LENDERS LISTED HEREIN, AS LENDERS,Credit Agreement • September 14th, 2001 • Ackerley Group Inc • Services-advertising • New York
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2001 • Ackerley Group Inc • Services-advertising • Washington
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 9th, 2001 • Ackerley Group Inc • Services-advertising • Delaware
1 EXHIBIT 10.3Provisional Waiver and Standstill Agreement • August 14th, 2001 • Ackerley Group Inc • Services-advertising • North Carolina
March 18, 2002Limited Waiver Regarding Financial Covenants • April 1st, 2002 • Ackerley Group Inc • Services-advertising
Reference is made to that certain Credit Agreement dated as of September 7, 2001 (said Credit Agreement being the "CREDIT AGREEMENT", the terms defined therein being used herein as therein defined), among The Ackerley Group, Inc., a Delaware corporation ("COMPANY"), the financial institutions listed therein ("LENDERS"), Credit Suisse First Boston, as administrative agent (the "ADMINISTRATIVE AGENT"), and General Electric Capital Corporation, as co-arranger and syndication Administrative Agent ("SYNDICATION AGENT").
EXHIBIT 99.1 STOCKHOLDER VOTING AND SUPPORT AGREEMENT This STOCKHOLDER VOTING AND SUPPORT AGREEMENT (the "AGREEMENT"), dated as of October 5, 2001, is entered into by and between Clear Channel Communications, Inc., Inc., a Texas corporation ("PARENT")...Stockholder Voting and Support Agreement • October 9th, 2001 • Ackerley Group Inc • Services-advertising • Delaware
1 EXHIBIT 10.9 FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 8, 1999First Supplemental Indenture • March 30th, 2000 • Ackerley Group Inc • Services-advertising
EXHIBIT 10.3 LIMITED WAIVER REGARDING FINANCIAL COVENANT CALCULATIONSLimited Waiver Regarding Financial Covenant Calculations • April 1st, 2002 • Ackerley Group Inc • Services-advertising
Reference is made to that certain Credit Agreement dated as of September 7, 2001 and entered into by and among The Ackerley Group, Inc., a Delaware corporation ("Company"), the financial institutions party thereto ("Lenders"), Credit Suisse First Boston ("CSFB"), as administrative agent for Lenders (in such capacity, "Administrative Agent") and General Electric Capital Corporation, as Co-Arranger and as syndication agent for Lenders (in such capacity, "Syndication Agent"). Capitalized terms used herein without definition shall have the same meanings herein as set forth therefor in the Credit Agreement.
