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 Agreement
Exhibit 10.37
EXECUTION COPY
Clear Channel Worldwide Holdings, Inc.
9.25% Series A Senior Notes Due 2017
unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by the Guarantors
payment of principal, premium,
if any, and interest by the Guarantors
December 23, 2009
Xxxxxxx, Xxxxx & Co.
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Clear Channel Worldwide Holdings, Inc., a Nevada corporation (the “Company”), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 9.25% Series A
Senior Notes due 2017. As an inducement to the Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the
Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:
1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:
“Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.
The term “broker-dealer” shall mean any broker or dealer registered with the Commission
under the Exchange Act.
“Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from time to time.
“Closing Date"shall mean the date on which the Securities are initially issued.
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“Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.
“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Registration Statement effective or as of which
the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration,
shall mean the time and date as of which the Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes effective.
“Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from
time to time.
“Exchange Offer” shall have the meaning assigned thereto in Section 2(a).
“Exchange Registration” shall have the meaning assigned thereto in Section 3(c).
“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a).
“Exchange Securities” shall have the meaning assigned thereto in Section 2(a).
“Guarantor” shall have the meaning assigned thereto in the Indenture.
The term “holder” shall mean each of the Purchasers and other persons who acquire Securities
from time to time (including any successors or assigns), in each case for so long as such person
owns any Securities.
“IDEA System” means the IDEA filing system of the Commission and the rules and regulations
pertaining thereto promulgated by the Commission in Regulation S-T under the Securities Act and
the Exchange Act, in each case as the same may be amended or succeeded from time to time (and
without regard to format).
“Indenture” shall mean the trust indenture related to the Series A Notes, dated as of
December 23, 2009, between the Company, the Guarantors and U.S. Bank National Association, as
trustee, as the same may be amended from time to time.
“Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.
The term “person” shall mean a corporation, limited liability company, association,
partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.
“Purchase Agreement” shall mean the Purchase Agreement, dated as of December 18, 2009,
between the Purchasers, the Company and the Guarantors relating to the Securities.
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“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.
“Registrable Securities” shall mean the Securities; provided, however, that a Security shall
cease to be a Registrable Security upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2(a), the Security has been exchanged for an Exchange
Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange Security
that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable Security with
respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within
the Resale Period); (ii) in the circumstances contemplated by Section 2(b), a Shelf Registration
Statement registering such Security under the Securities Act has been declared or becomes
effective and such Security has been sold or otherwise transferred by the holder thereof pursuant
to and in a manner contemplated by such effective Shelf Registration Statement; (iii) subject to
Section 8(b), such Security is actually sold by the holder thereof pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by the Company or
pursuant to the Indenture; or (iv) such Security shall cease to be outstanding.
“Registration Default” shall have the meaning assigned thereto in Section 2(c).
“Registration Default Period” shall have the meaning assigned thereto in Section 2(c).
“Registration Expenses” shall have the meaning assigned thereto in Section 4.
“Resale Period” shall have the meaning assigned thereto in Section 2(a).
“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of
such holder’s business, (iii) a holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the
broker-dealer directly from the Company.
“Rule 144,” “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”
and “Rule 433” shall mean, in
each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.
“Securities” shall mean the $500,000,000 in aggregate principal amount of the Company’s 9.25%
Series A Senior Notes due 2017 (the “Series A Notes”) to be issued and sold to the Purchasers, and
securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security
is entitled to the benefit of the guarantees provided by the Guarantors in the Indenture (the
“Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,” an
“Exchange Security” or a “Registrable Security” shall include a reference to the related
Guarantees.
“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded from
time to time.
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“Shelf Registration” shall have the meaning assigned thereto in Section 2(b).
“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).
“Special Interest” shall have the meaning assigned thereto in Section 2(c).
“Suspension Period” shall have the meaning assigned thereto in Section 2(b).
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the
rules and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.
“Trustee” shall mean U.S. Bank National Association, as trustee under the Indenture,
together with any successors thereto in such capacity.
Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.
2. Registration Under the Securities Act.
(a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to use
commercially reasonable efforts to file under the Securities Act, within 210 days after the
Closing Date, a registration statement relating to an offer to exchange (such registration
statement, the “Exchange Registration Statement”,
and such offer, the “Exchange Offer”) any and
all of the Securities for a like aggregate principal amount of debt securities issued by the
Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially
identical to the Securities and the related Guarantees, respectively (and are entitled to the
benefits of the Indenture), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions for Special
Interest contemplated in Section 2(c) below (such new debt securities hereinafter called
“Exchange Securities”). The Company and the Guarantors agree to use commercially reasonable
efforts to cause the Exchange Registration Statement to become effective under the Securities
Act no later than 270 days after the Closing Date. The Exchange Offer will be registered under
the Securities Act on the appropriate form and will comply with all applicable tender offer
rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted
by applicable law or Commission policy, the Company further agrees to use commercially
reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business
Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the
Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated
by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn promptly following the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed”
only (i) if the debt securities and related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each
such holder without restriction under the Securities Act and the Exchange Act and (ii) upon the
Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before the expiration
of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30
Business Days following the commencement of the Exchange Offer. The Company
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and the Guarantors agree, that upon request, they will (x) include in the Exchange Registration
Statement a prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) keep such Exchange Registration Statement effective for a period (the
“Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange Offer has
been completed or such time as such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have the benefit of the rights
of indemnification and contribution set forth in Subsections 6(a), (c), (d) and (e).
(b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission
interpretations are changed such that the debt securities or the related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or
would not be, upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not within 270
days following the Closing Date and the Exchange Offer has not been completed within 30 Business
Days of such Effective Time or (iii) any holder of Registrable Securities notifies the Company
prior to the 20th Business Day following the completion of the Exchange Offer that: (A)
it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may
not resell the Exchange Securities to the public without delivering a prospectus and the prospectus
supplement contained in the Exchange Registration Statement is not appropriate or available for
such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or
an affiliate of the Company, then the Company and the Guarantors shall, in lieu of (or, in the case
of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file
under the Securities Act no later than 30 days after the time such obligation to file arises (but
no earlier than 210 days after the Closing Date), a
“shelf” registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf
Registration Statement”). The Company and the Guarantors agree to use commercially reasonable
efforts to cause the Shelf Registration Statement to become or be declared effective no later than
90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 270
days after the Closing Date); provided, that if at any time the Company is or becomes a “well-known
seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration
statement” (as defined in Rule 405), then the Company and the Guarantors shall file the Shelf
Registration Statement in the form of an automatic shelf registration statement as provided in Rule
405. The Company and the Guarantors agree to use commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any Registrable Securities
outstanding. No holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for resales of Registrable
Securities unless such holder is an Electing Holder. The Company and the Guarantors agree, after
the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder
of Registrable Securities that is not then an Electing Holder, to use commercially reasonable
efforts to enable such holder to use the prospectus forming a part thereof for resales of
Registrable Securities, including, without limitation, any action necessary to identify such holder
as a selling securityholder in the Shelf Registration Statement (whether by post-effective
amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the
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Securities Act identifying such holder), provided, however, that nothing in this sentence shall
relieve any such holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii). Notwithstanding anything to
the contrary in this Section 2(b), upon notice to the Electing Holders, the Company may suspend
the use or the effectiveness of such Shelf Registration Statement which shall not exceed 45
days in any three-month period or 90 days in any twelve-month period (a “Suspension Period”) if
the Board of Directors of the Company determines that there is a valid business purpose for
suspension of the Shelf Registration Statement; provided that the Company shall promptly notify
the Electing Holders when the Shelf Registration Statement may once again be used or is
effective.
(c) In the event that (i) the Company and the Guarantors have not filed the Shelf
Registration Statement on or before the date on which such Shelf Registration Statement is
required to be filed pursuant to Section 2(b), or (ii) the Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective by the
Commission on or before the date on which such registration statement is required to become or
be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the
Exchange Offer has not been completed within 30 Business Days after the Effective Time of the
Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then
required to be made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or Section 2(b) is filed and declared effective but shall
thereafter either be withdrawn by the Company or shall become subject to an effective stop
order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of
such registration statement (except as specifically permitted herein, including, with respect
to any Shelf Registration Statement, during any applicable Suspension Period in accordance with
the last sentence of Section 2(b)) without being succeeded immediately by an additional
registration statement filed and declared effective (each such event referred to in clauses (i)
through (iv), a “Registration Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default Period’), then, as liquidated damages for
such Registration Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable
Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining
portion of the Registration Default Period.
(d) Any reference herein to a registration statement or prospectus as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated, therein by reference
as of such time; and any reference herein to any post-effective amendment to a registration
statement or to any prospectus supplement as of any time shall be deemed to include any
document incorporated, or deemed to be incorporated, therein by reference as of such time.
3. Registration Procedures.
If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:
(a) At or before the Effective Time of the Exchange Registration or any Shelf Registration,
whichever may occur first, the Company shall qualify the Indenture under the Trust Indenture
Act.
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(b) In the event that such qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable
provisions of the Indenture.
(c) In connection with the Company’s and the Guarantors’ obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a)
(the “Exchange Registration”),
if applicable, the Company and the Guarantors shall:
(i) use commercially reasonable efforts to prepare and file with the Commission an
Exchange Registration Statement on any form which may be utilized by the Company and the
Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by Section 2(a),
and use commercially reasonable efforts to cause such Exchange Registration Statement to
become effective no later than 270 days after the Closing Date;
(ii) as soon as practicable prepare and file with the Commission such amendments and
supplements to such Exchange Registration Statement and the prospectus included therein as
may be necessary to effect and maintain the effectiveness of such Exchange Registration
Statement for the periods and purposes contemplated in Section 2(a) and as may be required
by the applicable rules and regulations of the Commission and the instructions applicable
to the form of such Exchange Registration Statement, and promptly provide each
broker-dealer holding Exchange Securities with such number of copies of the prospectus
included therein (as then amended or supplemented), in conformity in all material respects
with the requirements of the Securities Act and the Trust Indenture Act, as such
broker-dealer reasonably may request prior to the expiration of the Resale Period, for use
in connection with resales of Exchange Securities;
(iii) promptly notify each broker-dealer that has requested or received copies of the
prospectus included in such Exchange Registration Statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the prospectus included therein
or any prospectus amendment or supplement or post-effective amendment has been filed, and,
with respect to such Exchange Registration Statement or any post-effective amendment, when
the same has become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any request by
the Commission for amendments or supplements to such Exchange Registration Statement or
prospectus or for additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company or any of the Guarantors contemplated by
Section 5 cease to be true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (F) the occurrence of any event that causes the Company to
become an “ineligible issuer” as defined in Rule 405, or (G) if at any time during the
Resale Period when a prospectus is required to be delivered under the Securities Act, that
such Exchange Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
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requirements of the Securities Act and the Trust Indenture Act or contains an untrue
statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;
(iv) in the event that the Company and the Guarantors would be required, pursuant to
Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange Securities (except as
otherwise permitted during any Suspension Period), promptly prepare and furnish to each
such holder a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of such Exchange Securities during the Resale Period,
such prospectus shall conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then existing;
(v) use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;
(vi) use commercially reasonable efforts to (A) register or qualify the Exchange
Securities under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange Offer, to the
extent required by such laws, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period, (C) take any and all other
actions as may be reasonably necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such jurisdictions and (D)
obtain the consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the Exchange
Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale
Period; provided, however, that neither the Company nor the Guarantors shall be required
for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it
would not otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such jurisdiction or become
subject to taxation in any such jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or other governing documents or any agreement between it and its
stockholders;
(vii) obtain a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time; and
(viii) make generally available to its securityholders no later than eighteen months
after the Effective Time of such Exchange Registration Statement, an “earning statement”
of the Company, the Guarantors and their respective subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of the Company, Rule 158
thereunder).
(d) In connection with the Company’s and the Guarantors’ obligations with respect to the
Shelf Registration, if applicable, the Company and the Guarantors shall:
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(i) prepare and file with the Commission, within the time periods specified in Section 2(b),
a Shelf Registration Statement on any form which may be utilized by the Company and which shall
register all of the Registrable Securities for resale by the holders thereof in accordance with
such method or methods of disposition as may be specified by the holders of Registrable Securities
as, from time to time, may be Electing Holders and use commercially reasonable efforts to cause
such Shelf Registration Statement to become effective within the time periods specified in Section
2(b);
(ii) mail the Notice and Questionnaire to the holders of Registrable Securities (A) not less
than 30 days prior to the anticipated Effective Time of the Shelf Registration Statement or (B) in
the case of an “automatic shelf registration statement” (as defined in Rule 405), mail the Notice
and Questionnaire to the holders of Registrable Securities not later than the Effective Time of
such Shelf Registration Statement, and in any such case no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement, and no holder shall be entitled to
use the prospectus forming a part thereof for resales of Registrable Securities at any time,
unless and until such holder has returned a completed and signed Notice and Questionnaire to the
Company;
(iii) after the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such holder; provided that the Company shall not be required to take any action
to name such holder as a selling securityholder in the Shelf Registration Statement or to enable
such holder to use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire to the Company;
(iv) as soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included therein as may be
necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the
period specified in Section 2(b) and as may be required by the applicable rules and regulations of
the Commission and the instructions applicable to the form of such Shelf Registration Statement,
and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with
or prior to its being used or filed with the Commission to the extent such documents are not
publicly available on the Commission’s IDEA System;
(v) comply with the provisions of the Securities Act with respect to the disposition of all
of the Registrable Securities covered by such Shelf Registration Statement in accordance with the
intended methods of disposition by the Electing Holders provided for in such Shelf Registration
Statement;
(vi) provide the Electing Holders and not more than one counsel for all the Electing Holders
the opportunity to participate in the preparation of such Shelf Registration Statement, each
prospectus included therein or filed with the Commission and each amendment or supplement thereto;
(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and
throughout the period specified in Section 2(b), make available at
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reasonable times at the Company’s principal place of business or such other reasonable place for
inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that
they have a current intention to sell the Registrable Securities pursuant to the Shelf
Registration such financial and other information and books and records of the Company and the
Guarantors, and cause the officers, employees, counsel and independent certified public
accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably
necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s
reasonable belief), in the judgment of the respective counsel referred to in Section 3(d)(vi), to
conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information gathering on behalf of the
Electing Holders shall be conducted by one counsel designated by the holders of at least a
majority in aggregate principal amount of the Registrable Securities held by the Electing Holders
at the time outstanding and provided further that each such party shall be required to maintain in
confidence and not to disclose to any other person any information or records reasonably
designated by the Company or the Guarantors as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its inclusion in such Shelf
Registration Statement or otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental agency or body
having jurisdiction over the matter (subject to the requirements of such order, and only after
such person shall have given the Company prompt prior written notice of such requirement), or (C)
such information is required to be set forth in such Shelf Registration Statement or the
prospectus included therein or in an amendment to such Shelf Registration Statement or an
amendment or supplement to such prospectus in order that such Shelf Registration Statement,
prospectus, amendment or supplement, as the case may be, complies with applicable requirements of
the federal securities laws and the rules and regulations of the Commission and does not contain
an untrue statement of a material fact or omit to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;
(viii) promptly notify each of the Electing Holders and confirm such advice in writing, (A)
when such Shelf Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf
Registration Statement or any post-effective amendment, when the same has become effective, (B) of
any comments by the Commission and by the blue sky or securities commissioner or regulator of any
state with respect thereto or any request by the Commission for amendments or supplements to such
Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by
the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement
or the initiation or threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company or any of the Guarantors set forth in Section 5 cease
to be true and correct in all material respects, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (F)
the occurrence of any event that causes the Company or any of the Guarantors to become an
“ineligible issuer” as defined in Rule 405, or (G) if at any time when a prospectus is required to
be delivered under
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the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act or contains an untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then existing;
(ix) use commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the
earliest practicable date;
(x) if requested by any Electing Holder, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable rules and regulations
of the Commission and as such Electing Holder specifies should be included therein relating to the
terms of the sale of such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Electing Holder, the name and
description of such Electing Holder, the offering price of such Registrable Securities and any
discount, commission or other compensation payable in respect thereof and with respect to any
other terms of the offering of the Registrable Securities to be sold by such Electing Holder; and
make all required filings of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or post-effective
amendment;
(xi) furnish to each Electing Holder and the counsel referred to in Section 3(d)(vi) an
executed copy (or a conformed copy) of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder
of Registrable Securities, upon request) and documents incorporated by reference therein) and such
number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents
incorporated by reference therein unless specifically so requested by such Electing Holder) and of
the prospectus included in such Shelf Registration Statement (including each preliminary
prospectus and any summary prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act to the extent such documents are
not available through the Commission’s IDEA System, and such other documents, as such Electing
Holder may reasonably request in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy
the prospectus delivery requirements of the Securities Act; and subject to Section 3(e), the
Company hereby consents to the use of such prospectus (including such preliminary and summary
prospectus) and any amendment or supplement thereto by each such Electing Holder (subject to any
applicable Suspension Period), in each case in the form most recently provided to such person by
the Company, in connection with the offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement or amendment
thereto;
(xii) use commercially reasonable efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such securities laws or blue
sky laws of such jurisdictions as any Electing Holder shall reasonably request, (B) keep such
registrations or qualifications in effect and
11
comply with such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions during the period the Shelf Registration Statement is required to
remain effective under Section 2(b) and for so long as may be necessary to enable any such
Electing Holder to complete its distribution of Registrable Securities pursuant to such
Shelf Registration Statement, (C) take any and all other actions as may be reasonably
necessary or advisable to enable each such Electing Holder to consummate the disposition in
such jurisdictions of such Registrable Securities and (D) obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection therewith
or to enable the selling holder or holders to offer, or to consummate the disposition of,
their Registrable Securities; provided, however, that neither the Company nor the
Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation
in any jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xii), (2) consent to general service of process in any
such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any
changes to its certificate of incorporation or by-laws or other governing documents or any
agreement between it and its stockholders;
(xiii) unless any Registrable Securities shall be in book-entry only form, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates, if so
required by any securities exchange upon which any Registrable Securities are listed,
shall be printed, penned, lithographed, engraved or otherwise produced by any combination
of such methods, on steel engraved borders, and which certificates shall not bear any
restrictive legends;
(xiv) obtain a CUSIP number for all Securities that have been registered under the
Securities Act, not later than the applicable Effective Time;
(xv) notify in writing each holder of Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Section 9(h) and of
any amendment or waiver effected pursuant thereto, each of which notices shall contain the
text of the amendment or waiver proposed or effected, as the case may be; and
(xvi) make generally available to its securityholders no later than eighteen months
after the Effective Time of such Shelf Registration Statement an “earning statement” of
the Company and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).
(e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(G), to
notify the Electing Holders, the Company shall promptly prepare and furnish to each of the Electing
Holders a reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the Trust Indenture Act
and shall not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice
from the Company pursuant to Section 3(d)(viii)(G), such Electing Holder shall forthwith
discontinue the disposition of
12
Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable
Securities until such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, of the prospectus
covering such Registrable Securities in such Electing Holder’s possession at the time of receipt
of such notice.
(f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may
be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify
the Company as promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Company or of the occurrence of any event in either case
as a result of which any prospectus relating to such Shelf Registration contains or would contain
an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s
intended method of disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, and promptly to furnish to the Company
any additional information required to correct and update any previously furnished information or
required so that such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.
(g) Until the expiration of one year after the Closing Date, the Company will not, and will
not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that
have been reacquired by any of them except pursuant to an effective registration statement, or a
valid exemption from the registration requirements, under the Securities Act.
(h) As a condition to its participation in the Exchange Offer, each holder of Registrable
Securities shall furnish, upon the request of the Company, a written representation to the Company
(which may be contained in the letter of transmittal or “agent’s message” transmitted via The
Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the
Exchange Registration Statement) to the effect that (A) it is not an “affiliate” of the Company, as
defined in Rule 405 of the Securities Act, or if it is such an “affiliate”, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding
with any person to participate in, a distribution of the Exchange Securities to be issued in the
Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D)
if it is a broker-dealer that holds Securities that were acquired for its own account as a result
of market-making activities or other trading activities (other than Securities acquired directly
from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resales of the Exchange Securities received by it in
the Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the Securities to be
exchanged in the Exchange Offer from the Company or any of its affiliates, and (F) it is not acting
on behalf of any person who could not truthfully and completely make the representations contained
in the foregoing subclauses (A) through (E).
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4. Registration Expenses.
The Company and the Guarantors agree to bear and to pay or cause to be paid promptly all
expenses incident to the Company’s performance of or compliance with this Agreement, including (a)
all Commission and any FINRA registration, filing and review fees and expenses including
reasonable fees and disbursements of counsel for the Eligible Holders in connection with such
registration, filing and review, (b) all fees and expenses in connection with the qualification of
the Registrable Securities and the Exchange Securities, as applicable, for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii) and determination of their
eligibility for investment under the laws of such jurisdictions as the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the Electing Holders in
connection with such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the
Securities or Exchange Securities, as applicable, for delivery and the expenses of printing or
producing any selling agreements and blue sky or legal investment memoranda and all other
documents in connection with the offering, sale or delivery of Securities or Exchange Securities,
as applicable, to be disposed of (including certificates representing the Securities or Exchange
Securities, as applicable), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities or Exchange Securities, as applicable, and the
preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under
the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral
agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s
officers and employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company, (h) reasonable
fees, disbursements and expenses of one counsel for the Electing Holders retained in connection
with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate
principal amount of the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (i) any fees charged by securities rating services for
rating the Registrable Securities or the Exchange Securities, as applicable, and 0) fees, expenses
and disbursements of any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the
“Registration Expenses”). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities,
Securities or Exchange Securities, as applicable, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts and commissions,
if any, and transfer taxes, if any, attributable to the sale of such Registrable Securities and
Exchange Securities, as applicable, and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than the counsel and
experts specifically referred to above.
5. Representations and Warranties.
Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and
agrees with, each Purchaser and each of the holders from time to time of Registrable Securities
that:
14
(a) Each registration statement covering Registrable Securities, Securities or Exchange
Securities, as applicable, and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(c) or Section 3(d) and any further amendments
or supplements to any such registration statement or prospectus, when it becomes effective or is
filed with the Commission, as the case may be, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at all times subsequent to the
Effective Time when a prospectus would be required to be delivered under the Securities Act, other
than (A) from (i) such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) such time as the Company
furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e) or
(B) during any applicable Suspension Period, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or
Section 3(d), as then amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then
existing; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Company by a holder of Registrable Securities expressly for use therein.
(b) Any documents incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission, as the case may be,
will conform or conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by a holder of
Registrable Securities expressly for use therein.
(c) The compliance by the Company and the Guarantors with all of the provisions of this
Agreement and the consummation of the transactions herein contemplated will not (i) conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company, the Guarantors or any of their respective subsidiaries is a party or by which
the Company, the Guarantors or any of their respective subsidiaries is bound or to which any of the
property or assets of the Company, the Guarantors or any of their respective subsidiaries is
subject, (ii) result in any violation of the provisions of the certificate of incorporation, as
amended, or the by-laws or other governing documents, as applicable, of the Company or the
Guarantors or (iii) result in any violation of any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of
their respective subsidiaries or any of their respective properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Company and the Guarantors of the
transactions contemplated by this Agreement, except (x) the registration under the Securities Act
of the Registrable Securities and the Exchange Securities, as applicable, and qualification of the
15
Indenture under the Trust Indenture Act, (y) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or blue sky laws in
connection with the offering and distribution of the Registrable Securities and the Exchange
Securities, as applicable, and (z) such consents, approvals, authorizations, registrations or
qualifications that have been obtained and are in full force and effect as of the date hereof.
(d) This Agreement has been duly authorized, executed and delivered by the Company and by the
Guarantors.
6. Indemnification and Contribution.
(a) Indemnification by the Company and the Guarantors. The Company and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement and each of the Electing Holders as
holders of Registrable Securities included in a Shelf Registration Statement against any losses,
claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may
become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Exchange Registration Statement or
any Shelf Registration Statement, as the case may be, under which such Registrable Securities or
Exchange Securities were registered under the Securities Act, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule
433) contained therein or furnished by the Company to any such holder or any such Electing Holder,
or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such holder and each such Electing
Holder for any and all legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred; provided,
however, that neither the Company nor the Guarantors shall be liable to any such person in any
such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus (including, without
limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or
supplement thereto, in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.
(b) Indemnification by the Electing Holders. The Company may require, as a condition to
including any Registrable Securities in any Shelf Registration Statement filed pursuant to Section
2(b), that the Company shall have received an undertaking reasonably satisfactory to it from each
Electing Holder of Registrable Securities included in such Shelf Registration Statement, severally
and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors and all other
Electing Holders of Registrable Securities included in such Shelf Registration Statement, against
any losses, claims, damages or liabilities to which the Company, the Guarantors or such other
Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus (including, without limitation, any
“issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the
Company to any Electing Holder,
16
or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such Electing Holder
expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or
other expenses reasonably incurred by the Company and the Guarantors in connection with
investigating or defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability to any person under
this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by
such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to
such registration.
(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b). In case
any such action shall be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the prior written consent
of the indemnified party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
17
statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation
(even if the holders were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in this
Section 6(d). The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no Electing Holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds received by such
holder from the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d)
to contribute shall be several in proportion to the principal amount of Registrable Securities
registered by them and not joint.
(e) The obligations of the Company and the Guarantors under this Section 6 shall be in
addition to any liability which the Company or the Guarantors may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and partner of each
holder, each Electing Holder, and each person, if any, who controls any of the foregoing within
the meaning of the Securities Act; and the obligations of the holders and the Electing Holders
contemplated by this Section 6 shall be in addition to any liability which the respective
holder or Electing Holder may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantors and to each person,
if any, who controls the Company or any of the Guarantors within the meaning of the Securities
Act, as well as to each officer and director of the other holders and to each person, if any,
who controls such other holders within the meaning of the Securities Act.
7. Underwritten Offerings.
Each holder of Registrable Securities hereby agrees with the Company and each other such
holder that no holder of Registrable Securities may participate in any underwritten offering
hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b)
the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at
least a majority in aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company, (c) each holder of Registrable Securities participating in such
underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled selecting the managing underwriter
or underwriters hereunder and (d) each holder of Registrable Securities participating in such
underwritten offering completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities
that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good
faith and execute all indemnities,
18
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements, including using commercially reasonable efforts to procure customary
legal opinions and auditor “comfort” letters.
8. Rule 144.
(a) Facilitation of Sales Pursuant to Rule 144. The Company and each of the Guarantors
covenant to the holders of Registrable Securities that to the extent it shall be required to do
so under the Exchange Act, the Company and the Guarantors shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act (including the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule
144), and shall take such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations of the
exemption provided by Rule 144. Upon the request of any holder of Registrable Securities in
connection with that holder’s sale pursuant to Rule 144, the Company and the Guarantors shall
deliver to such holder a written statement as to whether it has complied with such
requirements.
(b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Registrable Securities may become eligible to sell such Registrable Securities
pursuant to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities
or (2) excuse the Company’s and the Guarantors’ obligations set forth in Section 2 of this
Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf
Registration and Special Interest.
9. Miscellaneous.
(a) No Inconsistent Agreements. The Company and each of the Guarantors represents,
warrants, covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities, Exchange Securities or Securities, as
applicable, or any other securities which would be inconsistent with the terms contained in
this Agreement.
(b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company or the Guarantors fail to perform any of their obligations
hereunder and that the Purchasers and the holders from time to time of the Registrable
Securities may be irreparably harmed by any such failure, and accordingly agree that the
Purchasers and such holders, in addition to any other remedy to which they may be entitled at
law or in equity, shall be entitled to compel specific performance of the obligations of the
Company and the Guarantors under this Agreement in accordance with the terms and conditions of
this Agreement, in any court of the United States or any State thereof having jurisdiction.
Time shall be of the essence in this Agreement.
(c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally, by facsimile or by courier, or three days after being deposited
in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at 000 Xxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX 00000, Attention:
General Counsel, and if to a holder, to the address of such holder set forth in the security
register or other records of the Company, or to such other address as the Company
19
or any such holder may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.
(d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders
from time to time of the Registrable Securities and the respective successors and assigns of the
foregoing. In the event that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or
otherwise, such transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all
of the terms of this Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed
to be bound by all of the applicable terms and provisions of this Agreement. If the Company shall
so request, any such successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.
(e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force and
effect regardless of any investigation (or statement as to the results thereof) made by or on
behalf of any holder of Registrable Securities, any director, officer or partner of such holder,
or any controlling person of any of the foregoing, and shall survive delivery of and payment for
the Registrable Securities pursuant to the Purchase Agreement, the transfer and registration of
Registrable Securities by such holder and the consummation of an Exchange Offer.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(g) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.
(h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes all prior agreements and understandings between the parties with respect
to its subject matter. This Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the holders of at
least a majority in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall
be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.
(i) Inspection. For so long as this Agreement shall be in effect, this Agreement and a
complete list of the names and addresses of all the record holders of Registrable Securities shall
be made available for inspection and copying on any Business Day by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and
20
this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) and
at the office of the Trustee under the Indenture.
(j) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.
(k) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect and of the remaining
provisions contained in this Agreement shall not be affected or impaired thereby.
21
If the foregoing is in accordance with your understanding, please sign and return
to us one for the Company and the Representative plus one for each counsel counterparts
hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this
letter and such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Guarantors and the Company. It is understood that your acceptance of this
letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form
of Agreement among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority of the
signers thereof.
| Very truly yours, Clear Channel Worldwide Holdings, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Executive Vice President, Chief Financial Officer, Secretary |
|||
| Clear Channel Outdoor Holdings, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| Clear Channel Outdoor, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| Clear Channel Adshel, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| 1567 Media LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
[Series A Registration Rights Agreement]
| Clear Channel Spectacolor, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| Clear Channel Taxi Media, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| Clear Channel Outdoor Holdings Company Canada |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| Outdoor Management Services, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| In-ter-space Services, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
[Series A Registration Rights Agreement]
Accepted as of the date hereof:
Xxxxxxx,
Xxxxx & Co.
By:
|
/s/ Xxxxxxx, Sachs & Co. |
|||||
| (Xxxxxxx, Xxxxx & Co.) | ||||||
| On behalf of each of the Purchasers | ||||||
23
Exhibit A
Clear Channel Worldwide Holdings, Inc.
INSTRUCTION TO DTC PARTICIPANTS
(Date of Mailing)
URGENT — IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE] *
The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Clear Channel Worldwide Holdings, Inc. (the “Company”) 9.25% Series A
Senior Notes due 2017 (the “Securities”) are held.
The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.
It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Clear Channel Worldwide Holdings,
Inc., 000 Xxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX 00000, Attention: General Counsel.
| * | Not less than 28 calendar days from date of mailing. |
A-1
Clear Channel Worldwide Holdings, Inc.
Notice of Registration Statement
and
Selling Securityholder Questionnaire
and
Selling Securityholder Questionnaire
(Date)
Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between Clear Channel Worldwide Holdings, Inc. (the “Company”) and
the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the
Company has filed or will file with the United States Securities and
Exchange Commission (the “Commission’) a registration statement on Form [___] (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), of the Company’s 9.25% Series A Senior Notes due 2017
(the “Securities”). A copy of the Exchange and Registration Rights Agreement has been filed as an
exhibit to the Shelf Registration Statement and can be obtained from the Commission’s website at
xxx.xxx.xxx. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Exchange and Registration Rights Agreement.
Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Company’s counsel at the address set forth herein for
receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do
not properly complete, execute and return this Notice and Questionnaire by such date (i) will not
be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.
Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.
The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.
A-2
ELECTION
The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it
and listed below in Item (3). The undersigned, by signing and returning this Notice and
Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement,
including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if
the undersigned Selling Securityholder were an original party thereto.
Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to
indemnify and hold harmless the Company, its officers who sign any Shelf Registration Statement,
and each person, if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against
certain loses arising out of an untrue statement, or the alleged untrue statement, of a material
fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged
omission, to state a material fact required to be stated in such Shelf Registration Statement or
the related prospectus, but only to the extent such untrue statement or omission, or alleged
untrue statement or omission, was made in reliance on and in conformity with the information
provided in this Notice and Questionnaire.
Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.
The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:
A-3
QUESTIONNAIRE
| (1) | (a) | Full legal name of Selling Securityholder: |
| (b) | Full legal name of registered Holder (if not the same as in (a) above) of Registrable Securities listed in Item (3) below: | ||
| (c) | Full legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held: | ||
| (2) | Address for notices to Selling Securityholder: |
| Telephone: | ||||||||
| Fax: | ||||||||
| Contact Person: | ||||||||
| E-mail for Contact Person: | ||||||||
| (3) | Beneficial Ownership of Securities: |
| Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities. | |||
| (a) | Principal amount of Registrable Securities beneficially owned:
|
||
| CUSIP No(s). of such Registrable
Securities: |
|||
| (b) | Principal amount of Securities other than Registrable Securities beneficially owned: | ||
| CUSIP No(s). of such other
Securities: |
|||
| (c) | Principal amount of Registrable Securities that the undersigned wishes to be included
in the Shelf Registration
Statement: |
||
| CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement: |
| (4) | Beneficial Ownership of Other Securities of the Company: |
| Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3). | |||
| State any exceptions here: | |||
A-4
| (5) | Individuals who exercise dispositive powers with respect to the Securities: |
| If the Selling Securityholder is not an entity that is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder must disclose the name of the natural person(s) who exercise sole or shared dispositive powers with respect to the Securities. Selling Securityholders should disclose the beneficial holders, not nominee holders or other such others of record. In addition, the Commission has provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining the person or persons sharing voting and/or dispositive powers with respect to the Securities. | |||
| (a) | Is the holder a Reporting Company? | ||
| Yes No | |||
| If “No”, please answer Item (5)(b). | |||
| (b) | List below the individual or individuals who exercise dispositive powers with respect to the Securities: | ||
| Please note that the names of the persons listed in (b) above will be included in the Shelf Registration Statement and related Prospectus. |
| (6) | Relationships with the Company: |
| Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. | |||
| State any exceptions here: | |||
| (7) | Plan of Distribution: |
| Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the |
A-5
| Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. | |||
| State any exceptions here: | |||
| Note: In no event may such method(s) of distribution take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Company. |
| (8) | Broker-Dealers: |
| The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities. | |||
| (a) | State whether the undersigned Selling Securityholder is a registered broker-dealer: | ||
| Yes No | |||
| (b) | If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus. |
| (i) | Were the Securities acquired as compensation for underwriting activities? |
| Yes No | |||
| If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation: |
| (ii) | Were the Securities acquired for investment purposes? |
| Yes No |
| (iii) | If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities: |
A-6
| (c) | State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): | ||
| Yes No | |||
| (d) | If you answered “Yes” to question (c) above: |
| (i) | Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? |
| Yes No | |||
| If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities: | |||
| (ii) | At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? |
| Yes No | |||
| If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements: | |||
| If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as an underwriter in the Shelf Registration Statement and the related Prospectus. |
| (9) | Hedging and short sales: |
| (a) | State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to the Registrable Securities: | ||
| Yes No | |||
| If “Yes”, provide below a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, including the extent to which such hedging transactions remain in place: | |||
A-7
| (b) | Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly Available Interpretations regarding short selling: | ||
| “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.” | |||
| By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be deemed to be aware of the foregoing interpretation. |
* * * * *
By signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act,
particularly Regulation M (or any successor rule or regulation).
The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to indemnify and hold harmless the Company and certain other persons as set forth
in the Exchange and Registration Rights Agreement.
In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.
By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.
In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably request regarding such
Selling Securityholder and the intended method of distribution of Registrable Securities in order
to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:
A-8
| (i) | To the Company: |
| (ii) | With a copy to: |
Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire
shall be governed in all respects by the laws of the State of New York.
A-9
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.
Dated:
|
Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:
A-10
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
[Name of Trustee]
Clear Channel Worldwide Holdings,
Inc. c/o [Name of Trustee]
[Address of Trustee]
Clear Channel Worldwide Holdings,
Inc. c/o [Name of Trustee]
[Address of Trustee]
Attention: Trust Officer
| Re: | Clear Channel Worldwide Holdings, Inc. (the
“Company”) 9.25% Series A Senior Notes due 2017 |
Dear Sirs:
Please be advised that has transferred $
aggregate principal amount of the above-referenced Notes pursuant to an effective Registration
Statement on Form [ ] (File No. 333- ) filed by the Company.
We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such
owner’s name.
Dated:
| Very truly yours, |
||||
| (Name) | ||||
| By: | ||||
| (Authorized Signature) | ||||
B-1
