AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
EXECUTION COPY
This Amendment No. 3 (the “Third Amendment”), dated as of May 13, 2008, to the Agreement and
Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007 and on May 17, 2007 (as
amended through May 17, 2007, the “May 2007 Agreement”, and as amended further by this Third
Amendment, the “Agreement”), by and among BT Triple Crown Merger Co., Inc., a Delaware corporation
(“Mergerco”), B Triple Crown Xxxxx, LLC, a Delaware limited liability company, T Triple Crown
Xxxxx, LLC, a Delaware limited liability company (together with B Triple Crown Xxxxx, LLC, the
“Parents”), CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. a
Delaware corporation (“New Holdco”) and Clear Channel Communications, Inc., a Texas corporation
(the “Company”).
RECITALS
WHEREAS, Section 8.03 of the Agreement permits the parties, by action by or on behalf
of their respective board of directors, to amend the Agreement by an instrument in writing signed
on behalf of each of parties; and
WHEREAS, the parties hereto and certain other parties have entered into that certain
Settlement Agreement pursuant to which the parties hereto have agreed to revise certain terms and
conditions of the May 2007 Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as provided herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties
and covenants and subject to the conditions herein contained and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS
DEFINITIONS
SECTION 1.01. Definitions; References. Unless otherwise specifically defined herein, each
capitalized term used but not defined herein shall have the meaning assigned to such term in
the Agreement. Each reference to “hereof,” “hereunder,” “hereby,” and “this Agreement” shall,
from and after the date of this Third Amendment, refer to the Agreement, as amended by this
Third Amendment. Each reference herein to “the date of this Third Amendment” shall refer to
the date set forth above, and each reference to the “date of this Agreement” or similar
references in the Agreement shall refer to November 16, 2006.
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ARTICLE II.
AMENDMENT TO AGREEMENT
AMENDMENT TO AGREEMENT
SECTION 2.01. Amendment to Second Whereas Clause. The second whereas clause shall be deleted
in its entirety.
SECTION 2.02. Amendment to Section 2.02 of the Agreement. Section 2.02 of the Agreement shall
be deleted and replaced in its entirety with the following:
“Section 2.02. Closing. Subject to the satisfaction or, if permissible, waiver of the
conditions set forth in Article VII hereof, the closing of the Merger (the
“Closing”) will take place at 10:00 a.m., Eastern Time, on a date to be specified by the
parties hereto, but no later than the fifth business day after the satisfaction or waiver of
the conditions set forth in Section 7.01, Section 7.02 and Section
7.03 hereof (other than conditions that, by their own terms, cannot be satisfied until
the Closing, but subject to the satisfaction of such conditions at Closing) at the offices
of Ropes & Xxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other
time, date or place as is agreed to by the parties hereto after the date of the Third
Amendment (such date being the “Closing Date”).”
SECTION 2.03. Amendment to Section 3.01(b) of the Agreement. Section 3.01(b) of the Agreement
shall be amended by deleting paragraph (i) thereof in its entirety and replacing it with the
following:
“(i) Except as otherwise provided in this Agreement, each Public Share issued
and outstanding immediately prior to the Effective Time shall, subject to
Section 3.01(c) and Section 3.01(g), be cancelled and converted into
the right to receive either (A) one validly issued, fully paid and non assessable
share of the New Holdco Common Stock valued at $36.00 per share based on the cash
purchase price to be paid by investors that buy New Holdco Common Stock for cash in
connection with the Closing plus the Additional Per Share Consideration (if any)
payable in cash (the consideration described in this clause (A), the “Stock
Consideration”) or (B) $36.00 payable in cash without interest, plus the Additional
Per Share Consideration (if any) payable in cash; provided, however, that at the
election of New Holdco, the amount payable in cash may be reduced by an amount equal
to the Additional Equity Consideration which will be paid in the form of a fraction
of a share of New Holdco Common Stock valued at $36.00 per share of New Holdco
Common Stock, and the balance of the amount described in this clause (B) shall be
paid in cash without interest (the Additional Equity Consideration and the cash
consideration described in this clause (B), collectively, the “Cash Consideration”).
The Stock Consideration or Cash Consideration, as applicable shall be referred to
herein as the “Merger Consideration”, which when used herein shall be deemed to
include cash in lieu of the fractional shares of New Holdco Common Stock pursuant to
Section 3.01(j). For purposes of this Section 3.01(b), the following terms
shall have the following meanings:
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“Additional Equity Consideration” shall mean an amount equal to the lesser of
(1) $1.00 or (2) a fraction equal to (A) the positive difference between (i) the
aggregate amount of funds that New Holdco determines are needed for the Merger,
Merger-related expenses, and the Company’s cash requirements and (ii) the sources of
funds available to Mergerco from borrowings, equity contributions, Stock
Consideration and the Company’s available cash, divided by (B) the total
number of Public Shares that will receive the Cash Consideration.
SECTION 2.04. Amendment to Section 3.01(c)(i) of the Agreement. Section 3.01(c)(i) of the
Agreement shall be amended by deleting from the second parenthetical “(other than an Affiliated
Holder.”
SECTION 2.05. Amendment to Section 3.01(c)(ii) of the Agreement. Section 3.01(c)(ii) of the
Agreement shall be amended by deleting the parenthetical “(other than an Affiliated Holder).”
SECTION 2.06. Amendment to Section 3.01(d) of the Agreement. Section 3.01(d) of the Agreement
is amended and restated as follows:
“Mailing of Form of Election; Election Deadline, Shareholder Notification.
Mergerco and New Holdco shall prepare and direct the Paying Agent to mail a Form of
Election, which form shall (i) include a Letter of Transmittal and (ii) be subject to the
reasonable approval of the Company, with the Proxy Statement/Prospectus to the record
holders of Public Share(s) and Company Options as of the record date for the Shareholders’
Meeting (the “Election Form Record Date”) (by posting the Form of Election and related
materials on the Company’s website or otherwise). To be effective, a Form of Election must
be properly completed and signed by a record owner of Public Shares or Company Options, as
the case may be and received by the Paying Agent at its designated office, by 5:00 p.m. New
York City time on the fifth business day immediately preceding the Shareholders’ Meeting
(the “Election Deadline”). Any Form of Election pursuant to which a record owner of Public
Shares or Company Options elects for the Stock Consideration, such Form of Election must be
accompanied by (i) for Public Shares held as physical certificates and for Company Options,
the certificates for such Public Shares or Company Options, as applicable, a Letter of
Transmittal properly completed and duly exercised, any required signature guarantees and any
other required documents, and (ii) for Book Entry Shares either a Letter of Transmittal,
properly completed and duly executed and any required signature guarantees, or a message,
transmitted by the official book-entry transfer facility to, and received by, by the
depositary, which states that the book-entry transfer facility has received an express
acknowledgement from the holder tendering the Public Share that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and that the
Parents may enforce such agreement against the holder, or (iii) for Certificates or Book
Entry Shares, such form of “guaranteed delivery” that is acceptable to the Paying Agent as
described in the instructions to the Letter of Transmittal. The Paying Agent (or, in the
case of Company Options, the Company) will hold the Final Stock Election Shares (as defined
below), the Company Options delivered in accordance with this Section 3.01(d) and
the Letters of Transmittal relating thereto until the earlier of the termination of this
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Agreement or the Effective Time. Any Public Holder or holder of Company Options that does
not deliver a properly completed Form of Election and Letter of Transmittal, if applicable,
prior to the Election Deadline shall be deemed to have elected to (i) receive the Cash
Consideration for each Final Stock Election Shares that is not so delivered and/or (ii) have
each Company Option that is not so delivered treated in accordance with Section
3.03(a)(i) and (iii) the Stock Election or portion of a Stock Election relating to such
Final Stock Election shall be rejected. In the event that a Stock Election or portion of a
Stock Election is rejected pursuant to the preceding sentence, then such Stock Election or
portion of a Stock Election shall be deemed of no force and effect and the record holder
making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash
Election for each Public Share that is subject to such rejected Stock Election or such
rejected portion of a rejected Stock Election and (ii) shall be deemed not to have made a
Stock Election for such Net Electing Option Share that is subject to such rejected Stock
Election and such rejected portion of a rejected Stock Election (such that the Company
Option(s) related to such share shall be treated in accordance with Section
3.03(a)(i)).”
SECTION 2.07. Amendment to Section 3.01(g) of the Agreement.
(a) Section 3.01(g) of the Agreement shall be amended by deleting the first sentence
thereof and replacing it with the following:
“Notwithstanding anything in this Agreement to the contrary, the maximum
aggregate number of Public Shares and Net Electing Option Shares to be converted
into the right to receive New Holdco Common Stock at the Effective Time pursuant to
Stock Elections shall not be more than the Maximum Stock Election Number. For
purposes of this Agreement, the “Maximum Stock Election Number” shall be 30% of the
total number of New Holdco Shares outstanding as of the Closing Date (for the
avoidance of doubt, all shares of New Holdco Common Stock issued in respect to shares of Company Common Stock pursuant to Stock Elections and all shares of New
Holdco Common Stock issued in respect of Rollover Shares and the other transactions
contemplated by this Agreement shall be deemed outstanding as of the Closing Date).
The parties will instruct the Paying Agent to use reasonable efforts to ensure that
no holder of Public Shares and/or Net Electing Option Shares will receive more than
11,111,112 shares of New Holdco Common Stock (the “Individual Cap”) pursuant to one
or more Form(s) of Election. The Stock Election Shares shall be converted into the
right to receive New Holdco Common Stock or to receive Cash Consideration, each in
accordance with the terms of Section 3.01(b), in the following manner:”
(b) Section 3.01(g) of the Agreement shall be amended by adding the following new
subsections (ii) (D) and (ii)(E) thereto:
“(D) Notwithstanding the foregoing, (i) as long as Shareholder A has made a
Stock Election in accordance with the terms set forth in Section 3.01(c) with
respect to Stock Election Shares that is equal to or is greater than the
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Individual Cap, the number of Shareholder A’s First Allocation Distributable
Shares shall be equal to the Sponsor Investment Factor times 11,111,112 shares (but
not less than 6,805,855 nor more than the Individual Cap) and (ii) as long as
Shareholder B has made a Stock Election in accordance with the terms set forth in
Section 3.01(c) with respect to Stock Election Shares that is equal to or is greater
than 2,777,778, the number of Shareholder B’s First Allocation Distributable Shares
shall be equal to the Sponsor Investment Factor times 2,777,778 shares (but not less
than 1,666,667 nor more than the Individual Cap).
(E) Unless a beneficial holder of Public Shares (i) submits a request in
writing to the Paying Agent prior to the Election Deadline to have the Individual
Cap apply with respect to the Public Shares beneficially owned by such holder and
(ii) provides information necessary to verify such beneficial holder, including
without limitation the name of the holder(s) of record of such Public Shares, the
account number and any other information reasonably requested by the Paying Agent,
the Individual Cap shall apply (x) in the case of Public Shares held as physical
certificates, with respect to each holder of record of such Public Shares and (y) in
the case of Book Entry Shares, with respect to each account in which such Public Shares are held on the books of a brokerage firm or other similar institutions that
hold Public Shares on behalf of beneficial holders.”
SECTION 2.08. Amendment to Section 3.01(j) of the Agreement. Section 3.01(j) of the Agreement
is amended and restated as follows:
“(j) No Fractional Shares. Notwithstanding any other provision in this
Agreement, no fractional shares of New Holdco Common Stock shall be issued in the
Merger to any holder of Public Shares, Company Options or Rollover Shares as Merger
Consideration or to any holder of Public Shares, Company Options or Rollover Shares
pursuant to any exchange involving Rollover Shares. Each holder of Public Shares,
Company Options or Rollover Shares, as applicable, who otherwise would have been
entitled to a fraction of a share of New Holdco Common Stock shall receive in lieu
thereof cash (without interest) in an amount determined by multiplying the
fractional share interest to which such holder would otherwise be entitled by
$36.00. No such holder shall be entitled to dividends, voting rights or any other
rights in respect of any fractional share of New Holdco Common Stock.”
SECTION 2.09. Amendment to Section 3.01 of the Agreement. Section 3.01 of the Agreement is
amended by adding the following new subsection (l) at the end thereto:
“(l) Cancellation of Prior Stock Elections and Return of Stock Certificates.
All Stock Elections made prior to the Third Amendment Date shall be deemed voided and
cancelled and all Letters of Transmittal that were delivered prior to the Third Amendment
Date shall be deemed cancelled and no longer have any effect without any additional actions
needed by the parties hereto or any holder(s) of Public Shares or Company Options. As soon
as practicable following the Third Amendment Date, New Holdco and Mergerco shall instruct
the Paying Agent to deliver to the holders of record
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thereof all physical stock certificates of Public Shares and Letters of Transmittal with
respect to Book Entry Shares received by the Paying Agent prior to the Third Amendment
Date.”
SECTION 2.10. Amendment to Section 4.12 of the Agreement. Section 4.12 of the Agreement shall
be amended by adding the following new sentence at the end thereof:
“For the avoidance of doubt, each reference to the Form S-4 shall mean collectively,
the registration statement on Form S-4 that was filed with the SEC by New Holdco on May 30,
2007, as amended or supplemented (the “May 2007 Form S-4”), and any post-effective amendment
to the May 2007 Form S-4 or new registration statement on Form S-4 filed by New Holdco
following the Third Amendment Date, as amended or supplemented.”
SECTION 2.11. Amendment to Section 4.16 of the Agreement. Section 4.16 of the Agreement shall
be deleted in its entirety.
SECTION 2.12. Additional Representations and Warranties of the Company. The Company hereby
represents and warrants to Mergerco, New Holdco and the Parents as follows:
(a) Authority Relative to Third Amendment. The Company has all necessary
corporate power and authority to execute and deliver this Third Amendment, to perform its
obligations hereunder. The execution and delivery of this Third Amendment by the Company
have been duly and validly authorized by all necessary corporate action, and no other
corporate proceedings on the part of the Company are necessary to authorize the execution
and delivery of this Third Amendment. This Third Amendment has been duly and validly
executed and delivered by the Company and, assuming the due authorization, execution and
delivery by Mergerco, New Holdco and the Parents, this Third Amendment constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms (except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar Laws of general
applicability relating to or affecting creditors’ rights, and to general equitable
principles).
(b) Additional Representations. Each of the representations and warranties
contained in Section 4.04(b)(ii) and Section 4.04(b)(iii) is true and
accurate as if made anew as of the date of this Third Amendment (except that it is
acknowledged and agreed that the Board of Directors does not, and will not, make any
recommendation to the Company’s stockholders with respect to the Stock Election or the Stock
Consideration).
(c) Opinion of Financial Advisor. The Board of Directors of the Company has
received an opinion of Xxxxxxx, Xxxxx & Co. to the effect that, as of the date of such
opinion and based upon and subject to the limitations, qualifications and assumptions set
forth therein, the consideration of $36.00 in cash per share as provided in Section
3.01(b) of the Agreement, after giving effect to this Third Amendment, payable to
holders of Public Shares (other than Public Shares held by affiliates of the Company), is
fair from a
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financial point of view to such holders. The Company shall deliver an executed copy of
the written opinion received from Xxxxxxx, Sachs & Co. to the Parents promptly upon receipt
thereof.
SECTION 2.13. Amendment to Article V of the Agreement. Article V of the Agreement is amended
by deleting from the lead-in paragraph thereto each reference to the “Second Amendment Disclosure
Letter” and replacing them with “Third Amendment Disclosure Letter”.
SECTION 2.14. Amendment to Section 5.07 of the Agreement. Section 5.07 of the Agreement is
amended and restated in its entirety to read as follows:
(a) “Section 5.07 Available Funds. Section 5.07(a) of the Third Amendment
Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment
Date, of executed loan agreements from the parties listed in Section 5.07(a) (as the
same may be amended, modified, supplemented, restated, superseded and replaced in accordance
with Section 6.13(a), collectively, the “Financing Agreements”), pursuant to which,
and subject to the terms and conditions thereof, the lender parties thereto have agreed to
lend the amounts set forth therein for the purpose of funding the transactions contemplated
by this Agreement (the “Debt Financing”). Section 5.07(a) of the Third Amendment
Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment
Date, of executed commitment letters (collectively, the “Equity Commitment Letters” and
together with the Financing Agreements, the “Financing Commitments”) pursuant to which the
investors listed in Section 5.07(a) of the Third Amendment Disclosure Letter (the
“Investors”) have committed to invest the cash amounts set forth therein subject to the
terms therein (the “Equity Financing” and together with the Debt Financing, the
“Financing”). Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true,
accurate and complete copies, as of the Third Amendment Date, of the executed Escrow
Agreement executed by the Parents, New Holdco, Mergerco, the Company, the Banks and the
certain other parties party thereto.
(b) As of the Third Amendment Date, the Financing Commitments are in full force and
effect and have not been withdrawn or terminated or otherwise amended or modified in any
respect. As of the Third Amendment Date, each of the Financing Commitments, in the form so
delivered, is in full force and effect and is a legal, valid and binding obligation of the
Parents, Mergerco and New Holdco, as applicable, and to the Parents’ and Mergerco’s
knowledge, the other parties thereto. Except as set forth in the Financing Commitments,
there are no (i) conditions precedent to the respective obligations of the Investors to fund
the full amount of the Equity Financing; (ii) conditions precedent to the respective
obligations of the lenders specified in the Financing Agreements to fund the full amount of
the Debt Financing; or (iii) contractual contingencies under any agreements, side letters or
arrangements relating to the Financing Commitments to which either Parent, New Holdco,
Mergerco or any of their respective affiliates is a party that would permit the lenders
specified in the Financing Agreements or the Investors providing the Equity Commitment
Letters to reduce the total amount of the Financing (other than retranching, reallocating or
replacing the Debt
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Financing in a manner that does not reduce the aggregate amount of the Debt Financing),
or that would materially affect the availability of the Debt Financing or the Equity
Financing. As of the Third Amendment Date, (A) no event has occurred which, with or without
notice, lapse of time or both, would constitute a default or breach on the part of the
Parents, New Holdco or Mergerco under any term or condition of the Financing Commitments,
and (B) subject to the accuracy of the representations and warranties of the Company set
forth in Article II hereof, and the satisfaction of the conditions set forth in Section
7.01 and Section 7.02 hereof, the Parents, New Holdco and Mergerco have no
reason to believe that Mergerco or New Holdco will be unable to satisfy on a timely basis
any term or condition of closing to be satisfied by it contained in the Financing
Commitments. Each of the Parents, New Holdco and Mergerco have fully paid any and all
commitment fees or other fees required by the Financing Commitments to be paid by it on or
before the Third Amendment Date. Subject to the terms and conditions of this Agreement and
as of the Third Amendment Date, assuming the funding of the Financing in accordance with the
terms and conditions of the Financing Agreements, the aggregate proceeds from the Financing,
together with the aggregate value of the New Holdco Common Stock to be issued pursuant to
Article III, in each case valued at $36 per share, plus the total cash on hand of the
Company as of the Closing Date, constitute all of the financing required to be provided by
Mergerco and New Holdco for the consummation of the transactions contemplated hereby, and
are sufficient for the satisfaction of all of the Parents’, New Holdco’s and Mergerco’s
obligations under this Agreement, including the payment of the Aggregate Merger
Consideration and the payment of all associated costs and expenses (including any
refinancing of indebtedness of Mergerco or the Company required in connection therewith).
From and after the Third Amendment Date, Mergerco, New Holdco, the Parents, any
Investor and their respective affiliates shall not enter into any discussions, negotiations,
arrangements, understanding or agreements with respect to the Equity Financing with those
persons identified on Section 5.07(c) of the Company Disclosure Schedule.
SECTION 2.15. Additional Representations and Warranties of Parents, Mergerco and New Holdco.
The Parents, Mergerco and New Holdco hereby jointly and severally represent and warrant to the
Company as follows:
(a) Authority Relative to Third Amendment. The Parents, Mergerco and New
Holdco have all necessary power and authority to execute and deliver this Third Amendment,
the Escrow Agreement and the Financing Agreements, as applicable, to perform their
respective obligations hereunder and thereunder, as applicable. The execution and delivery
of this Third Amendment, the Escrow Agreement and the Financing Agreements by the Parents,
Mergerco and New Holdco have been duly and validly authorized by all necessary limited
liability company action on the part of the Parents and all corporate action of Mergerco and
New Holdco, and no other corporate proceedings on the part of the Parents, Mergerco or New
Holdco are necessary to authorize the execution and delivery of this Third Amendment. The
Third Amendment, the Escrow Agreement and the Financing Agreements have been duly and
validly executed and delivered by the Parents, Mergerco and New Holdco, as applicable, and,
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assuming the due authorization, execution and delivery by the Company, as applicable,
the Third Amendment, the Escrow Agreement and the Financing Agreements constitutes a legal,
valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable,
enforceable against the Parents, Mergerco and New Holdco in accordance with their terms
(except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditor’s rights, and to general equitable principles).
SECTION 2.16. Amendment to Section 5.08 of the Agreement. Section 5.08 of the Agreement is
amended and restated in its entirety as follows:
“Section 5.08 Limited Guarantee. Concurrently with the execution of the Third
Amendment, the Parents have delivered to the Company the Limited Guarantee of each of the
Investors, dated as of the date hereof, with respect to certain matters on the terms
specified therein.”
SECTION 2.17. Amendment to Section 6.01 of the Agreement.
(a) Section 6.01 of the Agreement shall be amended by deleting the last sentence of the
first paragraph thereof and replacing it with the following:
“Furthermore, the Company agrees with the Parents, New Holdco and Mergerco
that, except as set forth in Section 6.01 of the Company Disclosure Schedule, the
Third Amendment Company Letter or as may be consented to in writing by the Parents
(which consent, with respect to the matters set forth in 6.01(i), 6.01(m) and
6.01(p) of the Third Amendment Company Letter shall not be unreasonably withheld or
delayed), the Company shall not and shall not permit any subsidiary to:”
(b) Section 6.01(b) of the Agreement shall be amended by adding (i) the following
clause at the beginning of the first sentence “Except as listed in Section 6.01(b)
of the Third Amendment Company Letter, and” and (ii) the following clause at the end of the
last sentence “; and (iv) Clear Media Limited, a publicly traded subsidiary of Clear Channel
Outdoor Holdings, Inc., and its subsidiaries shall not be subject to the provisions of this
Section 6.01(b).”
(c) Section 6.01(c) shall be amended by deleting the phrase “$150,000,000 in the
aggregate” and replacing it with the phrase “$150,000,000 in the aggregate for the period
from November 17, 2006 through the Third Amendment Date $100,000,000 in the aggregate for
the period following the Third Amendment Date.”
(d) Section 6.01(e) shall be amended and restated in its entirety as follows:
“(e) other than with respect to the payment prior to May 11, 2008 by the
Company of a regular quarterly dividend, as and when normally paid, not to exceed
$0.1875 per share, declare, set aside for payment or pay any dividend payable in
cash, property or stock on, or make any other distribution in respect of, any shares
of its capital stock or otherwise make any payments to its shareholders
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in their capacity as such (other than dividends by a direct or indirect
majority-owned subsidiary of the Company to its parent);”
(e) Section 6.01(f) shall be amended by deleting clauses (i) and (iii) thereof in their
entirety and replacing such clauses with each of the following:
“(i) incurred under the Company’s or a subsidiary’s existing credit facilities
or incurred to replace, renew, extend, refinance or refund any existing indebtedness
in the ordinary course of business consistent with past practice, not in excess of
the existing credit limits;” and
“(iii) prior to the Third Amendment Date, as otherwise required in the ordinary
course of business consistent with past practice;”
(f) Section 6.01(f) shall be further amended by adding the following clause at the end
of the last sentence “; provided, however, that Clear Media Limited, a
publicly traded subsidiary of Clear Channel Outdoor Holdings, Inc., and its subsidiaries
shall not be subject to the provisions of this Section 6.01(f).”
(g) Section 6.01(j) of the agreement is hereby amended by adding the following
immediately after clause (viii) thereof:
“; provided, that, notwithstanding the foregoing, unless otherwise
agreed in writing by the Parents, Mergerco and the Company, the Company shall
calculate the amount of estimated Taxes that are owed by the Company during the
period commencing on July 1, 2008 and ending on September 30, 2008 based on the
assumption that the Closing will occur on or before September 30, 2008;”
(h) Section 6.01(l) of the Agreement shall be amended by adding “and retention bonus
arrangements in amounts not exceeding $1.5 million in the aggregate” at the end thereof.
(i) Section 6.01(m) of the Agreement shall be amended by deleting the words
“$50,000,000 individually or $100,000,000 in the aggregate” and replacing it with the phrase
“$70,000,000 individually or $200,000,000 in the aggregate.”
(j) Section 6.01(n) of the Agreement shall be amended by deleting the reference to
“$25,000,000” and replacing it with $50,000,000”.
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SECTION 2.18. Amendment to Section 6.03 of the Agreement.
(a) The following sentence shall be added as the third sentence to Section
6.03(a):
“As soon as reasonably practicable following the Third Amendment Date, the
Parents and the Company shall prepare and shall cause to be filed (by no later than
May 30, 2008) with the SEC the Form S-4, including the Proxy Statement.”
(b) The following sentence shall be added at the end of Section 6.03(c):
“The Company and the Parents shall use their best efforts to have the Form S-4
declared effective by the SEC under the Securities Act as promptly as practicable
after the date of the Third Amendment. The Company and the Parents shall use their
best efforts to respond to any comments from the SEC within seven calendars days of
receipt thereof.”
(c) Section 6.03(e) of the agreement is hereby amended by deleting the first sentence
thereof and replacing it with the following:
“As soon as reasonably practicable after the Third Amendment Date, the Company
and New Holdco shall prepare and shall cause to be filed (by no later than May 30,
2008) with the SEC a Form S-4 and proxy supplement in accordance with the provisions
of Section 6.03(a) relating to the meeting of the Company’s shareholders to
be held to consider the adoption and approval of this Agreement and the Merger.”
SECTION 2.19. Amendments to Section 6.04 of the Agreement. Section 6.04 of the Agreement is
amended by adding the following at the end thereof:
“Subject to any actions taken by the SEC, as contemplated by Section 6.03(f)
above, the Shareholders’ Meeting referred to in this Section 6.04 shall be
postponed, convened and held as set forth in Section 6.03(f) above. For the
avoidance of doubt, each reference to the “Shareholders’ Meeting” shall mean collectively
the meeting of the shareholders that took place on September 25, 2007 and any meeting of the
shareholders held following the Third Amendment Date in accordance with this Section 6.04.”
SECTION 2.20. Amendment to Section 6.13 of the Agreement. Section 6.13 of the
Agreement is deleted and hereby replaced in its entirety with the following:
“Section 6.13 Financing.
(a) Mergerco and the Parents shall use their reasonable best efforts to enforce their
rights under the Financing Agreements, including, but not limited to, bring action for
specific performance or as provided in the Settlement Agreement. In furtherance of the
provisions of this Section 6.13(a), one or more Financing Agreements may be amended,
restated, supplemented or otherwise modified, superseded or replaced to add one or more
lenders, lead arrangers, bookrunners, syndication agents or similar entities
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which had not executed the Financing Agreements as of the Third Amendment Date, to
increase the amount of indebtedness or otherwise replace one or more facilities with one or
more new facilities or financings or modify one or more facilities to replace or otherwise
modify the Financing Agreements, or otherwise in a manner not less beneficial in the
aggregate to Mergerco, New Holdco and the Parents (as determined in the reasonable judgment
of the Parents) (the “New Debt Financing Agreements”), provided that the New Debt Financing
Agreements shall not (i) adversely amend the conditions to the Debt Financing set forth in
the Financing Agreements, in any material respect, (ii) reasonably be expected to delay or
prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing
(unless, in the case of this clause (iii), replaced with an amount of new equity financing
on terms no less favorable in any material respect to Mergerco and New Holdco than the terms
set forth in the Equity Commitment Letters or one or more new debt facilities pursuant to
the new debt facilities pursuant to the New Debt Financing Agreements), or (iv) be executed
and be effective unless and until such new lender or supplier of equity fully funds such
amounts with the Escrow Agent under the Escrow Agreement for release concurrent with the
other Escrowed Funds as provided for therein. Upon and from and after each such event, the
term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated
by the Financing Agreements that are not so superseded or replaced at the time in question
and the New Debt Financing Commitments Agreements to the extent then in effect. The
Parents shall (x) give the Company prompt notice of any material breach by any party of any
of the Financing Agreements, any New Debt Financing Agreement or the Financing Arrangements
of which the Parents become aware or any termination thereof, and (z) otherwise keep the
Company reasonably informed of the status of the Parents’ efforts to arrange the Financing
(or any replacement thereof).
(b) The Company shall, and shall cause its subsidiaries, and their respective officers,
employees, consultants and advisors, including legal and accounting of the Company and its
subsidiaries at the Parents’ sole expense, to cooperate in connection with the arrangement
of the Debt Financing (which shall include for the avoidance of doubt and purpose hereof,
any high yield debt securities contemplated by the Financing Commitments or any alternative
debt securities therefor (collectively, the “High Yield Financing”) as may be reasonably
requested in advance written notice to the Company provided by Mergerco or the Parents
(provided that such requested cooperation does not unreasonably interfere with the ongoing
operations of the Company and its subsidiaries or otherwise impair, in any material respect,
the ability of any officer or executive of the Company or Outdoor Holdings to carry out
their duties to the Company and to Outdoor Holdings, respectively). Such cooperation by the
Company shall include, at the reasonable request of Mergerco or the Parents, (i) agreeing to
enter into such agreements, and to execute and deliver such officer’s certificates (which in
the good faith determination of the person executing the same shall be accurate), including
certificates of the chief financial officer of the Company or any subsidiary with respect to
solvency matters and as are customary in financings of such type, and agreeing to pledge,
grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to
such agreements, provided that no obligation of the Company under any such agreement, pledge
or grant shall be effective until the Effective Time; (ii) preparing business projections,
financial statements, pro forma statements and other financial data and
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pertinent information of the type required by Regulation S-X and Regulation S-K under
the Securities Act and of the type and form customarily included in private placements
resold under Rule 144A of the Securities Act to consummate any offering or issuance of any
High Yield Financing or any alternative debt securities therefor, all as may be reasonably
requested by Mergerco or the Parents (the “Required Financial Information”), which Required
Financial Information shall be Compliant (including, for the avoidance of doubt, any
updates, supplements and replacements thereto appropriate for the time during the Company’s
fiscal year the Debt Financing is expected to be consummated); (iii) making the Company’s
Representatives available to assist in the Financing, including participation in a
reasonable number of meetings, presentations (including management presentations), road
shows, drafting sessions, due diligence sessions and sessions with rating agencies,
including one or more meetings with prospective lenders, and assistance with the preparation
of materials for rating agency presentations, offering documents and similar documents
required in connection with the Financing; (iv) reasonably cooperating with the marketing
efforts of the Financing; (v) ensuring that any syndication efforts benefit from the
existing lending and investment banking relationships of the Company and its subsidiaries
(vi) using reasonable best efforts to obtain customary accountants’ comfort letters,
consents, legal opinions, survey and title insurance as requested by Mergerco or the Parents
along with such assistance and cooperation from such independent accountants and other
professional advisors as reasonably requested by Mergerco or the Parents; (vii) taking all
actions reasonably necessary to permit the prospective lenders involved in the Financing to
(A) evaluate the Company’s current assets, cash management and accounting systems, policies
and procedures relating thereto for the purpose of establishing collateral arrangements and
(B) establish bank and other accounts and blocked account agreements and lock box
arrangements in connection with the foregoing; provided that no right of any lender, nor
obligation of the Company or any of its subsidiaries, thereunder shall be effective until
the Effective Time; and (viii) otherwise reasonably cooperating in connection with the
consummation of the Financing and the syndication and marketing thereof, including obtaining
any rating agencies’ confirmations or approvals for the Financing. The Company hereby
consents to the use of its and its subsidiaries’ logos in connection with the Financing.
Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of
its subsidiaries shall be required to pay any commitment or other similar fee or incur any
other liability or obligation in connection with the Financing (or any replacements thereof)
prior to the Effective Time. The Parents shall, promptly upon request by the Company
following the valid termination of this Agreement (other than in accordance with Section
8.01(i), reimburse the Company for all reasonable and documented out-of-pocket costs
incurred by the Company or any of its subsidiaries in connection with such cooperation. The
Parents shall indemnify and hold harmless the Company and its subsidiaries for and against
any and all losses suffered or incurred by them in connection with the arrangement of the
Financing and any information utilized in connection therewith (other than information
provided by the Company or its subsidiaries). As used in this Section 6.13(b),
“Compliant” means, with respect to any Required Financial Information, that such Required
Financial Information does not contain any untrue statement of a material fact or omit to
state any material fact regarding the Company and it subsidiaries necessary in order to make
such Required Financial
- 13 -
Information not misleading and is compliant in all material respects with all
applicable requirements of Regulation S-K and Regulation S-X and a registration statement on
Form S-1 (or any applicable successor form) under the Securities Act, in each case assuming
such Required Financial Information is intended to be the information to be used in
connection with the Debt Financing (including the High Yield Financing) contemplated by the
Financing Agreements.”
SECTION 2.21. Amendment to Section 6.14 of the Agreement. For purposes of the Agreement, the
obligations of the Company set forth in Section 6.14 of the Agreement in respect of Debt Tender
Offers and the Debt Tender Offer Documents shall apply with respect to any requests made by the
Parents pursuant to Section 6.14 of the Agreement following the Third Amendment Date.
SECTION 2.22. Amendment to Section 7.01 of the Agreement.
(a) Section 7.01 of the Agreement shall be amended by adding the following sentence as
the first sentence to Section 7.01:
“Each of the conditions to the obligations of the Parents, Mergerco and New
Holdco to consummate the Merger set forth in the Merger Agreement, as amended by the
First Amendment and as amended by the Second Amendment have been satisfied.”
(b) Section 7.01(b) of the Agreement shall be amended by adding at the end thereof the
following: “and such expiration or termination shall continue to be in effect as of the
Closing Date”.
(c) Section 7.01(d) of the Agreement shall be amended by adding at the end thereof the
following: “and not revoked and continue to be in effect as of the Closing Date”.
SECTION 2.23. Amendment to Section 7.02 of the Agreement.
(a) Section 7.02 of the Agreement is amended and restated in its entirety as follows:
“7.02 Conditions to the Obligations of the Parents and Mergerco. The obligations of
the Parents, New Holdco and Mergerco to consummate the Merger are subject to the satisfaction (or waiver in writing if permissible
under applicable Law) on or prior to the Closing Date by the Parents of the
following further conditions:
(a) after the Third Amendment Date, (i) the Company shall have
performed or complied in all material respects with all agreements and
covenants required by Sections 2.01, 2.03, 3.01, 6.01(b), 6.01(c), 6.01(e),
6.01(f), 6.01(g) and 6.01(n), and 6.01(t) (to the extent relating to any of
the foregoing), of this Agreement to be performed or complied with by it on
or prior to the Effective Time and (ii) no Material Adverse Effect on
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the Company shall have occurred as a result of the Company’s failure to
perform or comply with any other agreement or covenant required by this
Agreement to be performed or complied with by it on or prior to the
Effective Time; and
(b) the Company shall have delivered to the Parents a certificate,
dated the Effective Time and signed by its chief executive officer or
another senior officer on behalf of the Company, certifying to the effect
that the conditions set forth in Section 7.02(a) have been
satisfied.”
(b) Section 7.03 of the Agreement is amended and restated in its entirety as follows:
“7.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to
the satisfaction or waiver (or waiver in writing if permissible under applicable
Law) by the Company of the following further conditions:
(a) after the Third Amendment Date, the Parents, New Holdco and
Mergerco shall have performed or complied in all material respects with all
agreements and covenants required by this Agreement to be performed or
complied with by them on or prior to the Effective Time; and
(b) the Parents, New Holdco and Mergerco shall have delivered to the
Company a certificate, dated the Effective Time and signed by their
respective chief executive officers or another senior officer on their
behalf, certifying to the effect that the conditions set forth in
Section 7.03(a) have been satisfied.”
SECTION 2.24. Amendment to Section 8.01 of the Agreement.
(a) Section 8.01(b) of the Agreement is amended and restated in its entirety as
follows:
“(b) by either the Parents or the Company, if (i) the Effective Time shall not
have occurred on or before 5:00 p.m., New York City Time, on December 31, 2008 (such
date, as may be extended in accordance with this Section 8.01(b), being the
“Termination Date”); and (ii) the party seeking to terminate this Agreement pursuant
to this Section 8.01(b) shall not have breached in any material respect its
obligations under this Agreement in any manner that shall have proximately caused
the failure to consummate the Merger on or before such date; provided, that,
following the Shareholders’ Meeting held after the Third Amendment Date, if as of
the Termination Date there is an on-going dispute among any of the parties to the
Escrow Agreement with respect to the disbursement of the Escrow Fund (as defined in
the Escrow Agreement) pursuant to the Escrow Agreement, the Parents or the Company
may, by written notice to the other party, extend the Termination Date to any date
that is no later than the
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fifth business day following the settlement of any dispute with respect to the
disbursement of the Escrow Fund.”
(b) Section 8.01(e) of the Agreement is amended and restated in its entirety as
follows:
“(e) by the Company if it is not in material breach of its obligations under
this Agreement and if Mergerco, New Holdco and/or the Parents shall have breached or
failed to perform in any material respect any of their covenants or other agreements
set forth in this Agreement, which breach or failure to perform by Mergerco, New
Holdco and/or the Parents (1) would result in a failure of a condition set forth in
Section 7.01 or Section 7.03(a), and (2) cannot be cured on or
before the Termination Date, provided that the Company shall have given the Parents
written notice, delivered at least thirty (30) days prior to such termination,
stating the Company’s intention to terminate this Agreement pursuant to this
Section 8.01(e) and the basis for such termination and Mergerco, New Holdco
and/or the Parents shall have failed to cure such breach or failure within such
thirty (30) day period;”
(c) Section 8.01(f) of the Agreement is amended and restated as follows:
“(f) by the Company if the total amount of the Escrowed Funds is not deposited
with the Escrow Agent or the Banks have not paid any amount owing to the Company
under Section 2 of the Settlement Agreement, in accordance with the terms of the
Escrow Agreement and the Settlement Agreement, as applicable, by the end of the 10th
business day (for purposes of this Section 8.01(f) only, “business day” shall have
the meaning as defined in the Escrow Agreement) following the Third Amendment Date;”
(d) Section 8.01(g) of the Agreement is amended and restated in its entirety as
follows:
“(g) by the Parents if they, New Holdco and Mergerco are not in material breach
of their obligations under this Agreement and if the Company shall have breached or
failed to perform in any material respect any of its covenants or other agreements
set forth in this Agreement, which breach or failure to perform by the Company (1)
would result in a failure of a condition set forth in Section 7.01 or Section
7.02(a), and (2) cannot be cured on or before the Termination Date, provided
that the Parents shall have given the Company written notice, delivered at least
thirty (30) days prior to such termination, stating Parents’ intention to terminate
this Agreement pursuant to this Section 8.01(g) and the basis for such termination
and the Company shall have failed to cure such breach or failure within such thirty
(30) day period;”
SECTION 2.25. Amendment to Section 8.02 of the Agreement.
(a) Section 8.02(a) of the Agreement is amended by adding immediately following the
reference to $45,000,000 the following parenthetical: “(provided that
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notwithstanding anything to the contrary in this Agreement or otherwise, upon
termination of this Agreement under the following circumstances, the Company will promptly
pay to, or as directed by, Parents a set amount in respect of expenses of Mergerco and
Parents (which amount will be in addition to any Company Termination Fee that may become
payable as provided in this Agreement) as follows: (x) in the case of a termination by the
Parents pursuant to Section 8.01(g) this amount shall be $150,000,000, (y) in the case of a
termination by the Company pursuant to Section 8.01(h) or by or the Parents pursuant to
Section 8.01(i), this amount shall be $100,000,000 or (z) or in the case of a termination by
any party pursuant to Section 8.01(b) (other than in the event such termination pursuant to
Section 8.01(b) is a result of a breach by MergerCo, New Holdco or the Parents that was not
caused by a breach by the providers of the Debt Financing) this amount shall be
$100,000,000)”.
(b) Section 8.02(b) of the Agreement is amended and restated in its entirety as
follows:
“(b) If this Agreement is terminated pursuant to Section 8.01(b), Section
8.01(e), or Section 8.01(f), then
(i) in the case of a termination pursuant to Section 8.01(b), if at
such time, the Company is not in material breach of its obligations
hereunder and all conditions to Mergerco’s, New Holdco’s and the Parents’
obligations to consummate the Merger shall have been satisfied, then
Mergerco shall pay to the Company a fee of $500,000,000 (which is increased,
once the total amount of the Escrowed Funds is deposited with the Escrow
Agent in accordance with the terms of the Escrow Agreement, to $600,000,000)
in cash; or
(ii) in the case of a termination pursuant to Section 8.01(e), if at
such time, the Company is not in material breach of its obligations
hereunder and all conditions to Mergerco’s, New Holdco’s and the Parents’
obligations to consummate the Merger shall have been satisfied, then
Mergerco shall pay to the Company a fee of $150,000,000 (which, if such
termination is due to a willful and material breach by Mergerco, New Holdco
and/or the Parents, such fee shall be increased to $500,000,000, and shall
then be further increased once the total amount of the Escrowed Funds is
deposited with the Escrow Agent in accordance with the terms of the Escrow
Agreement, to $600,000,000) in cash; or
(iii) in the case of a termination pursuant to Section 8.01(f) then
Mergerco shall pay to the Company a fee of $500,000,000 in cash,
(such payment, as applicable, the “Mergerco Termination Fee”), such payment to be
made within two (2) business days after the termination of this Agreement, and in
either such case, neither Mergerco, New Holdco nor the Parents shall have no further
liability with respect to this Agreement or the transactions contemplated hereby to
the Company; it being understood that in no event shall
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Mergerco, New Holdco or the Parents be required to pay fees or damages payable
pursuant to this Section 8.02(b) on more than one occasion.”
SECTION 2.26. Amendment to Appendix A to the Agreement.
(a) The defined term “Marketing Period” is hereby deleted from Appendix A.
(b) The defined term “Additional Consideration Date” is hereby amended to mean November
1, 2008.
(c) The following new definitions are added to Appendix A in the correct alphabetical
order:
(i) “Additional Equity Consideration” shall have the meaning set forth in Section
3.02(b).
(ii) “Banks” shall mean the persons set forth on Schedule I to the Third
Amendment Disclosure Letter.
(iii) “Escrow Agent” shall have the meaning set forth in the Escrow Agreement.
(iv) “Escrow Agreement” shall mean the Escrow Agreement, dated as of the Third Amendment Date,
among New Holdco, Mergerco, the Company, the Banks and the certain other parties party thereto.
(v) “Escrowed Amount” shall mean, collectively, the Bank Escrow Amount (as defined in the
Escrow Agreement) and the Buyer Escrow Amount (as defined in the Escrow Agreement).
(vi) “Settlement Agreement” shall mean the Settlement Agreement, dated as of the Third
Amendment Date, among the Company, Mergerco, the Parents, New Holdco, the Banks, and the certain
other parties party thereto.
(vii) “Shareholder A” shall mean collectively, Highfields Capital I LP, a Delaware limited
partnership, Highfields Capital II LP, a Delaware limited partnership, Highfields Capital III LP,
an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I., and
Highfields Capital Management LP, a Delaware limited partnership, and any successor or affiliate of
any of the above.
(viii) “Shareholder B” shall mean collectively, Xxxxxx Capital Partners I, LP, Xxxxxx Capital
Partners II. LP, Whitecrest Partners, LP, Xxxxxx Capital International, Ltd. and Riva Capital
Partners, and any successor or affiliate of any of the above.
(ix) “Sponsor Subscribers” shall mean the Investors, Clear Channel Capital IV, LLC, Clear
Channel Capital V, LLC and any other affiliate of the Investors, or of either of them, that on or
before the Closing Date acquires capital stock of New Holdco in connection with the transactions
contemplated by this Agreement.
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(x) “Sponsor Investment Factor” means the fraction, (x) the numerator of which is an amount,
expressed in dollars, equal to the total equity investment in New Holdco made, directly or
indirectly, by all Sponsor Subscribers on or before the Closing Date and (y) the denominator of
which is $2,400,000,000.
(xi) “Third Amendment Date” shall mean May 13, 2008.
(xii) “Third Amendment Company Letter” shall mean the letter delivered by the Company to the
Parents, New Holdco and Mergerco on the Third Amendment Date.
(xiii) “Third Amendment Disclosure Letter” shall mean the disclosure schedule which has been
delivered by Parents to the Company on the Third Amendment Date.
(d) The following definitions are amended and replaced in their entirety and replaced
with the new definitions as follows:
(i) “Additional Per Share Consideration” shall mean, if the Effective Date
shall occur after the Additional Consideration Date and subject to the provisions of
Section 3.01(b), an amount per share, rounded to the nearest xxxxx, equal to the sum
of (x) the pro rata portion, based upon the number of days elapsed since the
Additional Consideration Date, of $36.00 multiplied by four and one-half percent
(4-1/2%) per annum, for the period from the Additional Consideration Date through
December 1, 2008 plus (y) if the Effective Time shall occur after December
1, 2008 the pro rata portion, based upon the number of days elapsed from December 1,
2008 through the Effective Date, of $36.00 multiplied by six percent (6%) per annum.
(ii) “Requisite Shareholder Approval” shall mean the affirmative vote of the
holders of two-thirds of the outstanding shares of Company Common Stock to approve
this Agreement and the transactions contemplated thereby obtained following the
Third Amendment Date.
ARTICLE III.
MISCELLANEOUS
MISCELLANEOUS
SECTION 3.01. No Further Amendment. Except as expressly amended hereby, the Agreement is in
all respects ratified and confirmed and all of the terms and conditions and provisions thereof
shall remain in full force and effect. This Third Amendment is limited precisely as written and
shall not be deemed to be an amendment to any other term or condition of the Agreement or any of
the documents referred to therein.
SECTION 3.02. Effect of Amendment. This Third Amendment shall form a part of the Agreement
for all purposes, and each party thereto and hereto shall be bound hereby. From and after the
execution of this Third Amendment by the parties hereto, any reference to “this Agreement”,
“hereof”, “herein”, “hereunder” and words or expressions of similar import shall be deemed a
reference to the Agreement as amended hereby.
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SECTION 3.03. Governing Law. This Third Amendment, and all claims or cause of action (whether
in contract or tort) that may be based upon, arise out of or relate to this Third Amendment shall
be governed by the internal laws of the State of New York, without giving effect to any provision
or rule which would invalidate this choice of law.
SECTION 3.04. Counterparts. This Third Amendment may be executed and delivered (including by
facsimile transmission) in two (2) or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and same agreement.
[Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Mergerco, New Holdco the Parents, and the Company have caused this Third
Amendment to be executed as of the date first written above by their respective officers thereunto
duly authorized.
| MERGERCO: BT TRIPLE CROWN MERGER CO., INC. |
||||
| By: | /s/ Xxxx Xxxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxxx | |||
| Title: | Co-President and Secretary | |||
| NEW HOLDCO: CC MEDIA HOLDINGS, INC. |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| PARENTS: B TRIPLE CROWN XXXXX, LLC |
||||
| By: | /s/ Xxxx Xxxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxxx | |||
| Title: | President and Secretary | |||
| T TRIPLE CROWN XXXXX, LLC |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President and Assistant Secretary | |||
| COMPANY: CLEAR CHANNEL COMMUNICATIONS, INC. |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Chief Executive Officer | |||
Signature Page to
Amendment No. 3
to Agreement and Plan of Merger
