INDENTURE Dated as of July 30, 2008 among BT TRIPLE CROWN MERGER CO., INC. as the Issuer, (to be merged with and into CLEAR CHANNEL COMMUNICATIONS, INC., as the surviving entity), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee and DEUTSCHE BANK...Indenture • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
INDENTURE, dated as of July 30, 2008, among BT Triple Crown Merger Co., Inc., a Delaware corporation (“Merger Co,” and prior to the consummation of the Merger, the Issuer), and following the consummation of the Merger, Clear Channel Communications, Inc., a Texas corporation (“Clear Channel,” and following the consummation of the Merger, the Issuer), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
EXECUTIVE OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations
This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Texas
AGREEMENT, dated effective as of July 28, 2008, by and between BT Triple Crown Merger Co., Inc. (“MergerSub”, together with its successors, the “Company”), CC Media Holdings, Inc. (“Holdings”) and Randall T. Mays (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Texas
This Employment Agreement is entered into and effective this 29th day of June, 2008 (the “Effective Date”) between Clear Channel Broadcasting, Inc. (the “Company”) and John Hogan (the “Employee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 9, 2008 (this “Amendment”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“Merger Sub”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations
This Agreement, made and entered into this day of July 2008 (“Agreement”), by and among CC Media Holdings, Inc. (the “Company”), a Delaware corporation, Clear Channel Communications, Inc., a Texas corporation (“Opco”, and together with the Company, the “Clear Channel Companies” and each a “Clear Channel Company”), and (“Indemnitee”):
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 9, 2008 (this “Amendment”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“Merger Sub”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractStockholders Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations
This Award and any securities delivered hereunder are subject to restrictions on voting and transfer and requirements of sale and other provisions set forth in the Stockholders Agreement, to be entered into on or before the Closing Date (as that term is defined in the Merger Agreement), among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. (“MergerSub”), Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays, Randall T. Mays, and other stockholders of CC Media Holdings, Inc. who from time to time may become a party thereto, as amended from time to time, (the “Stockholders Agreement”), and the Side Letter Agreement, to be entered into on or before the Closing Date, among CC Media Holdings, Inc., MergerSub, Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays and Randall T. Mays (“Side Letter Agreement,” together with the Stockholders Agreement, the “Equity Agreements”). This Award and any securities delive
SUPPLEMENTAL INDENTURESupplemental Indenture • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 30, 2008, among Clear Channel Capital I, LLC, a Delaware limited liability company (“Holdings”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (the “Issuer”), each of the Issuer’s Restricted Subsidiaries party hereto (collectively, the “Restricted Guarantors,” and together with Holdings, the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
SENIOR MANAGEMENT OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations
This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth below.
SENIOR EXECUTIVE OPTION AGREEMENTSenior Executive Option Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. (“MergerSub”), Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays, Randall T. Mays, and other stockholders of CC Media Holdings, Inc. who from time to time may become a party thereto, as amended from time to time (the “Stockholders Agreement”), and the Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., MergerSub, Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays and Randall T. Mays (“Side Letter Agreement,” together with the Stockholders Agreement, the “Equity Agreements”). This Option and any securities delivered hereunder constitute Executive Shares as defined in the Stockholders Agr
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Texas
AGREEMENT, dated effective as of July 28, 2008, by and between BT Triple Crown Merger Co., Inc (“MergerSub”, together with its successors, the “Company”), CC Media Holdings, Inc. (“Holdings”) and L. Lowry Mays (“Executive”).
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • Delaware
This First Amended and Restated Management Agreement (this “Agreement”) is entered into as of July 28, 2008 by and among CC Media Holdings, Inc., a Delaware corporation (“New Holdco”), BT Triple Crown Merger Co., Inc., a Delaware corporation (“Triple Crown”), B Triple Crown Finco, LLC, a Delaware limited liability company (“B Finco”), T Triple Crown Finco, LLC, a Delaware limited liability company (“T Finco” and together with B Finco, the “Fincos”), THL Managers VI, LLC, a Delaware limited liability company (“THL”), and Bain Capital Partners, LLC, a Delaware limited liability company (“Bain” and together with THL, the “Managers”; provided that after the Closing (as hereinafter defined) a Manager shall continue to be a “Manager” for all purposes hereunder only for the period when such Manager’s Affiliated Funds own, directly or indirectly, equity interests in New Holdco or its successor(s) in an amount sufficient to entitle that Manager or those funds (whether by ownership of Shares, co
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 28, 2008 (this “Amendment”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“Merger Sub”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CLEAR CHANNEL COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT $980,000,000 Senior Cash Pay Notes due 2016 $1,330,000,000 Senior Toggle Notes due 2016Registration Rights Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
BT Triple Crown Merger Co., Inc., a Delaware corporation (“Merger Sub”), has sold to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 10.75% Senior Cash Pay Notes due 2016 in the principal amount of $980,000,000 (the “Senior Cash Pay Notes”) and its 11.00%/11.75% Senior Toggle Notes due 2016 in the principal amount of $1,330,000,000 (the “Senior Toggle Notes” and together with the Senior Cash Pay Notes, the “Senior Notes”), upon the terms set forth in the Purchase Agreement among Merger Sub and the Representatives dated May 13, 2008 (the “Purchase Agreement”) relating to the initial placement of the Senior Notes and related guarantees (as described below) (the “Initial Placement”). The Senior Notes were issued by Merger Sub prior to the consummation of the Merger and pursuant to an indenture, dated as of the date hereof (the “Indenture”), among Merger Sub, Law Debenture Trust Company of New York, as trustee (the “Tru
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 30th, 2008 • C C Media Holdings Inc • Radio broadcasting stations • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 28, 2008 (this “Amendment”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“Merger Sub”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
