SETTLEMENT AGREEMENT AMONG THE DEBTORS, CCOH, THE SPONSOR ENTITIES, THE DELAWARE INDIVIDUAL DEFENDANTS, AND THE SETTLING PLAINTIFFSSettlement Agreement • December 21st, 2018 • Clear Channel Holdings, Inc. • Texas
Contract Type FiledDecember 21st, 2018 Company JurisdictionThis Settlement Agreement, dated as of December 16, 2018 (this “Settlement Agreement”) is entered into between and among: (a) GAMCO Asset Management, Inc. (“GAMCO”) both individually on behalf of the putative class of public shareholders of Clear Channel Outdoor Holdings, Inc. (“CCOH”) and derivatively on behalf of CCOH, and Norfolk County Retirement System (“Norfolk”), both individually and derivatively on behalf of CCOH (together with GAMCO and the Remaining Minority Shareholders (as defined herein), the “Settling Plaintiffs”); (b) CCOH; (c) Bain Capital Partners, LLC and Bain Capital LP (collectively, “Bain”); (d) Thomas H. Lee Partners, L.P. (“THL,” and together with Bain, the “Sponsor Entities”); (e) the Delaware Individual Defendants (as defined herein); and (f) iHeartMedia, Inc., and its debtor affiliates (collectively, the “Debtors”) in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”) and embodies the terms and conditions of (x) a global settlement of all direct or deriva