CCU Escrow Corporation to be Assumed by Clear Channel Communications, Inc. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • May 7th, 2014 • Clear Channel Communications Inc • Radio broadcasting stations • New York
CCU Escrow Corporation, a newly formed Texas corporation (the “Escrow Issuer”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $850,000,000 in aggregate principal amount of its 10.0% Senior Notes due 2018. As set forth in the Purchase Agreement, on the Closing Date (as defined herein), the gross proceeds from the issuance and sale of the Notes will be deposited into an escrow account. Upon satisfaction of certain conditions, such gross proceeds will be released and the Escrow Issuer will merge with and into Clear Channel Communications, Inc., a Texas corporation (the “Company”), with the Company continuing as the surviving corporation. At the time of consummation of the merger, and as a result thereof, the Company will assume all of the obligations of the Escrow Issuer under the Notes (the “Assumption). The Escrow Issuer and the Company hereby enter into this Exchange and Registration Rights Agreem
ESCROW AGREEMENTEscrow Agreement • May 7th, 2014 • Clear Channel Communications Inc • Radio broadcasting stations • New York
The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of CCU Escrow Corporation and are authorized to initiate and approve transactions of all types for the Escrow Account established under the Escrow Agreement to which this Exhibit E-1A is attached, on behalf of CCU Escrow Corporation
