1
To the extent a Schedule or Annex is [Reserved], the corresponding Schedule in
the Existing Credit Agreement shall continue to apply.
-iv-
1.01B
[Reserved]
1.01C
[Reserved]
1.01D
[Reserved]
1.01E
[Reserved]
1.01G
[Reserved]
2.01A
[Reserved]
5.11(b)
[Reserved]
5.12
[Reserved]
5.18
[Reserved]
6.11(h)
[Reserved]
7.01(b)
[Reserved]
7.02(g)
[Reserved]
7.03(b)
[Reserved]
7.05(o)
[Reserved]
7.05(p)
[Reserved]
7.08
[Reserved]
7.09
[Reserved]
10.02
[Reserved]
Annex I
[Reserved]
EXHIBITS2
A
[Reserved]
B
[Reserved]
C-1
[Reserved]
C-2
[Reserved]
C-3
[Reserved]
C-4
[Reserved]
C-5
[Reserved]
C-6
[Reserved]
C-7
[Reserved]
D
[Reserved]
E
[Reserved]
F-1
[Reserved]
F-2
[Reserved]
F-3
[Reserved]
F-4
[Reserved]
G-1
[Reserved]
G-2
[Reserved]
G-3
[Reserved]
G-4
[Reserved]
G-5
[Reserved]
H-1
[Reserved]
2
To the extent an Exhibit is [Reserved], the corresponding Exhibit in the
Existing Credit Agreement shall continue to apply.
-v-
H-2
[Reserved]
H-3
[Reserved]
H-4
[Reserved]
H-5
[Reserved]
H-6
[Reserved]
H-7
[Reserved]
H-8
[Reserved]
I-1
Form of Intercreditor Agreement
I-2
Form of First Lien Intercreditor Agreement
I-3
Form of Second Lien Intercreditor Agreement
J
[Reserved]
K
[Reserved]
L
[Reserved]
-vi-
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 13, 2008, as amended and
restated as of February 23, 2011, among CLEAR CHANNEL COMMUNICATIONS, INC., a
Texas corporation ("Parent Borrower"), CLEAR CHANNEL CAPITAL I, LLC, a Delaware
limited liability company ("Holdings"), the Subsidiary Co-Borrowers (as defined
below), the Foreign Subsidiary Revolving Borrowers (as defined below) from time
to time party hereto, 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").
PRELIMINARY STATEMENTS
The Parent Borrower, Holdings, the Subsidiary Co-Borrowers, the Foreign
Subsidiary Revolving Borrowers, the Administrative Agent and the Lenders are
party to that certain Credit Agreement dated as of May 13, 2008 (together with
all Exhibits and Schedules thereto and as amended through the date hereof, the
"Existing Credit Agreement").
The proceeds of the Term Loans and the Revolving Credit Loans made available
under the Existing Credit Agreement have been used for the purposes set forth
therein. The proceeds of Revolving Credit Loans and Swing Line Loans made after
the Restatement Date and Letters of Credit issued on or after the Restatement
Date will be used for (i) working capital needs of the Parent Borrower and its
Subsidiaries, (ii) general corporate purposes of the Parent Borrower and its
Subsidiaries and (iii) any other purpose not prohibited by this Agreement,
including Restricted Payments and repayments of the Retained Existing Notes on
their respective maturity dates.
Pursuant to the Amendment Agreement, the Parent Borrower, Holdings, the
Administrative Agent, the Swing Line Lender, the L/C Issuers and the Required
Lenders have agreed to amend and restate the Existing Credit Agreement in the
form hereof.
In consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth below:
"ABL Administrative Agent" means Citibank in its capacity