of Representations and Warranties
171174
SECTION 10.15. Severability
171174
SECTION 10.16. GOVERNING LAW
171174
SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
171175
SECTION 10.18. Binding Effect
172175
SECTION 10.19. Judgment Currency
172175
SECTION 10.20. Lender Action
172175
SECTION 10.21. USA PATRIOT Act
172176
SECTION 10.22. No Advisory or Fiduciary Responsibility
172176
SECTION 10.23. No Personal Liability
173176
SECTION 10.24. Limitations on Foreign Loan Parties
173176
SECTION 10.25. FCC
173177
SECTION 10.26. Effectiveness of Merger
173177
SECTION 10.27. Effectiveness of Restatement
174177
SCHEDULES1 2
1.01A
[Reserved]
1.01B
[Reserved]
1.01C
[Reserved]
1.01D
[Reserved]
1.01E
[Reserved]
1.01G
[Reserved]
2.01A
[Reserved]
2.01B
Term Loan Commitments
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]
12
To the extent a Schedule or Annex is [Reserved], the corresponding Schedule in
the Existing Credit Agreement shall continue to apply.
7.08
[Reserved]
7.09
[Reserved]
10.02
[Reserved]
Annex I
[Reserved] EXHIBITS23
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]
C-8
Form of Tranche D Term Note
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]
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]
M
Discounted Purchase Option Notice
N
Lender Participation Notice
O
Discounted Term Loan Purchase Notice
P
Collateral Sharing Agreement
23
To the extent an Exhibit is [Reserved], the corresponding Exhibit in the
Existing Credit Agreement shall continue to apply.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 13, 2008, as amended and
restated as of February 23, 2011, and further amended pursuant to Amendment
No. 1,1 and Amendment No. 2, 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