WAIVER, DATED SEPTEMBER 30, 2024
Published on September 30, 2024
Exhibit 99.1
Execution Version
VIA E-MAIL
September 30, 2024
Legion Partners Holdings, LLC
12121 Wilshire Boulevard, Suite 1240
Los Angeles, California 90025
Attn: | Christopher S. Kiper Raymond T. White |
Re: | Waiver and Consent re: Cooperation Agreement by and among Clear Channel Outdoor Holdings, Inc. and the Legion Parties |
Ladies and Gentlemen:
Reference is made to that certain Cooperation Agreement, dated and effective as of January 31, 2024 (the “Agreement”), by and among Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and the Persons identified as the “Legion Parties” on the signature pages thereto (each, a “Legion Party” and, collectively, the “Legion Parties”). Capitalized terms used but not otherwise defined in this waiver and consent letter (this “Waiver”) shall have the meanings ascribed to such terms in the Agreement.
The first sentence of Section 1(d) of the Agreement provides that, until the expiration of the Cooperation Period, the Board shall not exceed 10 members. By returning an executed copy of this Waiver, the Legion Parties hereby (x) waive the application of the first sentence of Section 1(d) of the Agreement to the extent necessary to allow the Board to consist of up to 11 members until December 31, 2024 and (y) consent to up to 11 members serving on the Board until December 31, 2024.
Except as specifically set forth above, this Waiver shall not constitute a waiver, consent, amendment or modification with respect to any other provision of the Agreement, and all such other provisions shall remain in full force and effect in accordance with the terms thereof. Sections 8 through 11 and 13 through 17 of the Agreement are incorporated by reference into this Waiver, mutatis mutandis.
[Signature Pages Follow]
Sincerely, | ||
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||
By: |
/s/ Lynn A. Feldman |
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Name: | Lynn A. Feldman | |
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
ACKNOWLEDGED & AGREED:
LEGION PARTIES: |
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LEGION PARTNERS, L.P. I By: Legion Partners Asset Management, LLC |
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By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Director |
LEGION PARTNERS, L.P. II By: Legion Partners Asset Management, LLC |
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By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Director |
LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. XVI By: Legion Partners Asset Management, LLC Its: Investment Advisor |
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By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Director |
LEGION PARTNERS, LLC By: Legion Partners Holdings, LLC Its: Managing Member |
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By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Director |
LEGION PARTNERS ASSET MANAGEMENT | |
By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Director |
LEGION PARTNERS HOLDINGS, LLC | |
By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
Title: | Managing Member |
By: |
/s/ Christopher S. Kiper |
Name: | Christopher S. Kiper |
By: |
/s/ Raymond T. White |
Name: | Raymond T. White |
cc: | Daniel Wolf, P.C. Michael P. Brueck, P.C. Shaun J. Mathew, P.C. Evan Johnson Kirkland & Ellis LLP, counsel to Clear Channel Outdoor Holdings, Inc. Christopher S. Kiper Legion Partners Holdings LLC, on behalf of the Legion Parties Ryan Nebel Olshan Frome Wolosky LLP, counsel to the Legion Parties |