Exhibit 10.1
Execution Version
AMENDMENT TO COOPERATION AGREEMENT
This Amendment to Cooperation Agreement (this “Amendment”), dated and effective as of December 4, 2024, is entered into by and among Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and the Persons identified as “Legion Parties” on the signature pages hereto (each, a “Legion Party” and, collectively, the “Legion Parties”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS, the Company and the Legion Parties previously entered into that certain Cooperation Agreement, dated as of January 31, 2024 (the “Agreement”), with respect to certain matters relating to the Board of Directors of the Company (the “Board”) and certain other matters concerning the Company, as provided therein;
WHEREAS, pursuant to the Agreement, the Board appointed Raymond T. White (the “New Director”) as a director on the Board, and the New Director was subsequently elected at the Company’s 2024 Annual Meeting of Stockholders for a term to expire at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”); and
WHEREAS, pursuant to Section 16 of the Agreement, the Company and the Legion Parties desire to extend the Agreement, as provided herein, which shall be effective from the date hereof, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of, and reliance upon, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Legion Parties agree as follows:
1. Amendments to the Agreement.
(a) Section 1(a) of the Agreement is amended to add the following sentence at the end thereof:
“The Company agrees that it shall nominate the New Director for election at the 2025 Annual Meeting and shall recommend and support the election of the New Director at the 2025 Annual Meeting in a manner consistent with its recommendation and support for the other nominees of the Company.”
(b) The definition of “Cooperation Period” in Section 18 of the Agreement is amended and restated in its entirety to read as follows:
““Cooperation Period” means the period commencing on the Effective Date and ending on the earlier of (x) 30 days prior to the director nomination deadline for the Company’s 2026 Annual Meeting of Stockholders pursuant to the Bylaws and (y) the date that is 120 days prior to the first anniversary of the 2025 Annual Meeting.”
(c) The contact information for the Legion Parties’ legal counsel, where copies of all notices, consents, requests, instructions, approvals, and other communications intended for the Legion Parties should be sent, as set forth in Section 7 of the Agreement is amended and restated in its entirety to read as follows:
“Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
Attention: Ryan Nebel
Email: rnebel@olshanlaw.com”
(d) No Other Modifications. Except as expressly set forth herein, no other modification of the Agreement is intended to be effected by this Amendment, and the Agreement, as amended by this Amendment, and that certain Waiver and Consent re: Cooperation Agreement, dated and effective as of September 30, 2024, by and among the Company and the Legion Parties, shall remain in full force and effect. Each of the Legion Parties (including, without limitation, the New Director) acknowledges that the Resignation Letter remains in full force and effect, and this Amendment shall not amend or modify the Resignation Letter in any respect.
