T-3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

IHEARTCOMMUNICATIONS, INC.

(Name of Applicant)*

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of principal executive offices)

Securities to be Issued under the Indenture to be Qualified

Title of Class	Amount
6.375% Senior Secured Notes due 2026	$800,000,000

Approximate date of proposed public offering: On, or as soon as practicable after the Effective Date under the Plan of Reorganization (as defined herein).

Name and registered address of agent for service:

Lauren E. Dean

Senior Vice President, Associate General Counsel and Assistant Secretary

iHeartCommunications, Inc.

20880 Stone Oak Parkway

San Antonio, Texas 78258

With a copy to:

James S. Rowe

Ana Sempertegui

Kirkland & Ellis LLP

Chicago, Illinois 60654

(312) 862-2000

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

* The Guarantors listed on the following page are also included in this Application as Applicants.

EXPLANATORY NOTE

Reference is made to the Disclosure Statement (as may be amended or supplemented, the “Disclosure Statement”) for the Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the “Plan of Reorganization”), copies of which are included herein as Exhibits T3E.1 and T3E.2, respectively. Pursuant to the Plan of Reorganization, iHeartCommunications, Inc. will distribute an aggregate of $5,750.0 million in principal amount of new debt comprised of $3,500.0 million in principal amount of new term loans, $800.0 million in principal amount of new 6.375% senior secured notes due 2026 (the “New Secured Notes”) and $1,450.0 million in principal amount of 8.375% new senior notes due 2027 (the “New Unsecured Notes”) to certain of their creditors.

GENERAL

1. General Information.

iHeartCommunications, Inc. (the “Company”) is a Texas corporation established in 1974. The guarantors identified below (the “Guarantors” and, together with the Company, the “Applicants”) have the following forms of organization and jurisdictions of formation or incorporation.

Guarantor	Form	Jurisdiction
AMFM Broadcasting Licenses, LLC	Limited liability company	Delaware
AMFM Broadcasting, Inc.	Corporation	Delaware
AMFM Operating Inc.	Corporation	Delaware
AMFM Radio Licenses, LLC	Limited liability company	Delaware
AMFM Texas Broadcasting, LP	Limited partnership	Delaware
AMFM Texas Licenses, LLC	Limited liability company	Texas
AMFM Texas, LLC	Limited liability company	Delaware
Broader Media, LLC	Limited liability company	Delaware
Broader Media Holdings, LLC	Limited liability company	Delaware
Capstar Radio Operating Company	Corporation	Delaware
Capstar TX, LLC	Limited liability company	Texas
CC Broadcast Holdings, Inc.	Corporation	Nevada
CC Finco, LLC	Limited liability company	Delaware
CC Finco Holdings, LLC	Limited liability company	Delaware
CC Licenses, LLC	Limited liability company	Delaware
CC Outdoor Holdings, Inc.	Limited liability company	Delaware
Christal Radio Sales, Inc.	Corporation	Delaware
Cine Guarantors II, Inc.	Corporation	California
Citicasters Co.	Corporation	Ohio
Citicasters Licenses, Inc.	Corporation	Texas
Clear Channel Broadcasting Licenses, Inc.	Corporation	Nevada
Clear Channel Investments, Inc.	Corporation	Nevada
Clear Channel Metro, LLC	Limited liability company	Delaware
Clear Channel Mexico Holdings, Inc.	Corporation	Nevada
Clear Channel Real Estate, LLC	Limited liability company	Delaware
Clear Channel Real Estate Services, LLC	Limited liability company	Texas
Critical Mass Media, Inc.	Corporation	Ohio
iHeartMedia Capital I, LLC	Limited liability company	Delaware
iHeartMedia + Entertainment, Inc.	Corporation	Nevada
iHeartMedia Management Services, Inc.	Corporation	Texas
iHeartMedia Tower Co. Holdings, LLC	Limited liability company	Delaware
iHeart Operations, Inc.	Corporation	Delaware
iHM Identity, Inc.	Corporation	Texas
Jelli, Inc.	Corporation	Delaware
Katz Communications, Inc.	Corporation	Delaware
Katz Media Group, Inc.	Corporation	Delaware
Katz Millennium Sales & Marketing Inc.	Corporation	Delaware
Katz Net Radio Sales, Inc.	Corporation	Delaware
M Street Corporation	Corporation	Washington
Metro Networks Communications, LP	Limited partnership	Delaware
Metro Networks Services, Inc.	Corporation	Delaware
Premiere Networks, Inc.	Corporation	Delaware

1

Guarantor	Form	Jurisdiction
SmartRoute Systems, Inc.	Corporation	Delaware
Stuff Media, LLC	Limited liability company	Delaware
Terrestrial RF Licensing, Inc.	Corporation	Nevada
TLAC, Inc.	Corporation	Delaware
TTWN Networks, LLC	Limited liability company	Delaware
TTWN Media Networks, LLC	Limited liability company	Maryland

2. Securities Act Exemption Applicable.

Pursuant to the terms of the Plan of Reorganization, the Applicants intend to offer, subject to the conditions set forth in the Disclosure Statement and the Plan of Reorganization, under an indenture to be qualified hereby (the “Indenture”), the New Secured Notes to holders of Allowed Claims (as defined in the Plan of Reorganization) of Classes 4, 5A, 5B, 6 and 7E (each, as defined in the Plan of Reorganization) (collectively, the “Allowed Claimholders”), which New Secured Notes will be guaranteed by the Guarantors.

The Plan of Reorganization will become effective on the date on which all conditions to the effectiveness of the Plan of Reorganization have been satisfied or waived (the “Effective Date”).

The issuance of the New Secured Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 1145(a)(1) of the United States Bankruptcy Code (the “Bankruptcy Code”). Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Company believes that the issuance of the New Secured Notes to the Allowed Claimholders will satisfy the aforementioned requirements.

AFFILIATIONS

3. Affiliates.

The diagrams filed herewith under Exhibit T3H indicate the relationship of the Applicants to each of their affiliates as of the date of this Application and after the Effective Date, as applicable. All of the entities appearing therein are expected to exist as of the consummation of the Plan of Reorganization in the ownership structure shown therein.

Certain directors and officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

The following tables list the names and offices held by all directors and executive officers of each Applicant and all persons chosen to become directors or executive officers as of the date of this Application. The mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.

2

The Company

As of the date of this Application, the directors and executive officers of the Company are the following individuals.

Name	Office
David C. Abrams	Director
John N. Belitsos	Director
Frederic F. Brace	Director
Richard J. Bressler	Director, President, Chief Operating Officer and Chief Financial Officer
James C. Carlisle	Director
John P. Connaughton	Director
Charles H. Cremens	Director
Matthew J. Freeman	Director
Laura Grattan	Director
Blair E. Hendrix	Director
Jonathon S. Jacobson	Director
Robert W. Pittman	Director
Scott M. Sperling	Director
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President and Treasurer
Lauren E. Dean	Senior Vice President, Associate General Counsel and Assistant Secretary
C. William Eccleshare	Chairman and Chief Executive Officer - Clear Channel Outdoor International
Wendy Goldberg	Executive Vice President - Communications
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Juliana F. Hill	Senior Vice President-Liquidity and Asset Management
Steven J. Macri	Senior Vice President - Corporate Finance
Jessica Marventano	Senior Vice President - Government Affairs
Paul McNicol	Executive Vice President and Deputy General Counsel
Steve Mills	Senior Vice President - Chief Information Officer
Robert W. Pittman	Chairman and Chief Executive Officer
Duaine Smith	Senior Vice President and General Auditor
Gayle Troberman	Executive Vice President and Chief Marketing Officer
Robert H. Walls, Jr.	Executive Vice President, General Counsel and Secretary
Scott R. Wells	Chief Executive Officer - Clear Channel Outdoor Americas

As of the Effective Date, the directors and executive officers of the Company are expected to be the following individuals:

Name	Office
Richard J. Bressler	Director and President and Chief Financial Officer
Paul McNicol	Director and Executive Vice President, General Counsel and Secretary
Scott T. Bick	Senior Vice President - Tax
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM

The Guarantors

As of the date of this Application, the directors and executive officers of AMFM Broadcasting, Inc., AMFM Operating Inc., Capstar Radio Operating Company, CC Broadcast Holdings, Inc., Christal Radio Sales, Inc., Cine Guarantors II, Inc., Citicasters Co., Citicasters Licenses, Inc. Clear Channel Broadcasting Licenses, Inc., Critical Mass Media, Inc., iHeartMedia+Entertainment, Inc., iHeart Operations, Inc., Katz Communications, Inc., Katz Media Group, Inc., Katz Millennium Sales & Marketing, Inc., Katz Net Radio Sales, Inc., M Street Corporation, Metro Networks Services, Inc., Premiere Networks, Inc., SmartRoute Systems Inc., Terrestrial RF Licensing, Inc. and TLAC, Inc. are the following individuals.

3

Name	Office
Richard J. Bressler	Director, President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Jeff Littlejohn	Executive Vice President - Engineering and Systems Integration - IHM
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM
Robert H. Walls, Jr.	Director, Executive Vice President, General Counsel and Secretary

As of the Effective Date, the directors and executive officers of the Guarantors listed above are expected to continue to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as director and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the managers and executive officers of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC, CC Licenses, LLC and Stuff Media LLC are the following individuals.

Name	Office
Richard J. Bressler	Manager, President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Jeff Littlejohn	Executive Vice President - Engineering and Systems Integration - IHM
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM
Robert H. Walls, Jr.	Manager, Executive Vice President, General Counsel and Secretary

As of the Effective Date, the managers and executive officers of the Guarantors listed above are expected to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as manager and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the executive officers of AMFM Radio Licenses, LLC, AMFM Texas, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC are the following individuals. These entities are managed by their sole members.

Name	Office
Richard J. Bressler	President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Jeff Littlejohn	Executive Vice President - Engineering and Systems Integration - IHM
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM
Robert H. Walls, Jr.	Executive Vice President, General Counsel and Secretary

As of the Effective Date, the executive officers of the Guarantors listed above are expected to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application and as of the Effective Date, the general partner and limited partner of AMFM Texas Broadcasting, LP are and will be as follows.

Name	Office
AMFM Broadcasting, Inc.	General Partner
AMFM Texas, LLC	Limited Partner

As of the date of this Application and as of the Effective Date, the general partner and limited partner of Metro Networks Communications, LP are and will be as follows.

Name	Office
Metro Networks Communications, Inc.	General Partner
Metro Networks Services, Inc.	Limited Partner

As of the date of this Application, the managers and executive officers of Clear Channel Real Estate, LLC are the following individuals.

4

Name	Office
Richard J. Bressler	Manager, President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Robert H. Walls, Jr.	Manager, Executive Vice President, General Counsel and Secretary

As of the Effective Date, the managers and executive officers of the Guarantor listed above are expected to serve in the offices set forth in the table above, except that Mr. Steven J. Macri will become Executive Vice President and Chief Financial Officer - IHM, Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as manager and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the executive officers of Broader Media, LLC, Broader Media Holdings, LLC, CC Finco, LLC and CC Finco Holdings, LLC are the following individuals. These entities are managed by their sole members.

Name	Office
Richard J. Bressler	President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Robert H. Walls, Jr.	Executive Vice President, General Counsel and Secretary

As of the Effective Date, Mr. Bressler and Mr. Bick are expected to continue in their current offices. Mr. Scott D. Hamilton will become Senior Vice President, Chief Accounting Officer and Assistant Secretary, Mr. Steven J. Macri will become Senior Vice President - Finance and Mr. Paul McNicol will replace Mr. Robert H. Walls, Jr. as Executive Vice President, General Counsel and Secretary. Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the directors and executive officers of Clear Channel Investments, Inc., Clear Channel Mexico Holdings, Inc., Clear Channel Real Estate Services, LLC, iHeartMedia Management Services, Inc. and iHM Identity, Inc. are the following individuals.

Name	Office
Richard J. Bressler	Director, President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Robert H. Walls, Jr.	Director, Executive Vice President, General Counsel and Secretary

As of the Effective Date, Mr. Bressler and Mr. Bick are expected to continue in their current offices. Mr. Scott D. Hamilton will become Senior Vice President, Chief Accounting Officer and Assistant Secretary, Mr. Steven J. Macri will become Senior Vice President - Finance and Mr. Paul McNicol will replace Mr. Robert H. Walls, Jr. as director and Executive Vice President, General Counsel and Secretary. Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

5

As of the date of this Application, the managers and executive officers of iHeartMedia Capital I, LLC are the following individuals.

Name	Office
David C. Abrams	Manager
John N. Belitsos	Manager
Frederic F. Brace	Manager
Richard J. Bressler	Manager, President, Chief Operating Officer and Chief Financial Officer
James C. Carlisle	Manager
John P. Connaughton	Manager
Charles H. Cremens	Manager
Matthew J. Freeman	Manager
Laura Grattan	Manager
Blair E. Hendrix	Manager
Jonathon S. Jacobson	Manager
Robert W. Pittman	Manager
Scott M. Sperling	Manager
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman,	Senior Vice President and Treasurer
Lauren E. Dean	Senior Vice President, Associate General Counsel and Assistant Secretary
C. William Eccleshare	Chairman and Chief Executive Officer - Clear Channel Outdoor International
Wendy Goldberg	Executive Vice President - Communications
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Juliana F. Hill	Senior Vice President-Liquidity and Asset Management
Steven J. Macri	Senior Vice President - Corporate Finance
Jessica Marventano	Senior Vice President-Government Affairs
Paul McNicol	Executive Vice President and Deputy General Counsel
Steve Mills	Senior Vice President - Chief Information Officer
Robert W. Pittman	Chairman and Chief Executive Officer
Duaine Smith	Senior Vice President and General Auditor
Gayle Troberman	Executive Vice President and Chief Marketing Officer
Robert H. Walls, Jr.	Executive Vice President, General Counsel and Secretary
Scott R. Wells	Chief Executive Officer - Clear Channel Outdoor Americas

As of the Effective Date, the managers and executive officers of iHeartMedia Capital I, LLC are expected to be the following individuals.

Name	Office
Richard J. Bressler	Director, President and Chief Financial Officer
Paul McNicol	Director, Executive Vice President, General Counsel and Secretary
Scott T. Bick	Senior Vice President - Tax
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM

As of the date of this Application, the managers and executive officers of iHeartMedia Tower Co. Holdings, LLC are the following individuals.

Name	Office
Richard J. Bressler	Manager, President and Chief Financial Officer
Scott T. Bick	Senior Vice President - Tax
Brian D. Coleman	Senior Vice President, Treasurer and Assistant Secretary
Stephen G. Davis	Senior Vice President - Real Estate, Facilities and Capital Management
Lauren E. Dean	Vice President, Associate General Counsel and Assistant Secretary
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Juliana F. Hill	Senior Vice President - Liquidity and Asset Management
Jeff Littlejohn	Executive Vice President - Engineering and Systems Integration - IHM
Steven J. Macri	Executive Vice President and Chief Financial Officer - IHM
Robert H. Walls, Jr.	Manager, Executive Vice President, General Counsel and Secretary

6

As of the Effective Date, the managers and executive officers of iHeartMedia Tower Co. Holdings, LLC are expected to be the following individuals.

Name	Office
Richard J. Bressler	Manager, President and Chief Financial Officer
Paul McNicol	Manager, Executive Vice President, General Counsel and Secretary
Scott T. Bick	Senior Vice President - Tax
Scott D. Hamilton	Senior Vice President, Chief Accounting Officer and Assistant Secretary
Steven J. Macri	Senior Vice President - Finance

As of the date of this Application, the directors and executive officers of CC Outdoor Holdings, Inc. are the following individuals.

Name	Office
Richard J. Bressler	Director, President, Chief Financial Officer and Chief Operating Officer
Robert H. Walls, Jr.	Director

As of the Effective Date, Mr. Bressler is expected to continue to serve in the offices set forth in the table above and Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as director.

5. Principal Owners of Voting Securities.

The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Applicants as of the date of this Application. The mailing address of each holder listed in each of the tables set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.

The Company

Name and Complete Mailing Address of Equityholder	Title of Class Owned		Amount Owned		Percentage of Voting Securities Owned
iHeartMedia Capital I, LLC		Common Stock		500,000,000		100	%

Upon consummation of the Plan of Reorganization, iHeartMedia Capital I, LLC will continue to own all of the voting securities of the Company.

The Guarantors

Guarantor Name	Name and Complete Mailing Address of Equityholder	Title of Class Owned	Amount Owned		Percentage of Voting Securities Owned
AMFM Broadcasting Licenses, LLC	AMFM Broadcasting, Inc.	Membership Interest		N/A		100	%
AMFM Broadcasting, Inc.	AMFM Operating Inc.	Common Stock, $0.10 per share		1,000		100
AMFM Operating Inc.	Clear Channel Holdings, Inc.	Common Stock, par value $0.01 per share		1,040		100
AMFM Radio Licenses, LLC	Capstar Radio Operating Company	Membership Interest		N/A		100
AMFM Texas Broadcasting, LP	AMFM Texas, LLC	Partnership shares		N/A		99
AMFM Texas Licenses, LLC	Capstar Radio Operating Company	Membership Interest		N/A		100
AMFM Texas, LLC	AMFM Broadcasting, Inc.	Membership Interest		N/A		100
Broader Media, LLC	iHeart Operations, Inc.	Membership Interest		N/A		100
Broader Media Holdings, LLC	Clear Channel Holdings, Inc.	Membership Interest		N/A		100
Capstar Radio Operating Company	AMFM Texas Broadcasting, LP	Common Stock, par value $0.10 per share		100		100
Capstar TX, LLC	Capstar Radio Operating Company	Membership Interest		N/A		100
CC Broadcast Holdings, Inc.	CC Broadcasting Licenses, Inc.	Common Stock, without par value		1,000		100
CC Finco, LLC	iHeart Operations, Inc.	Membership Interest		N/A		100
CC Finco Holdings, LLC	iHeartCommunications, Inc.	Membership Interest		N/A		100
CC Licenses, LLC	iHeartMedia + Entertainment, Inc.	Membership Interest		N/A		100
CC Outdoor Holdings, Inc.	iHeartCommunications, Inc.	Common Stock, par value $0.10 per share		1,000		100

7

Guarantor Name	Name and Complete Mailing Address of Equityholder	Title of Class Owned	Amount Owned		Percentage of Voting Securities Owned
Christal Radio Sales, Inc.	Katz Communications, Inc.	Common Stock, par value $1.00 per share		1,000		100
Cine Guarantors II, Inc.	Citicasters Co.	Common Stock, par value $1.00 per share		100		100
Citicasters Co.	Clear Channel Holdings, Inc.	Class A Common Stock, no par value		100		100
Citicasters Licenses, Inc.	Citicasters Co.	Common Stock, par value $1.00 per share		1,000		100
Clear Channel Broadcasting Licenses, Inc.	Clear Channel Holdings, Inc.	Common Stock, par value $0.10 per share		100		100
Clear Channel Investments, Inc.	iHeartCommunications, Inc.	Common Stock, par value $0.10 per share		1,000		100
Clear Channel Metro, LLC	iHeartCommunications, Inc.	Membership Interest		N/A		100
Clear Channel Mexico Holdings, Inc.	Clear Channel Holdings, Inc.	Common Stock, no par value		N/A		100
Clear Channel Real Estate, LLC	Clear Channel Holdings, Inc.	Membership Interest		N/A		100
Clear Channel Real Estate Services, LLC	iHeartMedia Management Services, LLC	Membership Interest		N/A		100
Critical Mass Media, Inc.	Clear Channel Holdings, Inc.	Common Stock, no par value		100		100
iHeartMedia Capital I, LLC	iHeartMedia Capital II, LLC	Membership Interest		N/A		100
iHeartMedia + Entertainment, Inc.	CC Broadcast Holdings, Inc.	Common Stock, par value $0.10 per share		100		100
iHeartMedia Management Services, Inc.	iHeartCommunications, Inc.	Common Stock, par value $0.01 per share		100		100
iHeartMedia Tower Co. Holdings, LLC	iHeartCommunications, Inc.	Membership Interest		N/A		100
iHeart Operations, Inc.	iHeartCommunications, Inc.	Common Stock, par value $0.01 per share		1,000		100
iHM Identity, Inc.	iHeartCommunications, Inc.	Common Stock, par value $0.01 per share		100		100
Jelli, Inc.	Broader Media Holdings, LLC	Common Stock, par value $0.0001 per share		1,000		100

8

Guarantor Name	Name and Complete Mailing Address of Equityholder	Title of Class Owned	Amount Owned		Percentage of Voting Securities Owned
Katz Communications, Inc.	Katz Media Group, Inc.	Common Stock, par value $0.01 per share		1,000		100
Katz Media Group, Inc.	AMFM Operating, Inc.	Common Stock, par value $0.01 per share		1,000		100
Katz Millennium Sales & Marketing Inc.	Katz Communications, Inc.	Common Stock, par value $0.10 per share		10,000		100
Katz Net Radio Sales, Inc.	Katz Communications, Inc.	Common Stock. par value $1.00 per share		100		100
M Street Corporation	Critical Mass Media, Inc.	Common Stock, without par value		1,000		100
Metro Networks Communications, LP	Metro Networks Services, Inc.	Partnership shares		N/A		100
Metro Networks Services, Inc.	TTWN Media Networks, LLC	Common Stock, par value $0.01 per share		1,000		100
Premiere Networks, Inc.	Clear Channel Holdings, Inc.	Common Stock, par value $0.01 per share		2,909.601		100
SmartRoute Systems, Inc.	Clear Channel Metro, LLC	Common stock, par value $1.00 per share		1,000		100
Stuff Media LLC	iHeartMedia + Entertainment, Inc.	Membership Interests		N/A		100
Terrestrial RF Licensing, Inc.	iHeartMedia + Entertainment, Inc.	Common Stock		1,000		100
TLAC, Inc.	Clear Channel Metro, LLC	Common Stock, par value $0.10 per share		100		100
TTWN Networks, LLC	TTWN Networks, LLC	Membership Interest		N/A		100
TTWN Media Networks, LLC	Clear Channel Metro, LLC	Membership Interest		N/A		100

Upon consummation of the Plan of Reorganization, the equityholders listed above will continue to own all of the voting securities of the Guarantors.

UNDERWRITERS

6. Underwriters.

(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Applicants within three years prior to the date of the filing of this Application.

Name	Mailing Address	Offering
Moelis & Company, LLC	399 Park Avenue New York, New York 10022	February 2017 Exchange Offer of 10.0% Senior Notes due 2018 for 11.25% Priority Guarantee Notes due 2021

(b) There is no proposed principal underwriter for the New Secured Notes that are to be issued under the Indenture that is to be qualified under this Application.

9

CAPITAL SECURITIES

7. Capitalization.

(a) The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of the date of this Application.

The Company

Title of Class	Amount Authorized		Amount Outstanding
Common Stock, par value $0.10 per share		500,000,000		500,000,000
9.0% Priority Guarantee Notes Due 2019 (1)		N/A		1,999,815,000
9.0% Priority Guarantee Notes Due 2021 (1)		N/A		1,750,000,000
11.25% Priority Guarantee Notes Due 2021 (1)(2)		N/A		870,546,000
9.0% Priority Guarantee Notes Due 2022 (1)		N/A		1,000,000,000
10.625% Priority Guarantee Notes Due 2023 (1)		N/A		950,000,000
14.0% Senior Notes due 2021 (1)(3)		N/A		2,235,471,975
Legacy Notes: (4)
5.50% Senior Notes due 2016 (5)		N/A		57,100,000
6.875% Senior Notes Due 2018		N/A		175,000,000
7.25% Senior Notes Due 2027		N/A		300,000,000

(1) These securities are guaranteed on a senior basis by each of the Guarantors.

(2) Includes $180.8 million aggregate principal amount of 11.25% Priority Guarantee Notes due 2021 held by the Company’s subsidiaries, which will be cancelled prior to the Effective Date.

(3) Includes $453.9 million aggregate principal amount of 14% Senior Notes due 2021 held by the Company’s subsidiaries, which will be cancelled prior to the Effective Date.

(4) These securities are not guaranteed by the Guarantors.

(5) Held by the Company’s wholly-owned subsidiary, Clear Channel Holdings, Inc.

As of the Effective Date, pursuant to the Plan of Reorganization, all the series of notes listed below will be deemed satisfied in full, released and discharged, and the Company will issue the New Senior Secured Notes and $1,450 million in aggregate principal amount of the New Unsecured Notes, which will also be distributed to Allowed Claimholders.

The Guarantors

Company Name	Title of Class	Amount Authorized		Amount Outstanding
AMFM Broadcasting Licenses, LLC	Membership Interest		N/A		N/A
AMFM Broadcasting, Inc.	Common Stock, $0.10 per share		1,000		1,000
AMFM Operating Inc.	Common Stock, par value $0.01 per share		1,040		1,040
AMFM Radio Licenses, LLC	Membership Interest		N/A		N/A
AMFM Texas Broadcasting, LP	Partnership shares		N/A		N/A
AMFM Texas Licenses, LLC	Membership Interest		N/A		N/A
AMFM Texas, LLC	Membership Interest		N/A		N/A
Broader Media, LLC	Membership Interest		N/A		N/A
Broader Media Holdings, LLC	Membership Interest		N/A		N/A
Capstar Radio Operating Company	Common Stock, par value $0.10 per share		1,000		100
Capstar TX, LLC	Membership Interest		N/A		N/A
CC Broadcast Holdings, Inc.	Common Stock, without par value		1,000		1,000
CC Finco, LLC	Membership Interest		N/A		N/A
CC Finco Holdings, LLC	Membership Interest		N/A		N/A
CC Licenses, LLC	Membership Interest		N/A		N/A
CC Outdoor Holdings, Inc.	Common Stock, par value $0.10 per share		1,000		1,000

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Company Name	Title of Class	Amount Authorized		Amount Outstanding
Christal Radio Sales, Inc.	Common Stock, par value $1.00 per share		1,000		1,000
Cine Guarantors II, Inc.	Common Stock, par value $1.00 per share		25,000		100
Citicasters Co.	Class A Common Stock, no par value		1,000		100
	Class B Common Stock, no par value		1,000		100
Citicasters Licenses, Inc.	Common Stock, par value $1.00 per share		1,000		1,000
Clear Channel Broadcasting Licenses, Inc.	Common Stock, par value $0.10 per share		1,000		100
Clear Channel Investments, Inc.	Common Stock, par value $0.10 per share		1,000		1,000
Clear Channel Metro, LLC	Membership Interest		N/A		N/A
Clear Channel Mexico Holdings, Inc.	Common Stock, without par value		1,000		2
Clear Channel Real Estate, LLC	Membership Interest		N/A		N/A
Clear Channel Real Services, LLC	Membership Interest		N/A		N/A
Critical Mass Media, Inc.	Common Stock, no par value		750		100
iHeartMedia Capital I, LLC	Membership Interest		N/A		N/A
iHeartMedia + Entertainment, Inc.	Common Stock, par value $0.10 per share		1,000		100
iHeartMedia Management Services, Inc.	Common Stock, par value $0.01 per share		1,000		100
iHeartMedia Tower Co. Holdings, LLC	Membership Interest		N/A		N/A
iHeart Operations, Inc.	Common Stock, par value $0.01 per share		1,000		1,000
iHM Identity, Inc.	Common Stock, par value $0.01 per share		1,000		100
Jelli, Inc.	Common Stock, par value $0.0001 per share		1,000		100
Katz Communications, Inc.	Common Stock, par value $0.01 per share		1,000		1,000
Katz Media Group, Inc.	Common Stock, par value $0.01 per share		1,000		1,000
Katz Millennium Sales & Marketing Inc.	Common Stock, par value $0.10 per share		10,000		10,000
Katz Net Radio Sales, Inc.	Common Stock. par value $1.00 per share		10,000		100
M Street Corporation	Common Stock, without par value		100,000		1,000
Metro Networks Communications, LP	Partnership Shares		N/A		100
Metro Networks Services, Inc.	Common Stock. par value $0.01 per share		1,000		100
Premiere Networks, Inc.	Common Stock, par value $0.01 per share		14,000		2,909.601
	Class A common stock, par value $0.010 per share		20,000		0
	Preferred Stock, $0.01 per share		5,000		0
SmartRoute Systems, Inc.	Common Stock, par value $1.00 per share		1,000		100
Stuff Media, LLC	Membership Interest		N/A		100
Terrestrial RF Licensing, Inc.	Common Stock, par value $0.010 per share		1,000		1,000
TLAC, Inc.	Common Stock. par value $0.10 per share		100		100
TTWN Networks, LLC	Membership Interest		N/A		N/A
TTWN Media Networks, LLC	Membership Interest		N/A		N/A

(b) Each holder of common stock of the Company and the Guarantors that are corporations has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. Except for Broader Media Holdings, LLC, which has two members and is controlled by one such member, the Guarantors that are limited liability companies have a sole member and are either controlled by such sole member (in the case of AMFM Radio Licenses, LLC, AMFM Texas, LLC, Broader Media, LLC, CC Finco, LLC, CC Finco Holdings, LLC, Clear Channel Metro, LLC, iHeartMedia Tower Co. Holdings, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC) or a board of managers (in the case of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC, CC Licenses, LLC, Clear Channel Real Estate, LLC, Clear Channel Real Estate Services, LLC and iHeartMedia Capital I, LLC). The Guarantors that are partnerships are controlled by their general partner.

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Holders of the series of notes of the Company listed above have the voting rights with respect to the respective series of notes set forth under the respective indenture.

INDENTURE SECURITIES

14. Analysis of Indenture Provisions.

The New Secured Notes will be subject to the new Indenture to be entered into among the Company, the Guarantors, and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent. The following is a general description of certain provisions included in the Indenture, and the description is qualified in its entirety by reference to the form of Indenture filed as Exhibit T3C herewith. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) default in any payment of interest on any Senior Secured Note when due and payable, continued for 30 days; (2) default in the payment of the principal amount of or premium, if any, on any Senior Secured Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (3) failure by the Company or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in principal amount of the outstanding Senior Secured Notes with any agreement or obligation contained in the Indenture; provided that in the case of a failure to comply with the Indenture provisions described under Section 3.10 thereof, such period of continuance of such default or breach shall be 120 days after written notice described in this clause has been given; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or a Significant Subsidiary of the Parent Guarantor other than Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its stated final maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates to $100 million or more at any time outstanding; (5) certain events of bankruptcy or insolvency with respect to the Parent Guarantor or a Significant Subsidiary (or a group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary); (6) failure by the Parent Guarantor or any Significant Subsidiary (or group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (7) any Guarantee of the Senior Secured Notes by a Significant Subsidiary ceases to be in full force and effect, other than in accordance with the terms of the Indenture; (8) any Collateral Document or any material portion thereof, after delivery thereof pursuant to the terms of this Indenture or the Collateral Documents, shall for any reason cease to be in full force and effect with respect to any material portion of the Collateral; or, subject to certain exceptions, any security interest in any material portion of the Collateral created, or purported to be created, by any Collateral Document for any reason ceases to be enforceable and of the same effect and priority purported to be created thereby; or (9) the failure by the Company or any Guarantor to comply for 60 days after notice with its other agreements contained in the Collateral Documents except for a failure that would not be material to the Holders of the Senior Secured Notes and would not materially affect the value of the Collateral taken as a whole.

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If any Event of Default (other than an Event of Default specified in clause (5) above occurs and is continuing under the Indenture, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding New Secured Notes (with a copy to the Company and the Trustee) may declare the principal of, premium, if any, and accrued and unpaid interest on, all of the Senior Secured Notes to be due and payable. Upon such declaration, such principal and accrued and unpaid interest shall be due and payable immediately.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (5) above with respect to the Issuer, all outstanding New Secured Notes shall be due and payable without further action or notice.

If a Default occurs and is continuing and the Trustee is informed of such occurrence by the Company, the Trustee must give notice to Holders of Senior Secured Notes of the Default within 60 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal or accrued and unpaid interest, if and so long as it determines that withholding notice is in their interest.

(b) Authentication and Delivery of New Secured Notes; Application of Proceeds.

At least one Officer shall execute the New Secured Notes on behalf of the Issuer by manual, facsimile or PDF signature.

If an Officer whose signature is on a New Secured Note no longer holds that office at the time such New Secured Note is authenticated, such New Secured Note shall nevertheless be valid.

A New Secured Note shall not be valid until an authorized officer of the Trustee manually authenticates such New Secured Note. The signature shall be conclusive evidence that the New Secured Note has been duly authenticated and issued under the Indenture.

On the Effective Date, the Trustee shall, upon receipt of a Company Order (an “Authentication Order”), authenticate and make available for delivery the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and make available for delivery any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued under the Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the New Secured Notes. An authenticating agent may authenticate the New Secured Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

The New Secured Notes shall be issuable in minimum denominations of $100.0 and integral multiples of $1.0 thereafter.

The Company will not receive any proceeds from the issuance of the New Secured Notes pursuant to the Plan of Reorganization.

(c) Release of Collateral.

Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided in the Indenture, including (i) upon payment in full of the principal of, together with accrued and unpaid interest and any premium on, the New Secured Notes and all other Obligations under the Indenture, the Note Guarantees and the Collateral Documents, (ii) upon satisfaction and discharge of the Indenture, (iii) upon Legal Defeasance or Covenant Defeasance, (iv) with the consent of the requisite Holders of the New Secured Notes, (v) upon sale or disposal in accordance with the Indenture, the Intercreditor Agreements and the Collateral Documents, (vi) upon release of the Note Guarantee of a Guarantor that held the Collateral, or (vii) upon release in accordance with, and as expressly provided for by the terms of, the Indenture, the Intercreditor Agreements and the Collateral Documents.

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(d) Satisfaction and Discharge.

The Indenture shall be discharged and shall cease to be of further effect as to all outstanding New Secured Notes when:

(i)     either:

(1)     all New Secured Notes that have been authenticated and delivered (other than certain lost, stolen or destroyed New Secured Notes and certain New Secured Notes for which provision for payment was previously made and thereafter the funds have been released to the Company) have been delivered to the Trustee for cancellation; or

(2)     all New Secured Notes not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

(ii)     the Company has deposited or caused to be deposited with the Trustee money in Dollars or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness without reinvestment on the New Secured Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of New Secured Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be;

(iii)     the Company has paid or caused to be paid all other sums payable under the Indenture; and

(iv)     the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with.

(e) Evidence of Compliance with Conditions and Covenants.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year. If such Officer does have such knowledge, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company shall comply with Section 314(a)(4) of the Trust Indenture Act.

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The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Company is taking or proposes to take with respect thereto.

15. Other Obligors.

Other than the Applicants, no other person is an obligor with respect to the New Secured Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

(a) Pages numbered 1 to 20, consecutively.

(b) The Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.

(c) The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee:

Exhibit T3A.1	Restated Articles of Incorporation, as amended, of iHeartCommunications, Inc. (Incorporated by reference to Exhibit 3.1 to the iHeartCommunications, Inc. Registration Statement on Form S-4 (File No. 333-200971) filed on December 15, 2014).
Exhibit T3A.2	Certificate of Formation of iHeartMedia Capital I, LLC, as amended (Incorporated by reference to Exhibit 3.3 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014).
Exhibit T3A.3	Certificate of Incorporation of AMFM Broadcasting, Inc. (Incorporated by reference to Exhibit 3.1.5 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.4	Amended and Restated Certificate of Incorporation of AMFM Operating Inc. (Incorporated by reference to Exhibit 3.1.9 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.5	Certificate of Formation of Citicasters Licenses, Inc. (Incorporated by reference to Exhibit 3.1.29 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.6	Certificate of Incorporation of Capstar Radio Operating Company (Incorporated by reference to Exhibit 3.1.19 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.7	Articles of Incorporation of CC Broadcast Holdings, Inc. (Incorporated by reference to Exhibit 3.1.21 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.8	Certificate of Incorporation of Christal Radio Sales, Inc. (Incorporated by reference to Exhibit 3.1.26 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.9	Articles of Incorporation of Cine Guarantors II, Inc. (Incorporated by reference to Exhibit 3.1.27 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).

15

Exhibit T3A.10	Certificate of Amended Articles of Incorporation of Citicasters Co. (Incorporated by reference to Exhibit 3.1.28 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.11	Articles of Incorporation of Clear Channel Broadcasting Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.1.31 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.12	Articles of Incorporation of iHeartMedia+Entertainment, Inc., as amended (Incorporated by reference to Exhibit 3.23 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014).
Exhibit T3A.13	Certificate of Formation of iHM Identity, Inc., as amended (Incorporated by reference to Exhibit 3.25 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014).
Exhibit T3A.14	Articles of Incorporation of Clear Channel Investments, Inc. (Incorporated by reference to Exhibit 3.1.38 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.15	Certificate of Formation of iHeartMedia Management Services, Inc., as amended. (Incorporated by reference to Exhibit 3.31 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014).
Exhibit T3A.16	Articles of Incorporation of Clear Channel Mexico Holdings, Inc. (Incorporated by reference to Exhibit 3.1.40 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.17	Articles of Incorporation of Critical Mass Media, Inc., as amended (Incorporated by reference to Exhibit 3.1.45 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.18	Restated Certificate of Incorporation of Katz Communications, Inc. (Incorporated by reference to Exhibit 3.1.50 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.19	Certificate of Incorporation of Katz Media Group, Inc., as amended (Incorporated by reference to Exhibit 3.1.51 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.20	Certificate of Incorporation of Katz Millennium Sales & Marketing Inc., as amended (Incorporated by reference to Exhibit 3.1.52 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009.
Exhibit T3A.21	Certificate of Incorporation of Katz Net Radio Sales, Inc., as amended (Incorporated by reference to Exhibit 3.1.53 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.22	Articles of Incorporation of M Street Corporation (Incorporated by reference to Exhibit 3.1.55 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.23	Certificate of Incorporation of Premiere Networks, Inc., as amended (Incorporated by reference to Exhibit 3.49 to the iHeartCommunications, Inc. Form S-4 filed on December 16, 2014).
Exhibit T3A.24	Articles of Incorporation of Terrestrial RF Licensing, Inc. (Incorporated by reference to Exhibit 3.1.58 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.25	Certificate of Formation of CC Licenses, LLC (Incorporated by reference to Exhibit 3.1.23 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).

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Exhibit T3A.26	Certificate of Formation of Clear Channel Real Estate, LLC, as amended (Incorporated by reference to Exhibit 3.1.41 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.27	Certificate of Formation of AMFM Broadcasting Licenses, LLC (Incorporated by reference to Exhibit 3.1.4 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.28	Certificate of Formation of AMFM Radio Licenses, LLC, as amended (Incorporated by reference to Exhibit 3.1.11 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.29	Certificate of Formation of AMFM Texas, LLC (Incorporated by reference to Exhibit 3.1.15 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.30	Certificate of Limited Partnership of AMFM Texas Broadcasting, LP, as amended (Incorporated by reference to Exhibit 3.1.13 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.31	Certificate of Formation of AMFM Texas Licenses, LLC (Incorporated by reference to Exhibit 3.65 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011).
Exhibit T3A.32	Certificate of Formation of Capstar TX, LLC (Incorporated by reference to Exhibit 3.67 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011).
Exhibit T3A.33	Certificate of Formation of CC Finco Holdings, LLC (Incorporated by reference to Exhibit 3.1.22 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3A.34	Certificate of Formation of Broader Media, LLC (Previously filed as Exhibit T3A.34).
Exhibit T3A.35	Certificate of Formation of CC Finco, LLC (Previously filed as Exhibit T3A.35).
Exhibit T3A.36	Certificate of Incorporation of Clear Channel Metro, LLC (Previously filed as Exhibit T3A.37).
Exhibit T3A.37	Certificate of Formation of iHeartMedia Tower Co. Holdings, LLC (Previously filed as Exhibit T3A.38).
Exhibit T3A.38	Articles of Organization of TTWN Media Networks, LLC (Previously filed as Exhibit T3A.39).
Exhibit T3A.39	Certificate of Formation of TTWN Networks, LLC (Previously filed as Exhibit T3A.40).
Exhibit T3A.40	Certificate of Incorporation of iHeart Operations, Inc. (Filed herewith).
Exhibit T3A.41	Certificate of Formation of Broader Media Holdings, LLC (Filed herewith).
Exhibit T3A.42	Certificate of Incorporation of CC Outdoor Holdings, Inc. (Filed herewith).
Exhibit T3A.43	Certificate of Formation of Clear Channel Real Estate Services, LLC (Filed herewith).
Exhibit T3A.44	Amended and Restated Certificate of Incorporation of Jelli, Inc. (Filed herewith).
Exhibit T3A.45	Certificate of Formation of Metro Networks Communications, LP (Filed herewith).
Exhibit T3A.46	Certificate of Incorporation of Metro Networks Services, Inc. (Filed herewith).
Exhibit T3A.47	Certificate of Incorporation of SmartRoute Systems, Inc. (Filed herewith).
Exhibit T3A.48	Certificate of Formation of Stuff Media LLC (Filed herewith).
Exhibit T3A.49	Certificate of Incorporation of TLAC, Inc. (Filed herewith).
Exhibit T3B.1	Seventh Amended and Restated Bylaws, as amended, of iHeartCommunications, Inc. (Incorporated by reference to Exhibit 3.2 to the iHeartCommunications, Inc. Annual Report on Form 10-K for the year ending December 31, 2007).
Exhibit T3B.2	Limited Liability Company Agreement of iHeartMedia Capital I, LLC (Incorporated by reference to Exhibit 3.2.33 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.3	Amended and Restated Bylaws of AMFM Broadcasting, Inc. (Incorporated by reference to Exhibit 3.2.5 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.4	Bylaws of AMFM Operating Inc. (Incorporated by reference to Exhibit 3.2.9 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.5	Bylaws of Citicasters Licenses, Inc. (Incorporated by reference to Exhibit 3.2.29 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).

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Exhibit T3B.6	Bylaws of Capstar Radio Operating Company (Incorporated by reference to Exhibit 3.2.19 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.7	Bylaws of CC Broadcast Holdings, Inc. (Incorporated by reference to Exhibit 3.2.21 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.8	Amended and Restated Bylaws of Christal Radio Sales, Inc. (Incorporated by reference to Exhibit 3.2.26 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.9	Amended and Restated Bylaws of Cine Guarantors II, Inc. (Incorporated by reference to Exhibit 3.2.27 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.10	Amended and Restated Regulations of Citicasters Co. (Incorporated by reference to Exhibit 3.2.28 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.11	Amended and Restated Bylaws of Clear Channel Broadcasting Licenses, Inc. (Incorporated by reference to Exhibit 3.2.31 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.12	Amended and Restated Bylaws of iHeartMedia+Entertainment, Inc. (Incorporated by reference to Exhibit 3.2.32 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.13	Bylaws of iHM Identity, Inc. (Incorporated by reference to Exhibit 3.2.37 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.14	Bylaws of Clear Channel Investments, Inc. (Incorporated by reference to Exhibit 3.2.38 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.15	Bylaws of iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit 3.2.39 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.16	Bylaws of Clear Channel Mexico Holdings, Inc. (Incorporated by reference to Exhibit 3.2.40 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.17	Amended and Restated Regulations of Critical Mass Media, Inc. (Incorporated by reference to Exhibit 3.2.45 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.18	Bylaws of Katz Communications, Inc. (Incorporated by reference to Exhibit 3.2.50 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.19	Bylaws of Katz Media Group, Inc. (Incorporated by reference to Exhibit 3.2.51 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.20	Amended and Restated Bylaws of Katz Millennium Sales & Marketing Inc. (Incorporated by reference to Exhibit 3.2.52 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.21	Amended and Restated Bylaws of Katz Net Radio Sales, Inc. (Incorporated by reference to Exhibit 3.2.53 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.22	Amended and Restated Bylaws of M Street Corporation (Incorporated by reference to Exhibit 3.2.55 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).

18

Exhibit T3B.23	Amended and Restated Bylaws of Premiere Networks, Inc. (Incorporated by reference to Exhibit 3.2.56 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.24	Amended and Restated Bylaws of Terrestrial RF Licensing, Inc. (Incorporated by reference to Exhibit 3.2.58 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.25	Limited Liability Company Agreement of CC Licenses, LLC (Incorporated by reference to Exhibit 3.2.23 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.26	Limited Liability Company Agreement of Clear Channel Real Estate, LLC (Incorporated by reference to Exhibit 3.2.41 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.27	Amended and Restated Limited Liability Company Agreement of AMFM Broadcasting Licenses, LLC (Incorporated by reference to Exhibit 3.2.4 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30.
Exhibit T3B.28	Limited Liability Company Agreement of AMFM Radio Licenses, LLC, as amended (Incorporated by reference to Exhibit 3.2.11 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.29	Amended and Restated Limited Liability Company Agreement of AMFM Texas, LLC (Incorporated by reference to Exhibit 3.2.15 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.30	Agreement of Limited Partnership of AMFM Texas Broadcasting, LP (Incorporated by reference to Exhibit 3.2.13 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.31	Company Agreement of AMFM Texas Licenses, LLC (Incorporated by reference to Exhibit 3.66 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011).
Exhibit T3B.32	Company Agreement of Capstar TX, LLC (Incorporated by reference to Exhibit 3.68 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on June 24, 2011).
Exhibit T3B.33	Limited Liability Company Agreement of CC Finco Holdings, LLC (Incorporated by reference to Exhibit 3.2.22 to the iHeartCommunications, Inc. Registration Statement on Form S-4 filed on March 30, 2009).
Exhibit T3B.34	Limited Liability Company Agreement of Broader Media, LLC (Previously filed as Exhibit T3B.34)
Exhibit T3B.35	Limited Liability Company Agreement of CC Finco, LLC (Previously filed as Exhibit T3B.35)
Exhibit T3B.36	Limited Liability Company Agreement of Clear Channel Metro, LLC (Previously filed as Exhibit T3B.37).
Exhibit T3B.37	Limited Liability Company Agreement of iHeartMedia Tower Co. Holdings, LLC (Previously filed as Exhibit T3B.38).
Exhibit T3B.38	Limited Liability Company Agreement of TTWN Media Networks, LLC (Previously filed as Exhibit T3B.39).
Exhibit T3B.39	Limited Liability Company Agreement of TTWN Networks, LLC (Previously filed as Exhibit T3B.40).
Exhibit T3B.40	Bylaws of iHeart Operations, Inc. (Filed herewith).
Exhibit T3B.41	Amended and Restated Limited Liability Company Agreement of Broader Media Holdings, LLC (Filed herewith).
Exhibit T3B.42	Bylaws of CC Outdoor Holdings, Inc. (Filed herewith).
Exhibit T3B.43	Limited Liability Company Agreement of Clear Channel Real Estate Services, LLC (Filed herewith).
Exhibit T3B.44	Amended and Restated Bylaws of Jelli, Inc. (Filed herewith).
Exhibit T3B.45	Amended and Restated Limited Partnership Agreement of Metro Networks Communications, LP (Filed herewith).
Exhibit T3B.46	Bylaws of Metro Networks Services, Inc. (Filed herewith).
Exhibit T3B.47	Bylaws of SmartRoute Systems, Inc. (Filed herewith).
Exhibit T3B.48	Amended and Restated Limited Liability Company Agreement of Stuff Media LLC (Filed herewith).
Exhibit T3B.49	Bylaws of TLAC, Inc. (Filed herewith).
Exhibit T3C	Form of new Indenture Governing the New Secured Notes (Filed herewith).
Exhibit T3D	Not applicable.

19

Exhibit T3E.1	Disclosure Statement relating to the Amended Joint Plan of Reorganization of iHeartMedia, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code (Filed herewith).
Exhibit T3E.2	Amended Joint Plan of Reorganization of iHeartMedia, Inc., et al. pursuant to Chapter 11 of the Bankruptcy Code (Incorporated by reference to Exhibit 2.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 28, 2019).
Exhibit T3F	Cross-reference sheet (included in Exhibit T3C).
Exhibit T3G	Form T-1 qualifying the Trustee under the new Indenture to be qualified pursuant to this Form T-3 (Filed herewith).
Exhibit T3H	Structure Chart (Filed herewith).

20

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, iHeartCommunications, Inc., a corporation incorporated under the laws of Texas, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.

(SEAL)		IHEARTCOMMUNICATIONS, INC.
Attest:	/s/ Lauren E. Dean	By:	/s/ Richard J. Bressler
Name:	Lauren E. Dean		Name:	Richard J. Bressler
			Title:	President, Chief Financial Officer and Chief Operating Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.

(SEAL)			AMFM BROADCASTING LICENSES, LLC
			AMFM BROADCASTING, INC.
Attest:	/s/ Lauren E. Dean		AMFM OPERATING INC.
Name:	Lauren E. Dean		AMFM RADIO LICENSES, LLC
			AMFM TEXAS BROADCASTING, LP
			AMFM TEXAS LICENSES, LLC
			AMFM TEXAS, LLC
			BROADER MEDIA, LLC
			BROADER MEDIA HOLDINGS, LLC
			CAPSTAR RADIO OPERATING COMPANY
			CAPSTAR TX, LLC
			CC BROADCAST HOLDINGS, INC.
			CC LICENSES, LLC
			CC FINCO, LLC
			CC FINCO HOLDINGS, LLC
			CC OUTDOOR HOLDINGS, INC.
			CHRISTAL RADIO SALES, INC.
			CINE GUARANTORS II, INC.
			CITICASTERS CO.
			CITICASTERS LICENSES, INC.
			CLEAR CHANNEL BROADCASTING LICENSES, INC.
			CLEAR CHANNEL INVESTMENTS, INC.
			CLEAR CHANNEL METRO, LLC
			CLEAR CHANNEL MEXICO HOLDINGS, INC.
			CLEAR CHANNEL REAL ESTATE, LLC
			CLEAR CHANNEL REAL ESTATE SERVICES, LLC
			CRITICAL MASS MEDIA, INC.
			IHEARTMEDIA + ENTERTAINMENT, INC.
			IHEARTMEDIA MANAGEMENT SERVICES, INC.
			IHEARTMEDIA TOWER CO. HOLDINGS, LLC
			IHEART OPERATIONS, INC.
			IHM IDENTITY, INC.
			JELLI, INC.
			KATZ COMMUNICATIONS, INC.
			KATZ MEDIA GROUP, INC.
			KATZ MILLENNIUM SALES & MARKETING INC.
			KATZ NET RADIO SALES, INC.
			M STREET CORPORATION
			METRO NETWORKS COMMUNICATIONS, LP
			METRO NETWORKS SERVICES, INC.
			PREMIERE NETWORKS, INC.
			SMARTROUTE SYSTEMS, INC.
			STUFF MEDIA, LLC
			TERRESTRIAL RF LICENSING, INC.
			TLAC, INC.
			TTWN NETWORKS, LLC
			TTWN MEDIA NETWORKS, LLC
		By:	/s/ Richard J. Bressler
			Name:	Richard J. Bressler
			Title:	President, Chief Financial Officer and Chief Operating Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantor has duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.

(SEAL)		IHEARTMEDIA CAPITAL I, LLC
Attest:	/s/ Lauren E. Dean	By:	/s/ Richard J. Bressler
Name:	Lauren E. Dean		Name:	Richard J. Bressler
			Title:	President, Chief Financial Officer and Chief Operating Officer

EX-99.T3A.40

Exhibit T3A.40

CERTIFICATE OF INCORPORATION

OF

iHEART OPERATIONS, INC.

ARTICLE ONE

The name of the corporation is iHeart Operations, Inc.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, par value one cent ($0.01) per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

Laura-Jayne Urso

c/o Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the bylaws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TWELVE

To the maximum extent permitted from time to time under the laws of the State of Delaware, the corporation renounces any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the corporation for or with respect to any opportunities or which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

* * * * *

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 25th day of February, 2019.

/s/ Laura-Jayne Urso

Laura-Jayne Urso

Sole Incorporator

EX-99.T3A.41

Exhibit T3A.41

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:00 PM 12/03/2015

FILED 07:00 PM 12/03/2015

SR 20151188231 - File Number 5897897

CERTIFICATE OF FORMATION

OF

BROADER MEDIA HOLDINGS, LLC

This Certificate of Formation is being executed as of December 3, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Broader Media Holdings, LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Joan D. Donovan
	Joan D. Donovan, an Authorized Person

EX-99.T3A.42

Exhibit T3A.42

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:14 PM 01/19/2017

FILED 02:14 PM 01/19/2017

SR 20170324299 - File Number 6280884

CERTIFICATE OF INCORPORATION

OF

CC OUTDOOR HOLDINGS, INC.

ARTICLE ONE

The name of the corporation is CC Outdoor Holdings, Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Robert A. Jannusch	300 N. LaSalle St.
	Chicago, IL 60654

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE TEN

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TWELVE

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

*        *        *         *        *

2

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 19th day of January, 2017.

/s/ Robert A. Jannusch

Robert A. Jannusch, Sole Incorporator

EX-99.T3A.43

Exhibit T3A.43

FILED                

In the Office of the      

Secretary of State of Texas

JAN 13 2012            

Corporations Section      

CERTIFICATE OF FORMATION

OF

CLEAR CHANNEL REAL ESTATE SERVICES, LLC

THE UNDERSIGNED, acting as the organizer of a limited liability company under and in accordance with the Business Organizations Code of the State of Texas (the “TBOC”), hereby adopts the following Certificate of Formation (this “Certificate”).

ARTICLE ONE

ENTITY NAME AND TYPE

The name of the entity is Clear Channel Real Estate Services, LLC (the “Company”). The entity is a limited liability company.

ARTICLE TWO

REGISTERED AGENT AND REGISTERED OFFICE

The initial registered agent is an organization by the name of CT Corporation System, which business address is set forth below:

NAME	ADDRESS
CT Corporation System	350 N. St. Paul Street, Suite 2900 Dallas, Texas 75201-4234

ARTICLE THREE

GOVERNING AUTHORITY

The Company will initially have managers. The name and address of each initial manager are set forth below:

NAME	ADDRESS
Mike Lish	200 East Basse Road San Antonio, Texas 78209
Tom Casey	200 East Basse Road San Antonio, Texas 78209
Robert H. Walls	200 East Basse Road San Antonio, Texas 78209

ARTICLE FOUR

PURPOSE

The purpose for which the Company is organized is the transaction of any or all lawful business for which a limited liability company may be formed under the TBOC, except as may be limited in the company agreement (“Company Agreement”) that shall govern the regulation and management of the affairs of the Company.

ARTICLE FIVE

INDEMNIFICATION

The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company, or by any member) by reason of the fact that he or she is or was a manager of the Company or is or, was serving at the request of the Company as a manager, or officer, by virtue of acts performed by such person or omitted to be performed by such person, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or it in connection with such action, suit or proceeding, and the Company shall reimburse each such person for any legal or other expenses reasonably incurred by such person in connection with investigating, defending or preparing to defend against any such action, suit or proceeding; provided, however, that the Company shall not be liable to any such person to the extent that in the final judgment of a court of competent jurisdiction such claim is found to arise from such person’s breach of his fiduciary duties, and his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The right to indemnification under this Article Five shall be a contract right and shall not be deemed exclusive of any other right to which those seeking indemnification may be entitled under the Company Agreement or any law, agreement, vote of members or disinterested managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

ARTICLE SIX

COMPANY AGREEMENT

The initial member or manager(s) of the Company shall adopt the Company Agreement, provided, however, that the failure to adopt the Company Agreement prior to the date on which the Secretary of the State of Texas issues a Certificate of Formation shall not affect the Company’s commencement of existence on such date. The Company Agreement shall provide for all the terms and conditions for the regulation and management of the affairs of the Company not inconsistent with applicable law or with this Certificate of Formation. The power to adopt, alter, amend or repeal the Company Agreement shall be vested in the members of the Company unless vested in whole or part in the managers of the Company by the Company Agreement.

2

ARTICLE SEVEN

ORGANIZER

The name and address of the organizer is as follows:

NAME	ADDRESS
Hamlet T. Newsom, Jr.	200 East Basse Road
	San Antonio, Texas 78209

This document becomes effective when the document is filed by the Secretary of State of the State of Texas.

[SIGNATURE PAGE FOLLOWS]

3

[SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF

CLEAR CHANNEL REAL ESTATE SERVICES, LLC]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be duly executed on the 12^th day of January 2012.

ORGANIZER:

/s/ Hamlet T. Newsom, Jr.

Hamlet T. Newsom, Jr.

4

EX-99.T3A.44

Exhibit T3A.44

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

JELLI, INC.

ARTICLE I

The name of this Corporation is Jelli, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000), all of which shares shall be Common Stock having a par value per share of $0.01.

ARTICLE V

In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this certificate of incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation. Election of directors need not be by written ballot.

ARTICLE VI

(a) Director Liability. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability or limitation of liability is not permitted under the DGCL as in effect at the time such liability is determined. No repeal, amendment or modification of the foregoing provisions of this ARTICLE SIXTH, nor the adoption of any provision in this Certificate of Incorporation inconsistent with this clause (a) of this ARTICLE SIXTH, shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such repeal, amendment, or modification or adoption of an inconsistent provision.

(b) Indemnification.

(i) To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director

(ii) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

(iii) Neither any amendment nor repeal of this ARTICLE SIXTH, nor the adoption of any provision of this Restated Certificate inconsistent with this ARTICLE SIXTH, shall eliminate or reduce the effect of this ARTICLE SIXTH in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE SIXTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VII

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

*         *         *         *         *

EX-99.T3A.45

Exhibit T3A.45

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:56 PM 05/19/2003

FILED 03:41 PM 05/19/2003

SRV 030323693 - 2915599 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is: METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP.

SECOND: Pursuant to the provisions of Section 17-202, Title 6, Delaware Code, the amendment to the Certificate of Limited partnership effected by this Certificate of Amendment is to change the address of the registered office of the partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and to change the name of the registered agent of the partnership in the State of Delaware at the said address to Corporation Service Company.

The undersigned, a general partner of the partnership, executes this Certificate of Amendment on May 16, 2003.

/s/ Tina Haut

Name: Tina Haut

Capacity: Ex. Vice President on behalf of: Metro Networks

Communications, Inc.

General Partner

DE LP D-:COA CERTIFICATE OF AMENDMENT TO CHANGE AGENT 09/00 (#670)

METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP

CERTIFICATE OF LIMITED PARTNERSHIP

1. The name of the limited partnership is Metro Networks Communications, Limited Partnership.

2. The address of the registered office is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware and the records of the limited partnership are to be kept or made available at that office.

3. The name of the registered agent is The Corporation Trust Company with an address of 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

4. The name, mailing address and street address of the business or residence of the general partner is: Metro Networks Communications, Inc., 2800 Post Oak Blvd., Suite 4000, Houston, Texas 77056.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the 29th day of June, 1998.

	METRO NETWORKS COMMUNICATIONS, INC.
	GENERAL PARTNER
By:	/s/ Illegible
Its:	Attorney-in-fact

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:30 PM 06/29/1998

981253128 - 2915599

EX-99.T3A.46

Exhibit T3A.46

CERTIFICATE OF INCORPORATION

OF

METRO NETWORKS SERVICES, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST: The name of the corporation (the “Corporation”) is Metro Networks Services, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares which the Corporation shall have the authority to issue is 1000 shares. All such shares shall have $.01 par value.

FIFTH: The name and mailing address of the incorporator is David P. Steiner, 400 Poydras Street, Suite 2800, New Orleans, Louisiana 70130-3245. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation, and the first director of the Corporation shall be David I. Saperstein, with an address of 3525 Sage Street, #1709, Houston, Texas 77051, to serve until the first annual meeting of shareholders or until his successor has been elected and qualified.

SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware, including, without limitation, Section 102(b)(7), or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:30 PM 06/29/1998

981253129 – 2915015

SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, benefit plan or other enterprise (including the heirs, executors, administrators and estate of such person), may be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware and/or any other applicable laws as presently or hereafter in effect and as set forth in the by-laws of the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provides for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 29th day of June, 1998.

/s/ David P. Steiner

David P. Steiner, Incorporator

EX-99.T3A.47

Exhibit T3A.47

STATE OF DELAWARE

SECRETARY OF STATE

DIVlSION OF CORPORATIONS

FILED 07:30 PM 03/13/2001

010125249 - 2162415

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*        *        *         *        *

WESTWOOD ONE STATIONS GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of WESTWOOD ONE STATIONS GROUP, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the Corporation is SMARTROUTE SYSTEMS, INC.”

SECOND: That in lieu of a meeting and vote of the sole stockholder of the corporation, the stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said SECRETARY has caused this certificate to be signed by GARY YUSKO, its ASSISTANT SECRETARY, this 12TH day of DECEMBER, 2000.

By:	/s/ Gary Yusko
	ASSISTANT SECRETARY

CERTIFICATE OF AMENDMENT TO CERTIFICATE

OF INCORPORATION OF WESTWOOD ONE STATIONS, INC.,

A DELAWARE CORPORATION

Pursuant to Section 103(a) of the General Corporation Law of the State of Delaware, the undersigned do hereby certify that the following resolution was duly adopted by the board of directors of Westwood One Stations, Inc., a Delaware corporation (the “Corporation”), and authorized and approved by the written consent of the sole stockholder of the Corporation:

RESOLVED, that the First Article of the Certificate of Incorporation of this Corporation be amended to read in its entirety as follows:

“1. The name of the Corporation is Westwood One Stations Group, Inc.”

The undersigned further certify that such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, constituting the President and Secretary, respectively, of Westwood One Stations, Inc. declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of his own knowledge as of this 8th day of February, 1989.    

/s/ William J. Battison

William J. Battison

President

ATTEST:

/s/ Eric R. Weiss

Eric R. Weiss

Secretary

0505J-3

CERTIFICATE OF INCORPORATION

OF

WESTWOOD ONE STATIONS, INC.

1. The name of the corporation is Westwood One Stations, Inc.

2. The address of the corporation’s registered office in Delaware is 410 South State Street, Dover (Kent County), Delaware 19901. United Corporate Services, Inc. is the corporation’s registered agent at that address.

3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

4. The corporation shall have authority to issue a total of 1,000 shares of common stock of the par value of $1.00 per share.

5. The name of the sole incorporator is Estelita J. Salwen and her mailing address is c/o Kaye, Scholer, Fierman, Hays & Handler, 425 Park Avenue, New York, New York 10022.

6. The Board of Directors shall have the power to make, alter or repeal the by-laws of the corporation.

7. The election of the Board of Directors need not be by written ballot.

8. The corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person that such Section grants the corporation the power to indemnify.

9. No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that he may be liable (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

Dated: May 27, 1988

/s/ Estelita J. Salwen

Estelita J. Salwen

Sole Incorporator

EX-99.T3A.48

Exhibit T3A.48

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:50 PM 03/29/2017

FILED 01:50 PM 03/29/2017

SR 20172106868 - File Number 6363957

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

STUFF MEDIA LLC

This Certificate of Formation of Stuff Media LLC (the “LLC”), dated as of March 29, 2017, is being duly executed and filed by Michael Blend, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

FIRST: The name of the limited liability company formed hereby is Stuff Media LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

THIRD: The name and address of the registered agent for service of process of the LLC in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certification of Formation as of the date first above written.

/s/ Michael Blend

Name: Michael Blend

Title: Authorized Person

EX-99.T3A.49

Exhibit T3A.49

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:27 PM 12/12/2008

FILED 06:50 PM 12/12/2008

SRV 081192914 - 4633307 FILE

CERTIFICATE OF INCORPORATION

OF

TLAC, INC.

FIRST: The name of the corporation shall be: TLAC, INC. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle, and its registered agent at such address is: Corporation Service Company.

THIRD: The purpose or purposes of the Corporation shall be:

To carry on any and all business and to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is:

100 shares of common stock, par value $0.01 per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Joseph Mignone	c/o Lowenstein Sandler PC 1251 Avenue of the Americas, 19th Floor New York, New York 10020

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors of the Corporation (the “Board”). The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the Corporation’s bylaws (the “Bylaws”).

B. The Board of the Corporation is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation.

C. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

D. The books of the Corporation may be kept at such place within or without the State of Delaware as the Bylaws of the Corporation may provide or as may be designated from time to time by the Board of the Corporation.

E. The Corporation hereby elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware as from time to time in effect or any successor provision thereto.

SEVENTH: The Corporation is to have perpetual existence.

EIGHTH: To the fullest extent permitted by applicable law, the Corporation shall indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding, or claims, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of any corporation, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees and expenses), judgments, fines, penalties, and amounts paid in settlement incurred in connection with the investigation, preparation to defend, or defense of such action, suit, proceeding, or claim; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim, or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders, or otherwise, and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this paragraph shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed, and acknowledged this Certificate of Incorporation this 12th day of December, 2008.

/s/ Joseph Mignone

Joseph Mignone

Sole Incorporator

-2-

EX-99.T3B.40

Exhibit T3B.40

BYLAWS

OF

IHEART OPERATIONS, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington Delaware 19808, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 1.2 Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chief executive officer of the corporation.

Section 2.2 Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s capital stock.

Section 2.3 Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 2.4 Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.5 Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6 Quorum. Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 2.7 Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.8 Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

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Section 2.9 Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 2.10 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 2.11 Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 3.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 3.2 Number, Election and Term of Office. The number of directors which shall constitute the board as of the effective date of these by-laws shall be four (4). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.3 Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s Certificate of Incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 3.4 Vacancies. Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by a majority of the members of the board of directors. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 3.5 Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 3.6 Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chief executive officer or president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the chief executive officer must call a special meeting on the written request of at least a majority of the directors.

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Section 3.7 Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office (without regard to any then vacancies on the board) shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.8 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 3.9 Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 3.10 Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 3.11 Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

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Section 3.12 Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all the then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 4.1 Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman, a chief executive officer, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 4.2 Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 4.3 Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 4.5 Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 4.6 The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, may be an officer of the corporation, and, if present, shall preside at each meeting of the board of directors or stockholders. He shall advise the chief executive officer, and in the chief executive officer’s absence, other officers of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 4.7 The Chief Executive Officer. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the chief executive officer shall

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preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 4.8 President; Vice Presidents. The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all of the restrictions of the chief executive officer. The president shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 4.9 The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

Section 4.10 The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the

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office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer, the president or treasurer may, from time to time, prescribe.

Section 4.11 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, which officers may include officers of any division of the corporation, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 4.12 Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 5.1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final

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disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 5.2 Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5.3 Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.4 Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

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Section 5.5 Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 5.6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 5.7 Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 5.8 Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 6.1 Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the chief executive officer, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death,

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resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 6.2 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 6.3 Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6.4 Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of

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directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 6.5 Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6.6 Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

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Section 7.2 Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 7.3 Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 7.4 Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 7.5 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 7.6 Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.7 Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 7.8 Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

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Section 7.9 Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 7.10 Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-99.T3B.41

Exhibit T3B.41

BROADER MEDIA HOLDINGS, LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) dated and effective as of December 13, 2018 by and between Clear Channel Holdings, Inc. and Clear Channel Mexico Holdings, Inc. (collectively, the “Members”).

W I T N E S S E T H:

WHEREAS, Broader Media Holdings, LLC (the “Company”) was formed by the filing of a Certificate of Formation (the “Certificate of Formation”) pursuant to the Delaware Limited Liability Company Act (the “Delaware Act”) on December 3, 2015;

WHEREAS, Clear Channel Holdings, Inc. entered into a Limited Liability Company Agreement of the Company on December 13, 2018;

WHEREAS, the parties hereto desire Clear Channel Mexico Holdings, Inc. to become a member of the Company and party to this Agreement; and

WHEREAS, the signatories hereto desire to set forth certain of their respective rights and obligations with respect to the Company pursuant to the Delaware Act.

NOW, THEREFORE, the signatories hereto agree as follows:

1. Formation. [RESERVED]

2. Name. The name of the Company is Broader Media Holdings, LLC.

3. Term. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, and shall be perpetual, unless sooner dissolved in accordance with Section 13 hereof.

4. Principal Place of Business, Registered Office; Registered Agent.

(a) The principal place of business of the Company shall be located at such place as the Members shall determine and the Company may change such principal place of business or establish other places of business as the Members may from time to time deem advisable.

(b) The address of the registered office of the Company in the State of Delaware is as set forth in the Certificate of Formation.

(c) The name and address of the registered agent for service of process on the Company in the State of Delaware is as set forth in the Certificate of Formation.

5. Nature of Business Permitted; Powers. The Company shall (i) have the power and authority to carry on any lawful business, purpose or activity not prohibited under the Delaware Act and (ii) possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

6. Members. Clear Channel Holdings, Inc. and Clear Channel Mexico Holdings, Inc. shall each be a “member” (as such term is defined in the Delaware Act) of the Company.

7. Management. The management of the Company shall be vested in Clear Channel Holdings, Inc. (in such capacity, the “Manager”), which may from time to time engage or employ such other agents and employees (“Representatives”) as it may deem advisable, each of whom shall perform such duties as the Manager may from time to time determine. The Manager may, at any time, remove, with or without cause, any person serving as a Representative. As used herein, “person” shall mean any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

8. Officers. The Members shall have the power to appoint agents (who may be referred to as officers) to act for the Company with such titles, if any, as the Members deem appropriate and to delegate to such officers or agents. The officers or agents so appointed may include persons holding titles such as Chair, Chief Executive Officer, President, Executive Vice President, Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Secretary or Controller. Any officers so appointed will have such authority and perform such duties as the Members may, from time to time, delegate to them. Any number of offices may be held by a single person. The Members may, at any time, remove, with or without cause, any person serving as an officer or an agent. The initial officers are set forth on the attached Schedule 1.

9. Capital Contribution. The initial capital contribution of each Member to the Company is reflected on the books and records of the Company. Except as the Members may otherwise agree in writing, the Members shall not be under any obligation to make any further capital contributions to the Company. The Company shall maintain a separate capital account for the Members. If any Member makes additional capital contributions to the Company, such Member’s Capital Account and the Members’ Percentage Interests (as defined below) shall be adjusted accordingly. “Capital Account” shall mean the account maintained for each Member in accordance with Section 704(b) of the Internal Revenue Code of 1986 (the “Code”), as amended, and the rules of Treasury Reg. Section 1.704-1(b), which account (i) is increased by the amount of cash and the fair market value of property contributed to the Company as shown on the books of the Company upon such contribution (net of liabilities assumed by the Company and liabilities to which such contributed property is subject) by such Member and such Member’s share of Profits (as defined below), including income exempt from tax, and (ii) is decreased by the amount of cash and the fair market value of property distributed to such Member as shown on the books of the Company (net of liabilities assumed by such Member and liabilities to which such distributed property is subject) and such Member’s share of Losses (as defined below).

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10. Allocation of Profits and Losses.

(a) The Company’s profits and losses for federal income tax purposes, including, without limitation, each item of Company income, gain, loss, or deduction (as applicable, the “Profits” or “Losses”) shall be allocated to the Capital Accounts of the Members pro rata in accordance with each Member’s Percentage Interest. “Percentage Interest” shall mean the interest of a Member expressed as a percentage of the whole. The initial Percentage Interest of each Member as of the date hereof is set forth on Schedule 2, which schedule shall be amended from time to time in accordance with the terms of this Agreement.

(b) Profits and Losses with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its book value in the manner determined by the Manager.

11. Distributions. Distributions shall be made to the Members at the times and in the amounts determined by the Manager. Such distributions shall be apportioned between the Members pro rata in accordance with their respective Percentage Interests. Distributions shall not constitute a return of capital contributions by the Members unless specifically designated as such by the Manager.

12. Withholding and Certain Taxes.

(a) If the Company or any other person in which the Company holds an interest is obligated to pay any amount to a governmental agency or body or to any other person (or otherwise makes a payment) because of a Member’s status or otherwise specifically attributable to a Member (including non-U.S. taxes, U.S. federal withholding taxes with respect to non-U.S. Members, U.S. state withholding taxes, U.S. state unincorporated business taxes and any taxes arising under Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws (the “Partnership Tax Audit Rules”)), then such Member (the “Reimbursing Member”) shall reimburse the Company in full for the entire amount paid (including any interest, penalties and expenses associated with such payment) or such amount shall be offset against distributions to which such Member is otherwise entitled under Section 11 hereof.

(b) A Reimbursing Member’s obligation to make reimbursements to the Company under this Section 12 shall survive the transfer, forfeiture or other disposition of the Reimbursing Member’s interest and the dissolution, liquidation, winding up and termination of the Company, and, to the maximum extent not prohibited by applicable law, for purposes of this Section 12, the Company shall be treated as continuing in existence.

13. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a) the written consent of the Members;

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(b) the dissolution or withdrawal of the Members; or

(c) the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Delaware Act.

14. Winding Up. Upon the dissolution of the Company, the Members may, in the name of and for and on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, sell and close the Company’s business, dispose of and covey the Company’s property, discharge the Company’s liabilities and distribute to the Members any remaining assets of the Company, all without affecting the liability of the Members. Upon winding up of the Company, the assets shall be distributed as follows:

(a) first, to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;

(b) second, to the payment and discharge of the claims of all creditors of the Company (other than the Members); and

(c) third, to the Members in accordance with their respective positive Capital Account balances, after taking into account all adjustments to their Capital Accounts for all periods (including any allocations for the fiscal year in which such dissolution occurs), in compliance with Treasury Reg. Section 1.704-1(b)(2)(ii)(b)(2).

15. Articles of Dissolution. Within ninety days following the dissolution and the commencement of winding up of the Company, or at any other time there are no members of the Company, articles of dissolution shall be filed with the Delaware Secretary of State pursuant to the Delaware Act.

16. Termination. Upon completion of the dissolution, winding up, liquidation, and distribution of the assets of the Company, the Company shall be deemed terminated.

17. Liability.

(a) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor any partner, manager or other affiliate, agent or representative of the Members, nor any officer, director, manager, employee, stockholder, member, partner or other affiliate, agent or representative of any such person, nor any of the heirs, executors, successors or assigns of any of the foregoing (together with the Representatives, the “Indemnified Persons”), shall be obligated personally for any such debt, obligation or liability.

(b) Except as otherwise expressly required by law, or as otherwise agreed to by the Members in writing, the Members, in their capacity as the members of the Company, shall have no liability in excess of (i) the amount of their respective capital contribution to the Company, (ii) the amount standing in its Capital Account with the Company and (iii) the amount of any distributions made by the Company to the Members in violation of Section 18-607 of the Delaware Act.

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18. Exculpation. Neither the Members nor any other Indemnified Person shall be personally liable to the Company for the repayment of any distributions made by the Company to the Members or for any other act or omission by such Indemnified Person in connection with the conduct of affairs of the Company, this Agreement or the matters contemplated herein except as a result of such person’s willful misfeasance, bad faith or gross negligence.

19. Indemnification.

(a) The Company shall indemnify and hold harmless each Member and each other Indemnified Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which such Indemnified Person is or was involved, may be involved, or is threatened to be involved, as a party or otherwise, arising out of (i) any action or inaction on the part of the Company, (ii) any action or inaction on the part of the Indemnified Person in connection with the business and affairs of the Company, (iii) this Agreement, (iv) any Member’s status as a member or Manager of the Company or any Representative’s status as a representative of the Company or (v) any action taken by the Members or any Representative under this Agreement or otherwise on behalf of the Company (collectively, “Liabilities”), regardless of whether the Members continue to be members of the Company and regardless of whether the Indemnified Person continues to fall within the definition of Indemnified Person contained in Section 17 hereof, to the fullest extent permitted by the Delaware Act and all other applicable laws; provided, that an Indemnified Person shall be entitled to indemnification hereunder only to the extent that such Indemnified Person’s conduct did not constitute willful misfeasance, bad faith or gross negligence. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo  contendere or its equivalent shall not, in and of itself, create a presumption that such Indemnified Person’s conduct constituted willful misfeasance, bad faith or gross negligence.

(b) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to Section 19(a) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized in Section 19(a).

(c) The indemnification provided by this Section 19 shall be in addition to any other rights to which an Indemnified Person may be entitled under any agreement, as a matter of law or equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of each Indemnified Person.

(d) The Company may purchase and maintain insurance, at the Company’s expense, on behalf of one or more of the Indemnified Persons and such other persons as the Members shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such person in connection with the activities of the Company or such persons’ acts or omissions in respect of the Company regardless of whether the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.

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(e) Any indemnification under this Section 19 shall be satisfied solely out of the assets of the Company. The Members shall not be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.

20. Other Activities Permitted. This Agreement shall not be construed in any manner to preclude any Member, any Representative or any of other Indemnified Person from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company) and no such person shall have any obligation to present or otherwise make available to the Company any business opportunity of which that such person may become aware.

21. Governing Law. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws or choice of law rules or provisions.

[The remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.

CLEAR CHANNEL MEXICO HOLDING, INC.

By: /s/ Richard J. Bressler

Name:  Richard J. Bressler

Title:    Authorized Signatory

[A&R LLC Agreement of Broader Media Holdings, LLC]

IN WITNESS WHEREOF, the undersigned hereby evidences its agreement to the terms and conditions hereof by executing and delivering this Agreement as of the date first above written.

Members:
CLEAR CHANNEL HOLDINGS, INC.
By:	/s/ Lauren Dean

Name:  Lauren Dean
Title:    Senior Vice President and
	Associate General Counsel

[A&R LLC Agreement of Broader Media Holdings, LLC]

Schedule 1

Bick, Scott T.	Senior Vice President-Tax
Bressler, Richard J.	President and Chief Financial Officer
Coleman, Brian D.	Senior Vice President, Treasurer and Assistant Secretary
Dean, Lauren E.	Vice President, Assistant General Counsel and Assistant Secretary
Walls, Robert H. Jr.	Executive Vice President, General Counsel and Secretary

Schedule 2

(as of December     , 2018)

Members	Percentage Interests
Clear Channel Holdings, Inc.		99	%
Clear Channel Mexico Holdings, Inc.		1	%

EX-99.T3B.42

Exhibit T3B.42

BYLAWS

OF

CC OUTDOOR HOLDINGS, INC.

A Delaware corporation

(Adopted as of January 19, 2017)

ARTICLE I

OFFICES

Section 1. Registered Office and Agent. The address of the registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the corporation for service of process at such address is The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Meetings Generally. At least one meeting of the stockholders shall be held each year for the purpose of electing directors and conducting any other proper business as may come before the meeting. The date, time and place of such meeting shall be determined by the highest ranking officer then in office (the “Ranking Officer”); provided, however, that if the Ranking Officer does not act, the board of directors shall determine the date, time and place of such meeting. Notwithstanding the foregoing, no annual meeting of stockholders need be held if not required by the Certificate of Incorporation, as the same may be amended or amended and restated from time to time (the “Certificate of Incorporation”), or by the General Corporation Law of the State of Delaware.

Section 2. Special Meetings. Special meetings of the stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships) and may be held at such time and place as shall be stated in a written notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the Ranking Officer and shall be called by the Ranking Officer upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, which written request shall state the purpose or purposes of the meeting and shall be delivered to the Ranking Officer. On such written request, the Ranking Officer shall fix a date and time for such meeting within two days of the date requested for such meeting in such written request.

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Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware as the place of meeting for any regular meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the chief executive officer, the president or the secretary, and if mailed, such notice shall be deemed to be delivered (i) upon confirmation of receipt if sent by facsimile, electronic mail or personal delivery or (ii) three (3) days after being deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to any meeting either at a place within the city where the meeting is to be held which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the issued and outstanding shares of capital stock entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of the stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any regular or special meeting of the stockholders of the corporation, or any action which may be taken at any regular or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, to the corporation’s principal place of business, or to an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, by reputable overnight courier service, or by electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). The number of directors shall be subject to change by the vote of holders of a majority of the shares then entitled to vote at an election of directors. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at any meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. The directors shall only be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, the provisions of this Section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled in the same manner in which directors are elected pursuant to Section 2 of this Article III. Notwithstanding the foregoing, any such vacancy shall automatically reduce the number of directors pro tanto, until such time as the holders of the class of capital stock which was entitled to elect the director whose office is vacant shall have exercised their right to elect a director to fill such vacancy, whereupon the number of directors shall be automatically increased pro tanto. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Meetings and Notice. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board, provided that the directors shall meet at least once per year. Special meetings of the board of directors may be called by or at the request of any two (2) directors or the Ranking Officer on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by facsimile or electronic mail.

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Section 6. Quorum, Required Vote and Adjournment. Each director shall be entitled to one vote except as otherwise provided in the Certificate of Incorporation. Directors then in office (and specifically excluding any vacancies) and holding a majority of the votes of all directors (or such greater number required by applicable law) shall constitute a quorum for the transaction of business. The vote of directors holding a majority of votes present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 8. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 7 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 9. Communications. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section shall constitute presence in person at the meeting.

Section 10. Waiver of Notice and Presumption of Consent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have consented to any action taken unless his or her dissent shall be entered in the minutes of the

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meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 11. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman of the board, chief executive officer, president, chief financial officer, one or more vice presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected at any meeting of the board of directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer elected by the board of directors may be removed by the board of directors whenever in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. Chairman of the Board. The chairman of the board, if one is appointed, shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors and of the president, he shall be in the general and active charge of the entire business and affairs of the corporation. He shall preside at meetings of the board of directors and stockholders at which the president is not present, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these bylaws. Whenever the president is unable to serve, by reason of disability (as defined in any employment agreement or if there is not an employment agreement, by the corporation’s disability policy), absence or otherwise, the chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

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Section 7. Chief Executive Officer. The chief executive officer, if one is appointed, shall be the most senior officer of the corporation and, subject to the powers of the board of directors and shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws.

Section 8. The President. The president, if one is appointed, shall be subject to the powers of the chief executive officer and the board of directors and have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws.

Section 9. Chief Financial Officer. The chief financial officer of the corporation, if one is appointed, shall, under the direction of the chief executive officer (or, in the absence of a chief executive officer, the president), be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or the board of directors or as may be provided in these bylaws.

Section 10. Vice Presidents. The vice president, if one is appointed, or if there shall be more than one, the vice presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice presidents shall also perform such other duties and have such other powers—as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or these bylaws may, from time to time, prescribe.

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Section 11. Secretary and Assistant Secretaries. The secretary or an assistant secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s (or, in the absence of a chief executive officer, the president’s) supervision, the secretary or an assistant secretary shall give, or cause to be given, all notices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer, (or, in the absence of a chief executive officer, the president), the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or the secretary may, from time to time, prescribe.

Section 12. Treasurer and Assistant Treasurer. The treasurer, if one if appointed, shall, subject to the authority of the chief financial officer, have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render to the chief executive officer (or, in the absence of a chief executive officer, the president), the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and shall have such powers and perform such duties as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or these bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the chief financial officer, treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or treasurer may, from time to time, prescribe.

Section 13. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 14. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS. DIRECTORS AND OTHERS

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, manager, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action or omission or failure to act in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise exercise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. The right to indemnification conferred in this Section 1 of this Article V shall be a contract right and shall include the obligation of the corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director, manager or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of this Article V or otherwise. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same or lesser scope and effect as the foregoing indemnification of directors and officers. The corporation hereby acknowledges that certain directors and officers affiliated with institutional investors may have certain rights to indemnification, advancement of expenses and/or insurance provided by such institutional investors or certain of their affiliates (collectively, the “Institutional Indemnitors”). The corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the indemnitee are primary and any obligation of the Institutional

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Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the indemnitee in accordance with this Article V without regard to any rights the indemnitee may have against the Institutional Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The corporation further agrees that no advancement or payment by the Institutional Indemnitors on behalf of the indemnitee with respect to any claim for which the indemnitee has sought indemnification from the corporation shall affect the foregoing and the Institutional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the indemnitee against the corporation. Notwithstanding anything to the contrary herein, the corporation shall not be required to provide any advance of expenses to a director or officer who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the board of directors not a party to such action, suit or proceeding that alleges willful misappropriation of corporate assets by such director or officer, disclosure of confidential information in violation of such director’s or officer’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such director’s or officer’s duty to the corporation or its stockholders.

Section 2. Procedure for Indemnification. Any indemnification of a director or officer of the corporation or advance of expenses under Section 1 of this Article V shall be made promptly, and in any event within forty five days (or, in the case of an advance of expenses, twenty (20) days), upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advance of expenses, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article V, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 1 of this Article V shall be the same procedure set forth in this Section 2 of this Article V for directors or officers, unless otherwise set forth in the action of the board of directors providing indemnification for such employee or agent.

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Section 3. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, manager, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

Section 4. Subsidiaries. To the extent any indemnitee under Section 1 of this Article V is also entitled to indemnification from a subsidiary of the corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise at which such indemnitee is serving at the request of the corporation as a director, manager, officer, employee or agent, such indemnitee shall first look to such subsidiary or other such entity for indemnification, and only after seeking indemnification from such subsidiary shall such indemnitee seek indemnification from the corporation.

Section 5. Reliance. Persons who, after the date of the adoption of this provision, become or remain directors or officers of the corporation or who, while a director or officer of the corporation, become or remain a director, manager, officer, employee or agent of a subsidiary or other entity at which he or she is serving as such at the request of the corporation, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article V in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article V shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6. Non Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation or under any statute, by law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 7. Merger or Consolidation. For purposes of this Article V, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, manager, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. The shares of stock of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the board of directors. Each certificate shall certify the number of shares owned by such holder in the corporation and shall be signed by, or in the name of the corporation by two authorized officers of the corporation including but not limited to the Chairman of the Board, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the corporation. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, transfer agent or registrar of the corporation at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation. The corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the corporation, containing the name of each holder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue. When shares are represented by certificates, the corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificates representing the shares owned by such holder, and shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation or its designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. When shares are not represented by certificates, shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer, authorization and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the corporation shall, if required by applicable law, send the holder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the Certificate of Incorporation, these Bylaws or any other instrument, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

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Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates or uncertificated shares previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates or uncertificated shares, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned by Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

Except for Article V hereof, these bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. Article V hereof may be amended, altered, or repealed at any meeting of the board of directors only by a unanimous vote (or unanimous written consent in lieu thereof). The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-99.T3B.43

Exhibit T3B.43

LIMITED LIABILITY COMPANY AGREEMENT

OF

CLEAR CHANNEL REAL ESTATE SERVICES, LLC

This Limited Liability Company Agreement (this “Agreement”) of Clear Channel Real Estate Services, LLC, a Texas limited liability company (the “Company”), dated as of January 2012, is adopted, executed and agreed to by the sole Member (as defined below).

1. Formation. The Company has been organized as a Texas limited liability company under and pursuant to the Texas Business Organization Code and any successor statute, as amended from time to time (the “TBOC”).

2. Purpose. The purpose and intent of the Company will be to conduct any or all lawful business which may be carried on by a limited liability company under the laws of the State of Texas.

3. Sole Member. Clear Channel Management Services, Inc., a Texas corporation, shall be the sole member of the Company (the “Member”).

4. Distributions; Federal Tax Status. The Member shall be entitled to (a) receive all distributions (including, without limitation, liquidating distributions) made by the Company, and (b) enjoy all other rights, benefits and interests in the Company. The sole Member of the Company intends that the Company shall be disregarded as an entity separate from its owner for federal income tax purposes.

5. Management.

(a) Except for situations in which the approval of the Member or the unanimous approval of the Managers (as hereinafter defined) is required by non-waivable provisions of applicable law, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company, shall be managed under the direction of the Managers. The Managers shall be appointed by the Member. Initially, the number of Managers of the Company shall be three (3) and the initial managers shall be: Mike Lish, Tom Casey and Robert H. Walls (collectively, the “Managers”). The number of Managers may be increased or decreased from time to time by the Member.

(b) A majority of the Managers shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement.

6. Officers. The Managers may designate one or more persons to be officers of the Company. A Manager may hold one or more offices. No officer need be a resident of the State of Texas or a Member of the Company. An officer is not a “manager” as that term is used in the TBOC. The Managers may designate additional officers, such as vice presidents, assistant secretaries and an assistant treasurer. Any officers designated by the Managers shall have such authority and perform such duties as the Managers may delegate to them. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business

corporation formed under the TBOC, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Managers pursuant hereto. Each officer shall hold office until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries and other compensation, if any, of the officers and agents of the Company shall be fixed by the Managers. Any officer may resign as such at any time. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office may be filled by the Managers.

7. Winding Up. The Company shall be wound up at such time, if any, as the Member may elect or as otherwise required by the TBOC. No other event will cause the Company to be wound up.

8. Amendment. Amendments to this Agreement shall be adopted and become effective only if approved in writing and signed by the Member.

9. Entire Agreement. This Agreement contains the entire agreement among the parties with respect to its subject matter and shall bind and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns, except as otherwise set forth herein.

10. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ITS CONFLICT-OF-LAWS RULES).

MEMBER:

CLEAR CHANNEL MANAGEMENT SERVICES, INC.

By: /s/ Illegible

Name:	Illegible
Title:	Illegible

EX-99.T3B.44

Exhibit T3B.44

AMENDED AND RESTATED

BY-LAWS

OF

JELLI, INC.

A Delaware corporation

(Adopted as of December 14, 2018)

ARTICLE I

OFFICES

Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at the Corporation Service Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware, 19801. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2 Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1 Annual Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of the annual meeting shall be determined by the board of directors of the corporation. No annual meeting of stockholders need be held if not required by the corporation’s certificate of incorporation or by the General Corporation Law of the State of Delaware.

Section 2 Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships) and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a written notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, which written request shall state the purpose or purposes of the meeting and shall be delivered to the president. The date, time and place, if any, and/or remote communication, of any special meeting of stockholders shall be determined by the board of directors of the corporation. On such written request, the president shall fix a date and time for such meeting within 10 days after receipt of a request for such meeting in such written request.

Section 3 Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4 Notice. Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting and to each director not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 Stockholders List. The officer who has charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6 Quorum. The holders of a majority of the issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the corporation’s certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

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Section 7 Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8 Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9 Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the corporation’s certificate of incorporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11 Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by reputable overnight courier service. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12 Action by Facsimile, Email or Other Electronic Transmission Consent. A facsimile, email or other electronic transmission by a stockholder or proxyholder (or by any person authorized to act on such person’s behalf) of a proxy or a written consent to an action to be taken (including the delivery of such a document in the .pdf, .tif, .gif, .peg or similar format attached to an email message) shall be deemed to be written, signed, dated and delivered to the corporation for the purposes of this Article; provided that any such facsimile, email or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the facsimile, email or other electronic transmission was transmitted by the stockholder or proxyholder or by a person authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person transmitted such facsimile, email or other electronic transmission. The date on which such facsimile, email or other electronic transmission is transmitted shall be deemed to be the date on which such consent or proxy was signed. Any such facsimile, email or other electronic transmission of a consent or proxy shall be treated in all respects as an original executed consent or proxy and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of the board of directors or the Secretary of the corporation, each stockholder, proxyholder or other authorized person who delivered a consent or proxy by facsimile, email or other electronic transmission shall re-execute the original form thereof and deliver such original to the corporation at its registered office in the State of Delaware, its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. No consent given by facsimile, email or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

ARTICLE III

DIRECTORS

Section 1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2 Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as otherwise provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

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Section 3 Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect of the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Section 4 Vacancies. Except as otherwise provided in the corporation’s certificate of incorporation, board vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5 Annual Meetings. The annual meeting of each newly elected board of directors shall be held without notice (other than notice under these by-laws) immediately after, and at the same place, if any, as the annual meeting of stockholders.

Section 6 Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors and promptly communicated to all directors then in office. Special meetings of the board of directors may be called by or at the request of the president or any director on at least 24 hours notice to each director, either personally, by telephone, by mail or by electronic transmission.

Section 7 Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office authorized shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Except as otherwise required by the corporation’s certificate of incorporation, each director shall be entitled to one vote on exactly the matter presented to the board for approval.

Section 8 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation, except as otherwise limited by applicable law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9 Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of a majority of the members of the committee then in office shall be necessary to constitute a quorum. In the event that a member and such member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

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Section 10 Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11 Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12 Action by Written Consent. Unless otherwise restricted by the corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

Section 1 Number. The officers of the corporation shall be elected by the board of directors and shall consist of a president, one or more vice presidents, a secretary, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2 Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4 Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

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Section 5 Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6 The President. The president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7 Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8 Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by applicable law, shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe, and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 9 Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 10 Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1 Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether brought by or in the right of the corporation or any of its subsidiaries and whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), or any appeal of such proceeding, by reason of or arising out of the fact that

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such person, or any other person for whom such person is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, manager, general partner, employee, fiduciary, or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided that, except as provided in Section 2 of this Article V, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2 Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation provided for under Section 1 of this Article V or advance of expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within 60 days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not properly made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3 Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the corporation’s certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 4 Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5 Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer or other person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6 Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the board of directors.

Section 7 Contract Rights. The provisions of this Article V shall be deemed to be a vested contract right between the corporation and each director and officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect. Such contract right shall vest for each director and officer at the time such person is elected or appointed to such position, and no repeal or modification of this Article V or any such law shall affect any such vested rights or obligations of any current or former director or officer with respect to any state of facts or proceeding regardless of when occurring.

Section 8 Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1 Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by any officers of the Corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may

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nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2 Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3 Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the board of directors may fix a new record date for the adjourned meeting.

Section 4 Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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Section 5 Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6 Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7 Subscriptions for Stock. Unless otherwise provided for in any subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1 Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the corporation’s certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the corporation’s certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2 Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3 Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 4 Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6 Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7 Voting Securities Owned By Corporation. Voting securities in any other corporation or other entity (such as a limited liability company, limited partnership or trust) held by the corporation shall be voted as directed by the board of directors, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8 Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9 Exclusive Jurisdiction. Unless otherwise waived by resolution of the Board, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or the corporation’s certificate of incorporation or by-laws or (iv) any action asserting a claim against the corporation governed by the internal affairs doctrine.

Section 10 Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 11 Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-99.T3B.45

Exhibit T3B.45

AGREEMENT OF LIMITED PARTNERSHIP

OF

METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP

This AGREEMENT OF LIMITED PARTNERSHIP OF METRO NETWORKS COMMUNICATIONS, LIMITED PARTNERSHIP (the “Agreement”) is made and entered into effective as of June 30, 1998, by and among the Partners (as defined below).

WHEREAS, the Partners desire to establish a separate entity to obtain and market air time and advertising time, in order to, among other things, more effectively account for the separate activities of the Partnership and its affiliates and to manage the contract procurement, accounting, cash flow and flow of value of the entities; and

WHEREAS, after consultation with and advice from legal counsel for the entities, the entities determined that future operations are protected from catastrophic liability more effectively through the segregation of broadcasting and marketing activities into separate legal entities.

NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which each Partner acknowledges and confesses, the Partners agree as follows:

ARTICLE I

DEFINITIONS

1.01 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Act” means the Delaware Revised Uniform Limited Partnership Act and any successor statute, as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with that first Person. As used in this definition, the term “control” means (a) with respect to any corporation or other entity having voting shares or the equivalent and elected directors, managers, or Persons performing similar functions, the ownership or power to vote more than 25% of shares or the equivalent having the power to vote in the election of directors, managers, or Persons performing similar functions, and (b) with respect to any other entity, the ability to direct its business and affairs.

“Agreement” has the meaning given that term in the introductory paragraph hereof.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which banks in the State of Delaware are closed.

“Capital Contribution” means any contribution by a Partner to the capital of the Partnership.

“Certificate” means the certificate of limited partnership of the Partnership, as amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Dispose,” “Disposing,” or “Disposition” means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance, or the acts thereof.

“General Partner” means any person executing this Agreement as of the date of this Agreement as a general partner or hereafter admitted to the Partnership as a general partner as provided in this Agreement, but does not include any Person who has ceased to be a general partner in the Partnership.

“Limited Partner” means any person executing this Agreement as of the date of this Agreement as a limited partner or hereafter admitted to the Partnership as a limited partner as provided in this Agreement, but does not include any Person who has ceased to be a limited partner in the Partnership.

“Managing General Partner” means Metro Networks Communications, Inc., a Maryland corporation, or any other General Partner designated as Managing General Partner, from time to time, as provided in this Agreement.

“Partner” means any General Partner or Limited Partner.

“Partnership” has the meaning given that term in Section 2.01.

“Partnership Interest” means the interest of a Partner in the Partnership, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

“Person” means any natural or juridical person, including any entity (corporation, trust, partnership, limited liability company, business trust, association, etc.), whether foreign or domestic.

“Sharing Ratio” means with respect to any Partner executing this Agreement as of the date of this Agreement, the percentage interest set forth opposite such Partner’s name on Exhibit A hereto.

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1.02 Other Definitions. Other terms defined herein have the meanings so given them.

1.03 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to Exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II

ORGANIZATION

2.01 Formation. Effective as of the acceptance of the Certificate of Limited Partnership by the Delaware Secretary of State, the Persons executing this Agreement formed a Delaware limited partnership (the “Partnership”) for the purposes set forth in this Agreement.

2.02 Name. The name of the Partnership is Metro Networks Communications, Limited Partnership, and all Partnership business must be conducted in that name or such other names that comply with applicable law as the Managing General Partner may select from time to time.

2.03 Registered Office; Registered Agent; Other Offices. The registered office of the Partnership in the State of Delaware shall be at such place as the Managing General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Delaware or any other jurisdiction shall be such Person or Persons as the Managing General Partner may designate from time to time. The Partnership may have such other offices as the Managing General Partner may designate from time to time.

2.04 Purposes. The purposes of the Partnership are to provide management and administrative services and to engage in any other business or activity that now or hereafter may be necessary, incidental, proper, advisable, or convenient to accomplish the foregoing purposes (including, without limitation, obtaining financing therefor) and to conduct any other business that is not forbidden by the law of the jurisdiction in which the Partnership engages in such business.

2.05 Separate Business. The Partnership shall keep its business and affairs and all of its property and operations separate and distinct from the business, affairs, assets and operations of the Partners and of any other person or entity in which any of them may be or become interested.

2.06 Certificate; Foreign Qualification. The Managing General Partner has executed and caused to be filed with the Secretary of State of the State of Delaware a certificate containing information required by the Act and such other information as the Managing General Partner has deemed appropriate. Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, the Managing General Partner shall cause the Partnership to comply, to the extent required by law and to the extent that those matters are reasonably within the control of the Managing General

3

Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction, under such name, assumed name or other name that it desires. At the request of the Managing General Partner, each Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Delaware and to quality, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the Managing General Partner may use the power of attorney described in Section 6.05.

2.07 Term. The existence of the Partnership as a limited partnership shall commence on the date the Certificate is filed in the office of the Secretary of State of Delaware in accordance with the Act, or such other office as is appropriate under applicable state law, and shall continue until the winding up and liquidation of the Partnership and its business and affairs following a liquidating event, as provided in Article VIII hereof.

2.08 Merger or Consolidation. The Partnership may merge or consolidate with or into another limited partnership or other Person, or enter into an agreement to do so, only with the consent of all of the Partners.

ARTICLE III

PARTNERS; REPRESENTATIVES; DISPOSITIONS OF INTERESTS

3.01 Initial Partners. The initial general partners and limited partners of the Partnership are the Persons executing this Agreement as of the date of this Agreement as general partners and limited partners, respectively, each of which is admitted to the Partnership as a general partner or a limited partner, as the case may be, effective with the commencement of the Partnership.

3.02 Representations and Warranties. Each Partner represents and warrants to the Partnership and each other Partner that (a) if that Partner is a corporation, it is duly organized, validly existing, and in good standing under the law of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal place of business (if not incorporated therein), (b) if that Partner is a partnership, trust, or other entity, it is duly formed, validly existing, and (if applicable) in good standing under the law of the state of its formation, and if required by law is duly qualified to do business and (if applicable) in good standing in the jurisdiction of its principal place of business (if not formed therein), and the representations and warranties in clause (a) or (b), as applicable, are true and correct with respect to each partner (other than limited partners), trustee, or other member thereof, (c) that Partner has full corporate, partnership, trust, or other applicable power and authority to enter into this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, partners, trustees, beneficiaries, or other Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by that Partner have been duly taken, (d) that Partner

4

has duly executed and delivered this Agreement, and (e) that Partner’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which that Partner is a party or by which it is bound.

3.03 No Dispositions of Interests. Partnership Interests may not be Disposed of, and any purported Disposition of Partnership Interest shall be null and void, and shall have no legal effect. The Partners and the Partnership shall not be required to recognize any Disposition not effected in accordance with the terms hereof.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.01 Initial Contributions. Prior to or contemporaneously with the commencement of business by the Partnership, each Partner will have made the initial Capital Contributions described for that Partner in Exhibit A.

4.02 Subsequent Contributions. Without creating any rights in favor of any third party, each Partner shall contribute to the Partnership, in cash, from time to time, that Partner’s Sharing Ratio of all monies that in the judgment of the Managing General Partner are necessary to enable the Partnership to cause the assets of the Partnership to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities. The Managing General Partner shall notify each Partner of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Partner’s receipt of its notice) before which the Capital Contributions must be made. Notices of Capital Contributions must be made to all Partners in accordance with their Sharing Ratios.

4.03 Return of Contributions. A Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its capital account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Partnership or of any Partner. A Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions.

4.04 Capital Accounts. A capital account shall be established and maintained for each Partner. Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the fair market value of property contributed by that Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume to take subject to under section 752 of the Code), and (iii) allocations to that Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Partner by the Partnership, (ii) the fair market value of property distributed to that Partner by the Partnership (net of liabilities secured by such distributed property that such

5

Partner is considered to assume or take subject to under section 752 of the Code), (iii) allocations to that Partner of expenditures of the Partnership described in section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items thereof), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in b(iii) above and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or 1.704-1(b)(4)(iii). The Partners’ capital accounts shall also be maintained and adjusted as permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Partners of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. §1.704-1(b)(2)(iv)(g). A partner who has more that one interest in the Partnership shall have a single capital account that reflects all such interests, regardless of the class of interests owned by such Partner and regardless of the time or manner in which such interests were acquired. Upon the transfer of all or part of an interest in the Partnership, the capital account of the transferor that is attributable to the transferred interest in the Partnership shall carry over to the transferee Partner in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(l).

ARTICLE V

ALLOCATION AND DISTRIBUTIONS

5.01 Allocations. Except as may be required by section 704(c) of the Code and Treas. Reg. § 1.704-1(b)(2)(iv)(f)(4), all items of income, gain, loss, deduction, and credit of the Partnership shall be allocated among the Partners in accordance with their Sharing Ratios.

5.02 Distributions. (a) From time to time prior to commencement of liquidation under Section 8.02, the Managing General Partner shall determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the Managing General Partner shall cause the Partnership to distribute to the Partners, in accordance with their Sharing Ratios, an amount in cash equal to that excess.

(b) From time to time the Managing General Partner also may cause property of the Partnership other than cash to be distributed to the Partners, which distribution must be made in accordance with their Sharing Ratios and may be made subject to existing liabilities and obligations.

ARTICLE VI

MANAGEMENT AND OPERATION

6.01 Management of Partnership Affairs. (a) Except for situations in which the approval of other Partners is expressly required by this Agreement or by nonwaivable provisions of applicable law, the Managing General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding those

6

matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The Managing General Partner may make all decisions and take all actions for the Partnership not otherwise provided for in this Agreement, including, without limitation, the following:

(i) entering into, making, and performing contracts, agreements, and other undertakings binding the Partnership that may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder;

(ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(iii) maintaining the assets of the Partnership in good order;

(iv) collecting sums due the Partnership;

(v) to the extent that funds of the Partnership are available therefor, paying debts and obligations of the Partnership;

(vi) acquiring, utilizing for Partnership purposes, and Disposing of any asset of the Partnership;

(vii) borrowing money or otherwise committing the credit of the Partnership for Partnership activities, for activities of the Partnership’s Affiliates and voluntary prepayments or extensions of debt;

(viii) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;

(ix) obtaining insurance for the Partnership;

(x) determining distributions of Partnership cash and other property as provided in Section 5.02; and

(xi) appointing and electing Persons to act as agents of the Partnership to perform such duties and in such capacities and having such titles as determined by the Managing General Partner (it being agreed that any Person representing the Partnership with a given title shall have such duties and authority as contemplated by the description of such title contained in the Managing General Partner’s Bylaws as of the date of this Agreement).

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(b) Unless appointed by the Managing General Partner as contemplated by Section 6.01(a)(xi) above, no Partner (other than the Managing General Partner) has the authority or power to act for or on behalf of the Partnership, to do any act that would be binding on the Partnership, or to incur any expenditures on behalf of the Partnership.

(c) Any Person dealing with the Partnership, other than a Partner, may rely on the authority of the Managing General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

6.02 Compensation. The Managing General Partner is not entitled to compensation for its services as Managing Partner, but it is entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of its service in that capacity in accordance with this Agreement, including for the portion of its overhead reasonably allocable to Partnership activities.

6.03 Standards and Conflicts. (a) Except as provided otherwise in the Agreement, the Managing General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. The Managing General Partner is liable for errors or omissions in performing its duties with respect to the Partnership only in the case of willful misconduct, but not otherwise. The Managing General Partner shall devote such time and effort to the Partnership business and operations as is necessary to promote fully the interests of the Partnership; however, neither the Managing General Partner nor any other General Partner must devote full time to Partnership business.

(b) Subject to the other provisions of this Agreement, the Managing General Partner and each other Partner at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Partnership, with no obligation to offer to the Partnership or any other Partner the right to participate therein.

(c) The Partnership may transact business with any Partner or Affiliate of a Partner on terms determined necessary or desirable by the Managing General Partner.

6.04 Indemnification. To the fullest extent permitted by law, on request by the Person indemnified, the Partnership shall indemnify each General Partner, its Affiliates, and their respective officers, directors, partners, employees, and agents and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) any of them may incur as a General Partner in the Partnership or in performing the obligations of that General Partner with respect to the Partnership, and on request by the Person indemnified the Partnership shall advance expenses associated with defense of any related action; provided, however, that this indemnity does not apply to actions constituting bad faith, gross negligence, or breach of the provisions of this Agreement.

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6.05 Power of Attorney. Each Partner hereby appoints the Managing General Partner (and any liquidator pursuant to Section 8.02) as that Partner’s attorney-in-fact for the purpose of executing, swearing to, acknowledging, and delivering all certificates, documents, and other instruments as may be necessary, appropriate, or advisable in the judgment of the Managing General Partner (or the liquidator) in furtherance of the business of the Partnership or complying with applicable law, including, without limitation, filings of the type described in Section 2.06. This power of attorney is irrevocable and is coupled with an interest. On request by the Managing General Partner (or the liquidator), a Partner shall confirm its grant of this power of attorney or any use of it by the Managing General Partner (or the liquidator) and shall execute, swear to, acknowledge, and deliver any such certificate, document, or other instrument.

ARTICLE VII

TAXES

7.01 Tax Returns. The Managing General Partner shall cause to be prepared and filed all necessary federal and state income tax returns for the Partnership, including making the elections described in Section 7.02. Each Partner shall furnish to the Managing General Partner all pertinent information in its possession relating to Partnership operations that is necessary to enable the Partnership’s income tax returns to be prepared and filed.

7.02 Tax Elections. The Partnership shall make the following elections on the appropriate tax returns.:

(a) to adopt the calendar year as the Partnership’s fiscal year;

(b) to adopt the accrual method of accounting:

(c) if a distribution of Partnership property as described in section 734 of the Code occurs or if a transfer of a Partnership Interest as described in section 743 of the Code occurs, on request by notice from any Partner, to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership properties;

(d) to elect to amortize the organization expenses of the Partnership ratably over a period of 60 months as permitted by section 709(b) of the Code; and

(e) any other election the Managing General Partner may deem appropriate and in the best interests of the Partners.

7.03 Tax Matters Partner. The Managing General Partner shall be the “tax matters partner” of the Partnership pursuant to section 6231(a)(7) of the Code. The Managing General Partner shall take such action as may be necessary to cause each other Partner to become a “notice partner” within the meaning of section 6223 of the Code. The Managing General Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as

9

tax matters partner by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity. The preceding provisions are not intended to authorize the Managing General Partner to take any action left to the determination of an individual Partner under sections 6222 through 6232 of the Code.

ARTICLE VIII

DISSOLUTION, LIQUIDATION, AND TERMINATION

8.01 Dissolution. The Partnership shall dissolve and its affairs shall be wound up on the first to occur of the following:

(a) the written consent of all of the Partners;

(b) the sale of all or substantially all of the Partnership’s property;

(c) the bankruptcy, dissolution, liquidation or withdrawal of any Partner;

(d) the happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership; or

(e) Any event which causes there to be no General Partner.

8.02 Liquidation and Termination. On dissolution of the Partnership, the Managing General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in section 17-402(a)(4)-(10) of the Act with respect to the Managing General Partner, the liquidator shall be one or more Persons selected in writing by other Partners. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the Managing General Partner. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after dissolution and gain after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

10

(c) all remaining assets of the Partnership shall be distributed to the Partners as follows:

(i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;

(ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in that property (that has not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of its distribution; and

(iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation).

All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 8.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 8.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of section 17-502(b) of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

8.03 Cancellation of Certificate. On completion of the distribution of Partnership assets as provided herein, the Partnership is terminated, and the General Partners (or such other Person or Persons as the Act may require or permit) shall cause the cancellation of the Certificate and any other filings made as provided in Section 2.06 and shall take such other actions as may be necessary to terminate the Partnership.

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ARTICLE IX

GENERAL PROVISIONS

9.01 Offset. Whenever the Partnership is to pay any sum to any Partner, any amounts that Partner owes the Partnership may be deducted from that sum before payment.

9.02 Notices. All notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be give either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission. A notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Partner must be sent to or made at the addresses given for that Partner on Exhibit A or such other address as that Partner may specify by notice to the other Partners. Any notice, request, or consent to the Partnership must be given to the Managing General Partner.

9.03 Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Partners and their Affiliates relating to the Partnership and supersedes all prior contracts or agreements with respect to the Partnership, whether oral or written.

9.04 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Partnership is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Partnership. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

9.05 Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument executed by all of the Partners.

9.06 Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and inures to the benefit of the Partners and their respective heirs, legal representatives, successors, and assigns.

9.07 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected and that provision shall be enforced to the greatest extent permitted by law.

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9.08 Further Assurances. In connection with this Agreement and the transactions contemplated by it, each Partner shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

9.09 Waiver of Certain Rights. Each Partner irrevocable waives any right it may have to maintain any action for dissolution of the Partnership or for partition of the property of the Partnership.

9.10 Indemnification. To the fullest extent permitted by law, each Partner shall indemnify the Partnership and each other Partner and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) they may incur on account of any breach by that Partner of this Agreement.

9.11 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

IN WITNESS WHEREOF, this Agreement of Limited Partnership is executed as of the date first above written.

GENERAL PARTNER:

METRO NETWORKS COMMUNICATIONS, INC.

By:	/s/ Illegible
Its:	President

LIMITED PARTNER:

METRO NETWORKS SERVICES, INC.

By:	/s/ Illegible
Its:	President

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Exhibit A

Partner Name and Address	Sharing Ratio			Initial Contribution
Metro Networks Communications, Inc. 2800 Post Oak Blvd Suite 4000 Houston, Texas 77056		1	%	$	10
Metro Networks Services, Inc. 681 5th Avenue, 10th Floor New York, New York 10022		99	%	$	990

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EX-99.T3B.46

Exhibit T3B.46

BYLAWS

of

METRO NETWORKS SERVICES, INC.

a Delaware corporation

TABLE OF CONTENTS

	Page
ARTICLE I—OFFICERS		1
Section 1.1 Registered Office		1
Section 1.2 Principal Office		1
Section 1.3 Other Offices		1
ARTICLE II—MEETINGS OF STOCKHOLDERS		1
Section 2.1 Annual Meetings		1
Section 2.2 Special Meetings		1
Section 2.3 Place of Meetings		2
Section 2.4 Notice of Meetings		2
Section 2.5 Quorum		2
Section 2.6 Voting		2
Section 2.7 List of Stockholders		3
Section 2.8 Inspector of Election		4
Section 2.9 Stockholder Action Without Meetings		4
Section 2.10 Notice of Business		4
ARTICLE III—BOARD OF DIRECTORS		5
Section 3.1 General Powers		5
Section 3.2 Number and Class of Directors		5
Section 3.3 Nomination of Directors		6
Section 3.4 Election of Directors		6
Section 3.5 Resignations		6
Section 3.6 Vacancies		7
Section 3.7 Place of Meeting; Telephone Conference Meeting		7
Section 3.8 First Meeting		7
Section 3.9 Regular Meetings		7
Section 3.10 Special Meetings		7
Section 3.11 Quorum and Action		8
Section 3.12 Action by Consent		8
Section 3.13 Compensation		8
Section 3.14 Committees		9
Section 3.15 Officers of the Board		9
ARTICLE IV—OFFICERS		9
Section 4.1 Officers		9
Section 4.2 Election		9
Section 4.3 Subordinate Officers		10
Section 4.4 Removal and Resignation		10
Section 4.5 Vacancies		10

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Section 4.6 Chief Executive Officer	10
Section 4.7 President	10
Section 4.8 Vice President	11
Section 4.9 Secretary	11
Section 4.10 Chief Financial Officer	11
ARTICLE V—CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.	12
Section 5.1 Execution of Contracts	12
Section 5.2 Checks, Drafts, Etc.	12
Section 5.3 Deposit	12
Section 5.4 General and Special Bank Accounts	12
ARTICLE VI—SHARES AND THEIR TRANSFER	13
Section 6.1 Certificates for Stock	13
Section 6.2 Transfer of Stock	13
Section 6.3 Regulations	13
Section 6.4 Lost, Stolen, Destroyed and Mutilated Certificates	14
Section 6.5 Record Date	14
Section 6.6 Representation of Shares of Other Corporations	14
ARTICLE VII—INDEMNIFICATION	14
Section 7.1 Actions Other Than By or In the Right of the Corporation	14
Section 7.2 Actions By or In the Right of the Corporation	15
Section 7.3 Determination of Right of Indemnification	15
Section 7.4 Indemnification Against Expenses of Successful Party	15
Section 7.5 Advance of Expenses	15
Section 7.6 Other Rights and Remedies	16
Section 7.7 Insurance	16
Section 7.8 Constituent Corporations	16
Section 7.9 Employee Benefit Plans	16
Section 7.10 Broadest Lawful Indemnification	16
Section 7.11 Term	17
Section 7.12 Severability	18
Section 7.13 Amendments	18
ARTICLE VIII—MISCELLANEOUS	18
Section 8.1 Seal	18
Section 8.2 Waiver of Notices	18
Section 8.3 Loans and Guaranties	18
Section 8.4 Gender	18
Section 8.5 Amendments	19
CERTIFICATE OF SECRETARY	20

ii

BYLAWS

of

METRO NETWORKS SERVICES, INC.

a Delaware corporation

ARTICLE I—OFFICERS

Section 1.1 Registered Office. The registered office of Metro Networks Services, Inc. (hereinafter called the “Corporation”) shall be at such place in the State of Delaware as shall be designated by the Board of Directors (hereinafter called the “Board”).

Section 1.2 Principal Office. The principal office for the transaction of the business of the Corporation shall be at such location, within or without the State of Delaware, as shall be designated by the Board.

Section 1.3 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II—MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

Section 2.2 Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or by a committee of the Board which has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereafter), then such special meeting may also be called by the person or persons, in the manner, at the time and for the purposes so specified.

Section 2.3 Place of Meetings. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meetings and specified in the respective notices or waivers of notice thereof.

Section 2.4 Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting shall also state the purpose or purposes for which the meeting is called. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 2.5 Quorum. The holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at or to act as secretary of such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.6 Voting.

(a) At each meeting of the stockholders, each stockholder shall be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation which has voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation.

(i) on the date fixed pursuant to Section 6.5 of these Bylaws as the record for the determination of stockholders entitled to notice of and to vote at such meeting, or

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(ii) if no such record date shall have been so fixed, then (A) at the close of business on the date next preceding the day on which notice of the meeting shall be given or (B) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two or more person have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless such proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and it shall state the number of shares voted.

Section 2.7 List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if no so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the entire duration thereof, and may be inspected by any stockholder who is present.

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Section 2.8 Inspector of Election. If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint an inspector or inspectors of election to act with respect to such vote. Each inspector so appointed shall first subscribe an oath faithfully to execute the duties of an inspector at such meeting with strict impartiality and according to the best of his ability. Such inspectors shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of the inspectors shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. Inspectors need not be stockholders of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal in which he shall have a material interest.

Section 2.9 Stockholder Action Without Meetings. Any action required by the General Corporation Law of Delaware to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. The election of directors at an annual or special meeting, or any other action required to be taken at an annual or special meeting, may be taken by consent as set forth herein.

Section 2.10 Notice of Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 90 days prior to the date on which, in the immediately preceding calendar year, the annual meeting of stockholders for such year was held (provided that if the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the annual meeting was mailed or such public disclosure was made). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) a representation that the

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stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear at the meeting to bring such business before the meeting; (d) any material interest of the stockholder in such business; and (e) such other information regarding the matter of business to be proposed as would be required in a proxy statement soliciting proxies for the approval of such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.10. The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.10, and if he shall so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

ARTICLE III—BOARD OF DIRECTORS

Section 3.1 General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all of the powers of the Corporation, except such as are by the Certificate of Incorporation, by these Bylaws or by law conferred upon or reserved to the stockholders.

Section 3.2 Number and Class of Directors. The number of Directors of this Corporation shall be a minimum of three (3) and a maximum of nine (9) persons except that when all of the capital stock are owned by less than three (3) stockholders, the number of Directors may be less than three (3) but not less than the number of stockholders. The Board of Directors shall have sole authority to determine the number of Directors and may increase or decrease the exact number of Directors from time to time by resolution duly adopted by such Board. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The initial number of directors shall be one, until so increased or decreased.

If there are more than three directors, the Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of Directors constituting the whole Board permits, with the term of office of one class expiring each year. At each annual meeting of stockholders, the successors to the class of Directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting and each Director so elected shall hold office until his successor is elected and qualified, or until his earlier resignation or removal.

If the number of Directors is changed, any increase or decrease in the number of Directors shall be apportioned among the three classes so as to make all classes as nearly equal in number as possible, and the Board of Directors shall decide which class shall contain an unequal number of Directors.

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Section 3.3 Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in this Section 3.3 shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 3.3. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days prior to the date on which, in the immediately preceding calendar year, the annual meeting of stockholders for such year was held (provided that if the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director: (i) the name and address of such person, and (ii) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and agreement to serve as a Director if elected); (b) as to the stockholder giving the notice: (i) the name and address, as they appear on the Corporation’s books, of such stockholder, and (ii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear at the meeting to bring such nominations before the meeting, and (c) a description of all arrangements or understandings between the stockholder and each nominee. At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.3. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 3.4 Election of Directors. The directors shall be elected by the stockholders of the Corporation, and at each election the persons receiving the greatest number of votes, up to the number of directors then to be elected, shall be the persons then elected.

Section 3.5 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately upon its receipt; and, unless otherwise specified, it shall take effect immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 3.6 Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each directors so chosen to fill a vacancy shall hold office until successor shall have been elected and shall qualify or until he shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Upon the resignation of one or more directors from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided hereinabove in the filling of other vacancies.

Section 3.7 Place of Meeting; Telephone Conference Meeting. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

Section 3.9 Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day which is not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

Section 3.10 Special Meetings. Special meetings of the Board may be called at any time by the Chairman of the Board or the Chief Executive Officer or by any two (2) directors, to be held at the principal office of the Corporation, or at such other place or places, within or without the State of Delaware, as the person or persons calling the meeting may designate.

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Notice of the time and place of special meetings shall be given to each director either (i) by mailing or otherwise sending to him a written notice of such meeting, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held, at least seventy-two (72) hours prior to the time of the holding of such meeting; or (ii) by orally communicating the time and place of the special meeting to him at least forty-eight (48) hours prior to the time of the holding of such meeting. Either of the notices as above provided shall be due, legal and personal notice to such director.

Whenever notice is required to be given, either to a stockholder or a director, under any provision of the General Corporation Law of Delaware, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein or the meeting to which such waiver relates, shall be deemed equivalent to notice. Attendance of a person at a meeting, whether in person or by proxy, shall constitute a waiver of notice of such meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of directors or committee of directors need be specified in any written waiver of notice.

All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.11 Quorum and Action. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 3.12 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.

Section 3.13 Compensation. No stated salary need be paid to directors, as such, for their services but, as fixed from time to time by resolution of the Board, the directors may receive directors’ fees, compensation and reimbursement for expenses for attendance at directors’ meetings, for serving on committees and for discharging their duties; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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Section 3.14 Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have any power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and unless the resolution of the Board expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Any such committee shall keep written minutes of its meetings and report the same to the Board when required.

In the absence of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may appoint another member of the Board to act at the meeting in the place of such absent member.

A majority of the members, or replacements thereof, of any such committee shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the members, or replacements thereof, of any such committee shall be regarded as the act or decision of the entire committee.

Section 3.15 Officers of the Board. The Board shall have a Chairman of the Board and may, at the discretion of the Board, have one or more Vice Chairmen. The Chairman of the Board and the Vice Chairmen shall be appointed from time to time by the Board and shall have such powers and duties as shall be designated by the Board.

ARTICLE IV—OFFICERS

Section 4.1 Officers. The officers of the Corporation shall be a President, a Secretary and a Treasurer or Chief Financial Officer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 4.3 of these Bylaws. One person may hold two or more offices, except that the Secretary may not also hold the office of President. The salaries of all officers of the Corporation shall be fixed by the Board.

Section 4.2 Election. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 of these Bylaws, shall be chosen annually by the Board, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor shall be elected and qualified.

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Section 4.3 Subordinate Officers. The Board may appoint, or may authorize the President to appoint, such other officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board or the President from time to time may specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

Section 4.4 Removal and Resignation. Any officer may be removed, with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or by the President upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for the regular appointments to such office.

Section 4.6 Chief Executive Officer. The Chief Executive Officer of the Corporation, if any, shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of stockholders and the Board. He shall have the general powers and duties of management usually vested in the chief executive officer of a corporation, and shall have such other powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to him by the Board or as prescribed by the Bylaws. In the absence or disability of the President, the Chief Executive Officer, in addition to his assigned duties and powers, shall perform all the duties of the President and when so acting shall have all the powers and be subject to all restrictions upon the President.

Section 4.7 President. The President shall exercise the powers of the Chief Executive Officer, if no person holds such office, and shall perform such powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to him by the Chief Executive Officer (unless the President is also the Chief Executive Officer) or by the Board or as is prescribed by the Bylaws. In the absence or disability of the Chief Executive Officer, the President shall perform all of the duties of the Chief Executive Officer and when so acting shall have all the powers and be subject to all the restrictions upon the Chief Executive Officer.

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Section 4.8 Vice President. The Vice President(s), if any, shall exercise and perform such powers and duties with respect to the administration of the business and affairs of the Corporation as from time to time may be assigned to each of them by the President, by the Chief Executive Officer, by the Board or as is prescribed by the Bylaws. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all of the duties of the President and when so acting shall have all of the powers of and be subject to all the restrictions upon the President.

Section 4.9 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office for the transaction of the business of the Corporation, or such other place as the Board may order, of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office for the transaction of the business of the Corporation or at the office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the stockholders and of the Board required by these Bylaws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. If for any reason the Secretary shall fail to give notice of any special meeting of the Board called by one or more of the persons identified in Section 3.9 of these Bylaws, or if he shall fail to give notice of any special meeting of the stockholders called by one or more of the persons identified in Section 2.2 of these Bylaws, then any such person or persons may give notice of any such special meeting.

Section 4.10 Chief Financial Officer. The Chief Financial Officer (who may also be referred to as the Treasurer) shall keep and maintain or cause to be kept or maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of capital, shall be classified according to source and shown in a separate account. The books of account at all reasonable times shall be open to inspection by any director.

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President, to the Chief Executive Officer and to the directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

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ARTICLE V—CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 5.1 Execution of Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Section 5.2 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such person shall give such bond, if any, as the Board may require.

Section 5.3 Deposit. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, attorney or attorneys, of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, the Chief Executive Officer, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall be determined by the Board from time to time) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

Section 5.4 General and Special Bank Accounts. The Board from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by an officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

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ARTICLE VI—SHARES AND THEIR TRANSFER

Section 6.1 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall thereafter have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 6.4 of these Bylaws.

Section 6.2 Transfer of Stock. Transfer of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.3 of these Bylaws, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be stated expressly in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

Section 6.3 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

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Section 6.4 Lost, Stolen, Destroyed and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sums as the Board may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper to do so.

Section 6.5 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 6.6 Representation of Shares of Other Corporations. The President or any Vice President and the Secretary or any Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

ARTICLE VII—INDEMNIFICATION

Section 7.1 Actions Other Than By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body, against expenses (including attorneys’ fees), judgments, fines and amounts pain in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

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Section 7.2 Actions By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a member of any committee or similar body, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 7.3 Determination of Right of Indemnification. Any indemnification under Section 7.1 or 7.2 of these Bylaws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.1 and 7.2 of these Bylaws. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

Section 7.4 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article VII, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1 or 7.2 of these Bylaws, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 7.5 Advance of Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

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Section 7.6 Other Rights and Remedies. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article VII shall not be deemed exclusive and are declared expressly to be nonexclusive of any other rights to which those seeking indemnification or advancements of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.7 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

Section 7.8 Constituent Corporations. For the purposes of this Article VII, references to “the Corporation” include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 7.9 Employee Benefit Plans. For the purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

Section 7.10 Broadest Lawful Indemnification. In addition to the foregoing, the Corporation shall, to the broadest and maximum extent permitted by Delaware law, as the same exists from time to time (but, in case of any amendment to or change in Delaware law, only to the extent that such amendment or change permits the Corporation to provide broader rights of

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indemnification than is permitted to the Corporation prior to such amendment or change), indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. In addition, the Corporation shall, to the broadest and maximum extent permitted by Delaware law, as the same may exist from time to time (but, in case of any amendment to or change in Delaware law, only to the extent that such amendment or change permits the Corporation to provide broader rights of payment of expenses incurred in advance of the final disposition of an action, suit or proceeding than is permitted to the Corporation prior to such amendment or change), pay to such person any and all expenses (including attorneys’ fees) incurred in defending or settling any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount if it shall ultimately be determined by a final judgment or other final adjudication that he is not entitled to be indemnified by the Corporation as authorized in this Section 7.10. The first sentence of this Section 710 to the contrary notwithstanding, the Corporation shall not indemnify any such person with respect to any of the following matters: (i) remuneration paid to such person if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or (ii) any accounting of profits made from the purchase or sale by such person of the Corporation’s securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or (iii) actions brought about or contributed to by the dishonesty of such person, if a final judgment or other final adjudication adverse to such person establishes that acts of active and deliberate dishonesty were committed or attempted by such person with actual dishonest purpose and intent and were material to the adjudication; or (iv) actions based on or attributable to such person having gained any person profit or advantage to which he was not entitled, in the event that a final judgment or other final adjudication adverse to such person establishes that such person in fact gained such personal profit or other advantage to which he was not entitled; or (v) any matter in respect of which a final decision by a court with competent jurisdiction shall determine that indemnification is unlawful; provided, however, that the Corporation shall perform its obligations under the second sentence of this Section 7.10 on behalf of such person until such time as it shall be ultimately determined by a final judgement or other final adjudication that he is not entitled to be indemnified by the Corporation as authorized by the first sentence of this Section 7.10 by virtue of any of the preceding clauses (i), (ii), (iii), (iv) or (v).

Section 7.11 Term. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 7.12 Severability. If any part of this Article VII shall be found, in any action, suit or proceeding or appeal therefrom or in any other circumstances or as to any particular officer, director, employee or agent to be unenforceable, ineffective or invalid for any reason, the enforceability, effect and validity of the remaining parts or of such parts in other circumstances shall not be affected, except as otherwise required by applicable law.

Section 7.13 Amendments. The foregoing provisions of this Article VII shall be deemed to constitute an agreement between they Corporation and each of the person entitled to indemnification hereunder, for as long as such provisions remain in effect. Any amendment to the foregoing provisions of this Article VII which limits or otherwise adversely affects the scope of indemnification or rights of any such person hereunder shall, as to such persons, apply only to claims arising, or causes of action based on actions or events occurring, after such amendment and delivery of notice of such amendment is given to the person or persons so affected. Until notice of such amendment is given to the person or persons whose rights hereunder are adversely affected, such amendment shall have no effect on such rights of such persons hereunder. Any person entitled to indemnification under the foregoing provisions of this Article VII shall, as to any act or omission occurring prior to the date of receipt of such notice, be entitled to indemnification to the same extent as had such provisions continued as Bylaws of the Corporation without such amendment.

ARTICLE VIII—MISCELLANEOUS

Section 8.1 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Delaware and showing the year of incorporation.

Section 8.2 Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

Section 8.3 Loans and Guaranties. The Corporation may lend money to, or guarantee any obligation of, and otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer who is a director, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty, or other assistance may be with or without interest, and may be unsecured or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the Corporation.

Section 8.4 Gender. All personal pronouns used in these Bylaws shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.

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Section 8.5 Amendments. These Bylaws, or any of them, may be rescinded, altered, amended or repealed, and new Bylaws may be made (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board or (ii) by the stockholders, by the vote of a majority of the outstanding shares of voting stock of the Corporation, at an annual meeting of stockholders, without previous notice, or at any special meeting of stockholder, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting; provided, however, that Section 2.2 of these Bylaws can only be amended if that Section as amended would not conflict with the Corporation’s Certificate of Incorporation. Any Bylaw made or altered by the stockholders may be altered or repealed by the Board or may be altered or repealed by the stockholders.

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EX-99.T3B.47

Exhibit T3B.47

BY-LAWS

OF

WESTWOOD ONE STATIONS, INC.

[Renamed SmartRoute Systems, Inc.]

1. MEETINGS OF STOCKHOLDERS.

1.1 Annual Meeting. The annual meeting of stockholders shall be held on the third Wednesday of April in each year, or as soon thereafter as practicable, and shall be held at a place and time determined by the board of directors (the “Board”) .

1.2 Special Meetings. Special meetings of the stockholders may be called by resolution of the Board or by the chairman of the board and shall be called by the chairman of the board or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of 51% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the directors or stockholders requesting the meeting.

1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum a

majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called. No notice of an adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken except that, if adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one vote for every share registered in his name. Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by Section 1.8 of these by-laws. Directors shall be elected in the manner provided in Section 2.1 of these by-laws. Voting need not be by ballot unless requested by a stockholder at the meeting or ordered by the chairman of the meeting; however, all elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after three years from its date unless it provides otherwise.

1.7 List of Stockholders. Not less than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not less than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list Shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the

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action so taken, shall be signed and dated by each of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Such consent or consents shall be delivered to the corporation’s registered office in the State of Delaware, its principal office, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing. No corporate action taken by written consent shall be effective unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 1.8 of these By-laws, a sufficient number of written consents have been delivered as provided herein.

2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of the corporation shall be managed by the Board, which shall consist of three directors. The number of directors may be changed by resolution of a majority of the Board or by the stockholders, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of Section 2.9.

2.2 Quorum and Manner of Acting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 2.10 of these by-laws. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside Delaware.

2.4 Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in Section 2.6 of these bylaws. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

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2.5 Special Meetings. Special meetings of the Board may be called by the president or by any one of the directors.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

2.9 Resignation and Removal of Directors. Any director may resign at any time by delivering his resignation in writing to the chairman of the board or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

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2.11 Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of one or more directors which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the Delaware General Corporation Law, or any other applicable law. The members of the Executive Committee shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting.

3.2 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3 Rules Applicable to Committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be a chairman of the board, a president, one or more vice presidents (including an executive vice president, if the Board so determines), a secretary and a treasurer. Any two or more offices may be held by the same person. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation shall be elected annually by the Board and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of Section 4.4.

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4.3 Subordinate Officers. The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time by delivering his resignation in writing to the chairman of the board or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or by the president.

4.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for election or appointment to the office.

4.6 Chairman of the Board. The chairman of the board shall be the chief executive officer of the corporation and shall preside at all meetings of stockholders and directors. He shall have such other powers and duties as the Board assigns to him.

4.7 The President. The president shall be the chief operating officer of the corporation. Subject to the control of the Board and the chairman of the board, he shall have general supervision over the business of the corporation and shall have such other powers and duties as presidents of corporations usually have or as the Board or the chairman of the board assigns to him.

4.8. Vice President. Each vice president shall have such powers and duties as the Board or the chairman of the board assigns to him.

4.9 The Treasurer. The treasurer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts. Subject to the control of the Board and the chairman of the board, he shall have such other powers and duties as the Board or the chairman of the board assigns to him.

4.10 The Secretary. The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board

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and of the stockholders, shall be responsible for the giving of notice of all meetings of stockholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he shall have such powers and duties as the Board or the chairman of the board assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.11 Salaries. The Board may fix the officers’ salaries, if any, or it may authorize the chairman of the board to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation’s shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by the chairman of the board, the president or a vice president and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer, and shall be sealed with the corporation’s seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

5.2 Transfers. Shares shall be transferable only on the corporation’s books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

5.3 Determination of Stockholders of Record. The Board may fix a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other lawful action. The record date (i) may not precede the date upon which the Board resolution fixing the record date was adopted and (ii) may not be more than 60 or less than 10 days before the date of the meeting or more than 10 days after such date fixing the record date for corporate action in writing without a meeting or more than 60 days prior to any other lawful action.

6. MISCELLANEOUS.

6.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation’s name and the year and state in which it was incorporated .

6.2 Fiscal Year. The Board may determine the corporation’s fiscal year. Until changed by the Board, the corporation’s fiscal year shall end on December 31 of each year.

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6.3 Voting of Shares in Other Corporations. Shares in other corporations which are held by the corporation may be represented and voted by the chairman of the board, the president or a vice president of this corporation or by proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

6.4 Amendments. By-laws may be amended, repealed or adopted by the stockholders or by a majority of the entire Board, but any by-law adopted by the Board may be amended or repealed by the stockholders.

6.5 “Entire Board.” As used in these By-Laws, the term “entire Board” means the total number of directors which the corporation would have if there were no vacancies on the Board.

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EX-99.T3B.48

Exhibit T3B.48

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

STUFF MEDIA, LLC

This Amended and Restated Limited Liability Company Agreement (this “LLC Agreement”) of Stuff Media, LLC, a Delaware limited liability company (the “Company”), is entered into, as of October 10, 2018, by iHeartMedia+Entertainment, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

RECITALS

WHEREAS, the Company was formed on August 22, 2017, bearing the name Stuff Media, LLC, as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”);

WHEREAS, this LLC Agreement is being adopted in order to amend and restate, in its entirety, that certain Limited Liability Company Operating Agreement, dated as of August 22, 2017, by the Members party thereto (the “Prior LLC Agreement”), and the Prior LLC Agreement shall be superseded, in its entirety, by this LLC Agreement; and

WHEREAS, the Member desires to enter into this LLC Agreement, pursuant to which the rights and obligations of the Member and certain other constituencies of the Company shall be set forth and agreed upon as of the date hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby established, the Member hereby agrees as follows:

AGREEMENT

1. Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

2. Name. The name of the Company is “Stuff Media, LLC”.

3. Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the registered office set forth in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Member may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

4. Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act.

5. Term. The existence of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall continue until the Company is dissolved pursuant to Section 12 of this LLC Agreement.

6. Member. The name and the mailing address of the Member are identified on Exhibit A attached hereto.

7. Liability of Member. Except as otherwise required by applicable law and as explicitly set forth in this LLC Agreement, the Member shall not have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company.

8. Management.

(a) The business and affairs of the Company shall be managed by the Member. All actions taken by the Member shall require the affirmative vote (whether by proxy or otherwise) of the Member holding all of the membership interests in the Company. The Member may appoint such officers, hire such employees, and engage such other agents of the Company as it may from time to time consider appropriate.

(b) The Member may, from time to time, designate one or more persons to be officers of the Company. The officers of the Company as of the execution of this LLC Agreement shall be Scott T. Bick (Senior Vice President-Tax), Richard J. Bressler (Chief Financial Officer and President), Brian D. Coleman (Senior Vice President, Treasurer and Assistant Secretary), Stephen G. Davis (Senior Vice President—Real Estate, Facilities and Capital Management), Lauren E. Dean (Senior Vice President, Associate General Counsel and Assistant Secretary), Jeff Littlejohn (Executive Vice President—Engineering & Systems Integration), Steven J. Macri (Executive Vice President and Chief Financial Officer—IHM), Robert H. Walls Jr. (Executive Vice President, General Counsel and Secretary). No officer need be a resident of the State of Delaware or a Member. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Unless the Member otherwise decides, if the title is one commonly used for officers of a business entity, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Member. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Member whenever in the Member’s judgment the best interests of the Company shall be served thereby.

9. Indemnification; Exculpation.

(a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such

amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such person by reason of the fact that such person is or was a member of the Company, is or was serving as a Manager or officer of the Company or is or was serving at the request of the Company as an officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless the Member otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s gross negligence, willful misconduct or knowing violation of law. Expenses, including attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The Company may, by action of the Member, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of members, Managers and officers.

(b) Notwithstanding anything contained herein to the contrary, any indemnity by the Company shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof or shall be required to make additional capital contributions to help satisfy such indemnity of the Company.

(c) None of the Indemnified Persons shall be liable to the Member or the Company for mistakes of judgment, or for action or inaction, taken in good faith, or for losses due to such mistakes, action or inaction, or to the negligence, dishonesty, or bad faith of any employee, broker or other agent of the Company, provided that such employee, broker or agent was selected, engaged, or retained with reasonable care. Any party entitled to relief hereunder may consult with legal counsel and accountants in respect of affairs of the Company and be fully protected and justified in any reasonable action or inaction that is taken in good faith in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this paragraph shall not be construed so as to relieve (or attempt to relieve) any person of any liability (i) for conduct which is grossly negligent, reckless, or intentionally wrongful or criminally unlawful, provided that such person had no reasonable cause to believe that his or its conduct was unlawful, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified, or limited under applicable law.

(d) The right to indemnification and the advancement and payment of expenses conferred in this Section 9 shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), agreement, vote of the Member or otherwise.

10. Membership Interests and Certificates. The membership interests of the Member as provided on Exhibit A, shall be uncertificated unless otherwise determined by the Member.

11. Distributions. Distributions shall be made at the time and in the aggregate amounts determined by the Member.

12. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

13. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

14. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member.

15. Assignment/Pledge of Membership Interests. Notwithstanding any other provisions in this LLC Agreement, the Member shall be entitled to pledge its membership interests to, and otherwise grant a lien and security interest in, its membership interests and/or all of its right, title and/or interest under this LLC Agreement in favor of the Company’s lenders (or an agent on behalf of such lenders) without any further consents, approvals and/or actions required by such lenders (or agent), the Member, the Company and/or any other person under this LLC Agreement or otherwise. So long as any such pledge of, or security interest in, the Member’s membership interests is in effect, no consent of the Company and/or the Member shall be required to permit a pledgee thereof or any purchaser of the Member’s membership interests from such pledgee to be substituted for such Member under this LLC Agreement upon the exercise of such pledgee’s rights with respect to such membership interests, and such substituted member shall have all rights and powers as the Member under this LLC Agreement, including, without limitation, all voting rights under this LLC Agreement.

16. Governing Law. This LLC Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

*    *    *    *    *

IN WITNESS WHEREOF, the undersigned has executed or caused to be executed on its behalf this Limited Liability Company Agreement as of the date first written above.

Managing Member:
IHEARTMEDIA+ENTERTAINMENT, INC.
By:	/s/ Richard J. Bressler
Name:	Richard J. Bressler
Title:	Authorized Signatory

[SIGNATURE PAGE TO LLC AGREEMENT]

Exhibit A

Member

Member	Percentage Ownership
iHeartMedia+Entertainment, Inc. 125 West 55th Street New York, New York 10019	100%

EX-99.T3B.49

Exhibit T3B.49

BYLAWS

OF

TLAC, INC.

(the “Corporation”)

(adopted as of December 12, 2008)

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the Chief Executive Officer, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority in voting power of the outstanding shares of stock entitled to vote at such meeting.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the notice of any meeting shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders of a majority in voting power of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority in voting power of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class on a matter at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these bylaws until a quorum of such class shall be so present or represented. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the Chief Executive Officer, if any, or in the absence of the Chief Executive Officer by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

Section 1.7. Inspectors. If required by applicable law, prior to any meeting of stockholders, the Board of Directors or the President shall appoint one or more inspectors to act at such meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall, if required by applicable law, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute

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the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the Corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.8. Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority in voting power of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Subject to the provisions of the Corporation’s certificate of incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise provided by law or by the certificate of incorporation or these bylaws, the affirmative vote of the holders of a majority in voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or

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classes is required, the affirmative vote of the holders of a majority in voting power of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these bylaws.

Section 1.9. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, as required by applicable law.

Section 1.11. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing as may be required by applicable law.

ARTICLE II

Board of Directors

Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be determined in accordance with the Corporation’s certificate of incorporation or, in the absence of a specific requirement therein, then by resolution adopted by the Board of Directors. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the

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Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Subject to the Corporation’s certificate of incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority in voting power of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series of stock are entitled to elect one or more directors by the certificate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her earlier resignation or removal.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, the Chief Executive Officer, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless applicable law, the certificate of incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

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Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the Chief Executive Officer (if he is a director), if any, or in the absence of the Chief Executive Officer, by the President (if he is a director), or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Directors Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in accordance with applicable law.

Section 2.9. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law (or any successor statute) to be submitted to stockholders for approval, or (b) adopting, amending or repealing any bylaws.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the

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members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in all other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1. Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these bylaws otherwise provide.

Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Subject to the Corporation’s certificate of incorporation, the Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board at any regular or special meeting.

Section 4.3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

Section 4.4. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.

Section 4.5. Chief Executive Officer. The Chief Executive Officer shall, subject to the direction of the Board, have general charge and supervision of the business of the Corporation. Unless the Board has designated a Chairman of the Board or a Vice Chairman of

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the Board or as otherwise provided by the Board, the Chief Executive Officer shall preside at all meetings of the stockholders and, if he is a director, at all meetings of the Board. The Chief Executive Officer shall perform such other duties and shall have such other powers as the Board may from time to time prescribe.

Section 4.6. President. Unless the Board of Directors has designated the Chairman of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.

Section 4.7. Vice Presidents. The Vice President or Vice Presidents, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.

Section 4.8. Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.9. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.

Section 4.10. Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these bylaws and, to the

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extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

Stock

Section 5.1. Stock Certificates and Uncertificated Shares. The shares of stock in the Corporation shall be represented by certificates, provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. Any signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided, that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

Miscellaneous

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed, or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these bylaws, a waiver thereof, by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice unless so required by the certificate of incorporation or these bylaws.

Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent permitted by law any director or officer of the Corporation, and in the discretion of the Board of Directors, any employee of the Corporation, made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such

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person is not entitled to be indemnified by the Corporation. The rights provided to any person by this by-law shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this by-law, the term “other enterprise” shall include any corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

Section 6.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

-End-

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EX-99.T3C

Exhibit T3C

[FORM OF INDENTURE]

IHEARTCOMMUNICATIONS, INC.,

as the Company,

the Guarantors party hereto from time to time

AND

U.S. Bank National Association,

as Trustee and as Collateral Agent

6.375% Senior Secured Notes due 2026

INDENTURE

Dated as of [●], 2019

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
SECTION 1.1. Definitions		1
SECTION 1.2. Other Definitions		58
SECTION 1.3. Incorporation by Reference of Trust Indenture Act		59
SECTION 1.4. Rules of Construction		59
ARTICLE II THE NOTES		60
SECTION 2.1. Form, Dating and Terms		60
SECTION 2.2. Execution and Authentication		64
SECTION 2.3. Registrar and Paying Agent		65
SECTION 2.4. Paying Agent to Hold Money in Trust		66
SECTION 2.5. Holder Lists		66
SECTION 2.6. Transfer and Exchange		67
SECTION 2.7. [Reserved]		68
SECTION 2.8. [Reserved]		68
SECTION 2.9. [Reserved]		68
SECTION 2.10. [Reserved]		68
SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Notes		68
SECTION 2.12. Outstanding Notes		69
SECTION 2.13. Temporary Notes		70
SECTION 2.14. Cancellation		70
SECTION 2.15. Payment of Interest; Defaulted Interest		70
SECTION 2.16. CUSIP and ISIN Numbers		71
SECTION 2.17. Joint and Several Liability		72
ARTICLE III COVENANTS		72
SECTION 3.1. Payment of Notes		72
SECTION 3.2. Limitation on Indebtedness		72
SECTION 3.3. Limitation on Restricted Payments		78
SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries		87
SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock		90
SECTION 3.6. Limitation on Liens		95
SECTION 3.7. Limitation on Guarantees		96
SECTION 3.8. Limitation on Affiliate Transactions		98
SECTION 3.9. Change of Control		102
SECTION 3.10. Reports		104
SECTION 3.11. Maintenance of Office or Agency		108
SECTION 3.12. Compliance Certificate		108
SECTION 3.13. Further Instruments and Acts		108

i

SECTION 3.14. Statement by Officers as to Default	108
SECTION 3.15. Suspension of Certain Covenants	108
SECTION 3.16. Designation of Restricted and Unrestricted Subsidiaries	109
SECTION 3.17. Payment of Taxes	110
SECTION 3.18. Business of the Parent Guarantor and Restricted Subsidiaries	111
SECTION 3.19. Corporate Existence	111
ARTICLE IV SUCCESSOR COMPANY; SUCCESSOR PERSON	111
SECTION 4.1. Merger and Consolidation.	111
ARTICLE V REDEMPTION OF NOTES	114
SECTION 5.1. Notices to Trustee	114
SECTION 5.2. Selection of Notes to Be Redeemed or Purchased	114
SECTION 5.3. Notice of Redemption	115
SECTION 5.4. Effect of Notice of Redemption	116
SECTION 5.5. Deposit of Redemption or Purchase Price	116
SECTION 5.6. Notes Redeemed or Purchased in Part	117
SECTION 5.7. Optional Redemption	117
SECTION 5.8. Mandatory Redemption	118
ARTICLE VI DEFAULTS AND REMEDIES	118
SECTION 6.1. Events of Default	118
SECTION 6.2. Acceleration	121
SECTION 6.3. Other Remedies	121
SECTION 6.4. Waiver of Past Defaults	122
SECTION 6.5. Control by Majority	122
SECTION 6.6. Limitation on Suits	122
SECTION 6.7. Rights of Holders to Receive Payment	123
SECTION 6.8. Collection Suit by Trustee	123
SECTION 6.9. Trustee May File Proofs of Claim	123
SECTION 6.10. Priorities	124
SECTION 6.11. Undertaking for Costs	124
ARTICLE VII TRUSTEE	124
SECTION 7.1. Duties of Trustee	124
SECTION 7.2. Rights of Trustee	126
SECTION 7.3. Individual Rights of Trustee	127
SECTION 7.4. Trustee’s Disclaimer	128
SECTION 7.5. Notice of Defaults	128
SECTION 7.6. Reports by Trustee to Holders of Notes	128
SECTION 7.7. Compensation and Indemnity	128
SECTION 7.8. Replacement of Trustee	129
SECTION 7.9. Successor Trustee by Merger	130
SECTION 7.10. Eligibility; Disqualification	130

ii

SECTION 7.11. Preferential Collection of Claims Against the Company	131
SECTION 7.12. Trustee’s Application for Instruction from the Company	131
SECTION 7.13. Collateral Documents; Intercreditor Agreements	131
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	131
SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance	131
SECTION 8.2. Legal Defeasance and Discharge	132
SECTION 8.3. Covenant Defeasance	132
SECTION 8.4. Conditions to Legal or Covenant Defeasance	133
SECTION 8.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	134
SECTION 8.6. Repayment to the Company	134
SECTION 8.7. Reinstatement	135
ARTICLE IX AMENDMENTS	135
SECTION 9.1. Without Consent of Holders	135
SECTION 9.2. With Consent of Holders	137
SECTION 9.3. Compliance with Trust Indenture Act	138
SECTION 9.4. Revocation and Effect of Consents and Waivers	138
SECTION 9.5. Notation on or Exchange of Notes	139
SECTION 9.6. Trustee and Collateral Agent to Sign Amendments	139
ARTICLE X GUARANTEE	139
SECTION 10.1. Guarantee	139
SECTION 10.2. Limitation on Liability; Termination, Release and Discharge	141
SECTION 10.3. Right of Contribution	143
SECTION 10.4. No Subrogation	143
ARTICLE XI SATISFACTION AND DISCHARGE	143
SECTION 11.1. Satisfaction and Discharge	143
SECTION 11.2. Application of Trust Money	144
ARTICLE XII COLLATERAL	145
SECTION 12.1. Collateral Documents	145
SECTION 12.2. Release of Collateral	145
SECTION 12.3. Suits to Protect the Collateral	147
SECTION 12.4. Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	147
SECTION 12.5. Purchaser Protected	147
SECTION 12.6. Powers Exercisable by Receiver or Trustee	147
SECTION 12.7. Release Upon Termination of the Company’s Obligations	148
SECTION 12.8. Collateral Agent	148

iii

SECTION 12.9. Designations	156
SECTION 12.10. No Impairment of the Security Interests	156
SECTION 12.11. Insurance	156
SECTION 12.12. After Acquired Property	156
SECTION 12.13. Maintenance of Property and Insurance	157
SECTION 12.14. Further Assurances	157
SECTION 12.15. Filing, Recording and Opinions	157
ARTICLE XIII MISCELLANEOUS	158
SECTION 13.1. Trust Indenture Act Controls	158
SECTION 13.2. Notices	158
SECTION 13.3. Communication by Holders with other Holders	159
SECTION 13.4. Certificate and Opinion as to Conditions Precedent	159
SECTION 13.5. Statements Required in Certificate or Opinion	160
SECTION 13.6. Rules by Trustee, Paying Agent and Registrar	160
SECTION 13.7. Legal Holidays	160
SECTION 13.8. Governing Law	160
SECTION 13.9. Jurisdiction	160
SECTION 13.10. Waivers of Jury Trial	161
SECTION 13.11. USA PATRIOT Act	161
SECTION 13.12. No Recourse Against Others	161
SECTION 13.13. Multiple Originals	161
SECTION 13.14. Table of Contents; Headings	162
SECTION 13.15. Force Majeure	162
SECTION 13.16. Severability	162
SECTION 13.17. FCC	162

EXHIBIT A     Form of Global Note

EXHIBIT B     Form of Supplemental Indenture to add Guarantors

iv

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	N.A.
	(b)	7.8; 7.10
311	(a)	7.11
	(b)	7.11
312	(a)	2.6
	(b)	13.3
	(c)	13.3
313	(a)	7.6
	(b)(1)	N.A.
	(b)(2)	7.6; 7.7
	(c)	7.6
	(d)	3.10
314	(a)	3.10; 3.12
	(b)	N.A.
	(c)(1)	13.4; 13.5
	(c)(2)	13.4; 13.5
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.5
	(f)	N.A.
315	(a)	7.1
	(b)	7.5
	(c)	7.1
	(d)	7.1
	(e)	6.11
316	(a)(last sentence)	2.12
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
317	(a)(1)	6.8
	(a)(2)	6.9
	(b)	2.4
318	(a)	13.1
	(b)	N.A.
	(c)	N.A.

N.A. Means Not Applicable.

Note:    This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

v

INDENTURE dated as of May 1, 2019, among iHeartCommunications, Inc., a Texas corporation (the “Company”), the Guarantors party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

WITNESSETH:

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) $800,000,000 aggregate principal amount of its 6.375% Senior Secured Notes due 2026 (the “Initial Notes”), issued on the date hereof and (ii) any additional Notes that may be issued after the Issue Date (the “Additional Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, the Guarantors have duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Company and authenticated and delivered hereunder, the valid obligations of the Company, and (ii) to make this Indenture a valid agreement of the Company and the Guarantors have been done.

NOW, THEREFORE, in consideration of the premises and the acquisition of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

“ABL Collateral Agent” means Citibank, N.A. in its capacity as collateral agent under the ABL Credit Agreement.

“ABL Credit Agreement” means the ABL Credit Agreement dated as of the Issue Date among the Company, as borrower, the Parent Guarantor, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, and each lender from time to time party thereto together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such ABL Credit Agreement or one or more successors to the ABL Credit Agreement or one or more new credit agreements.

“ABL Intercreditor Agreement” means the intercreditor agreement, dated as of the Issue Date, among the Company, as borrower, the other grantors party thereto, the Collateral Agent and the ABL Collateral Agent.”

“Acquired Indebtedness” means Indebtedness (x) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (y) of a Person assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in anticipation of or in connection with such Person becoming a Restricted Subsidiary of the Parent Guarantor or such acquisition or (z) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the Parent Guarantor or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (x) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (y) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (z) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combination.

“Additional Assets” means:

(a) any property or assets (other than Capital Stock) used or to be used by the Parent Guarantor, a Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);

(b) the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor; or

(c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Parent Guarantor.

“Additional Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Additional First Lien Obligations” has the meaning ascribed to it in the First Lien Intercreditor Agreement as in effect on the Issue Date.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Alternative Currency” means any currency (other than Dollars) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars (as determined in good faith by the Parent Guarantor).

2

“Applicable Premium” means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:

(a) the present value at such redemption date of (i) the redemption price of such Note at May 1, 2022 (such redemption price (expressed in percentage of principal amount) being set forth in the table under SECTION 5.7(d) (excluding accrued but unpaid interest)), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such redemption date plus 50 basis points; over

(b) the outstanding principal amount of such Note;

in each case, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate. The Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium.

“Applicable Treasury Rate” means the weekly average for each Business Day during the most recent week that has ended at least two Business Days prior to the redemption date of the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from the redemption date to May 1, 2022; provided, however, that if the period from the redemption date to May 1, 2022 is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Asset Disposition” means:

(a) the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Parent Guarantor or any of its Restricted Subsidiaries (in each case other than Capital Stock of the Parent Guarantor) (each referred to in this definition as a “disposition”); or

(b) the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with SECTION 3.2 hereof or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions; in each case, other than:

(1) a disposition by a Restricted Subsidiary to the Parent Guarantor or by the Parent Guarantor or a Restricted Subsidiary to a Restricted Subsidiary;

3

(2) a disposition of cash, Cash Equivalents or Investment Grade Securities;

(3) a disposition of inventory, goods or other assets in the ordinary course of business or consistent with past practice (including allowing any registrations or any applications for registrations of any intellectual property rights to lapse or go abandoned in the ordinary course of business or consistent with past practice);

(4) a disposition of obsolete, worn out, uneconomic, damaged, or surplus property, equipment or other assets or property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Parent Guarantor and the Restricted Subsidiaries whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful in the conduct of the business of the Parent Guarantor and the Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in the reasonable judgment of the Parent Guarantor or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain, or in respect of which the Parent Guarantor or any Restricted Subsidiary determines in its reasonable judgment that such action or inaction is desirable);

(5) transactions permitted under SECTION 4.1 hereof or a transaction that constitutes a Change of Control;

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Parent Guarantor or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors of the Parent Guarantor;

(7) any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Parent Guarantor) of less than the greater of (x) $100 million and (y) 1.0% of Total Assets at the time of such transaction or transactions;

(8) any Restricted Payment that is permitted to be made, and is made, under SECTION 3.3 hereof and the making of any Permitted Payment or Permitted Investment;

(9) dispositions in connection with Permitted Liens and Permitted Tax Restructurings;

(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11) conveyances, sales, transfers, licenses, sublicenses or other dispositions of intellectual property, software or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice, or pursuant to a research or development agreement in which the counterparty to such agreement receives a license in the intellectual property or software that result from such agreement, or as contemplated under the Transition Services Agreement;

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(12) the lease, assignment, license, sublease or sublicense of any real or personal property in the ordinary course of business;

(13) foreclosure, condemnation or any similar action with respect to any property or other assets;

(14) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable;

(15) any issuance or sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or a Restricted Subsidiary, which owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no assets other than the Capital Stock, Indebtedness or other securities of such an Unrestricted Subsidiary;

(16) (i) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased), and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(17) any Sale and Leaseback Transaction and asset securitization permitted or not prohibited by this Indenture; provided that the fair market value of all property so disposed of after the Issue Date shall not exceed 3.5% of Total Assets at the time of such transaction;

(18) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(19) any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims of any kind;

(20) the unwinding of any Cash Management Services or Swap Obligations pursuant to its terms; and

(21) transfers of property or assets subject to Casualty Events upon receipt of the net proceeds of such Casualty Event; provided that any Cash Equivalents received by the Parent Guarantor or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be net cash proceeds of an Asset Disposition, and such net cash proceeds shall be applied in accordance with SECTION 3.5 with the understanding that there shall not be a duplication in items deducted or used to reduce the amount contemplated by the definition of “Net Available Cash” (such as, for the avoidance of doubt, the payment of taxes).

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In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted Investment or an Investment permitted under SECTION 3.3 hereof, the Parent Guarantor, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Disposition and/or one or more of the types of Permitted Investments or Investments permitted under SECTION 3.3 hereof.

“Associate” means (i) any Person engaged in a Similar Business of which the Parent Guarantor or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor.

“Attributable Indebtedness” means, on any date, in respect of any capitalized lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Bankruptcy Plan” means the Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code of the United States filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division on October 18, 2018 [Docket No. 1632], (together with all schedules, documents and exhibits contained therein, as amended, supplemented, modified or waived from time to time).

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means (i) with respect to the Parent Guarantor or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (ii) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly authorized committee thereof; (iii) with respect to a limited liability company, the managing member or members or any duly authorized controlling committee thereof; and (iv) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function.

“Broadcast Licenses” means the main station licenses issued by the Federal Communications Commission of the United States (or any Governmental Authority succeeding to the functions of such commission in whole or in part) or any foreign Governmental Authority and held by the Parent Guarantor or any of its Restricted Subsidiaries for the Broadcast Stations operated by the Parent Guarantor or any of its Restricted Subsidiaries.

“Broadcast Stations” means each full-service AM or FM radio broadcast station or full-service television broadcast station now or hereafter owned and operated by the Parent Guarantor or any of its Restricted Subsidiaries.

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“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, United States or the jurisdiction of the place of payment are authorized or required by law to close.

“Business Successor” means (i) any former Subsidiary of the Parent Guarantor and (ii) any Person that, after the Issue Date, has acquired, merged or consolidated with a Subsidiary of the Parent Guarantor (that results in such Subsidiary ceasing to be a Subsidiary of the Parent Guarantor), or acquired (in one transaction or a series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Parent Guarantor.

“Capital Stock” of any Person means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible, or exchangeable into, such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease (and for the avoidance of doubt, not a straight line or operating lease) for financial reporting purposes on the basis of GAAP; provided that, for purposes of calculations made pursuant to the terms of this Indenture, GAAP will be deemed to treat leases in a manner consistent with its treatment under generally accepted accounting principles as of January 1, 2015, notwithstanding any modifications or interpretive changes thereto that may have occurred thereafter. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Cash Equivalents” means:

(1) (a) Dollars, Canadian dollars, pounds Sterling, Yen, Euro or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Parent Guarantor and the Restricted Subsidiaries in the ordinary course of business;

(2) securities issued or directly and fully Guaranteed or insured by the United States, Canadian, United Kingdom or Japanese governments, a member state of the European Union on the Issue Date or, in each case, or any agency or instrumentality thereof (provided that the full faith and credit obligation of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

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(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100.0 million;

(4) repurchase obligations for underlying securities of the types described in clauses (2), (3), (7) and (8) entered into with any bank meeting the qualifications specified in clause (3) above;

(5) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) above;

(6) commercial paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in clause (3) above (or by the parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or guaranteed by a corporation rated at least (A) “A-1” or higher by S&P of “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or “P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the company) maturing within one year the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt;

(7) marketable short-term money market and similar securities having a rating of at least “P-2” or “A- 2” from either S&P or Moody’s, respectively (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company), and in each case maturing within 24 months after the date of creation or acquisition thereof;

(8) readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America, Canada, Switzerland, the United Kingdom, any member state of the European Union on the Issue Date or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable from either Moody’s or S&P (or, if at that time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company);

(9) readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition;

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(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds with a rating of “A” or higher from S&P or “A-2” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company);

(11) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “P-2” or the equivalent thereof or from Moody’s is at least “A-2” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(12) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company) with maturities of not more than two years from the date of acquisition;

(13) bills of exchange issued in the United States, Canada, the United Kingdom, Japan or a member state of the European Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

(14) investments in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications specified in clause (3) above;

(15) investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above;

(16) investments in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (15);

(17) Cash Equivalents or installments similar to those referred to in clauses (1) through (16) above denominated in Dollars or any Alternative Currency;

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(18) interests in any investment company, money market, enhanced high yield fund or other investment fund which invests 90% or more of its assets in installments of the types specified in clauses (1) through (17) above; and

(19) any marketable securities portfolio owned by the Parent Guarantor and its Subsidiaries on the Issue Date.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (19) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (19) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause (19) above) will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): automated clearing house transactions, treasury, depository, credit or debit card, purchasing card, stored value card, electronic fund transfer, treasury services and/or cash management services, including controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other cash management arrangements in the ordinary course of business or consistent with past practice.

“Casualty Event” means any event that gives rise to the receipt by the Parent Guarantor or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, goods, assets or Real Property (including any improvements thereon) to replace or repair such equipment, goods, assets or Real Property.

“Change of Control” means:

(1) the Parent Guarantor becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) under the Exchange Act as in effect on the Issue Date), other than a Parent Entity, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Issue Date) of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor; provided that so long as the Parent Guarantor is a Subsidiary of any Parent Entity, no Person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor unless such Person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity); or

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(2) the sale, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, to a Person (other than the Parent Guarantor or any of its Restricted Subsidiaries) and any “person” (as defined in clause (1) above), other than any Parent Entity, is or becomes the “beneficial owner” (as so defined) of more than 50% of the total voting power of the Voting Stock of the transferee Person in such sale or transfer of assets, as the case may be; provided that so long as the Parent Guarantor is a Subsidiary of any Parent Entity, no Person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Parent Guarantor unless such Person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity).

Notwithstanding the preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement and (ii) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral” means (i) the “Collateral” as defined in the Senior Secured Notes Security Agreement, (ii) all the “Collateral” or “Pledged Assets” or similar term as defined in any other Collateral Document and (iii) any other assets pledged or in which a Lien is granted or purported to be granted, in each case, pursuant to any Collateral Document.

“Collateral Agent” means U.S. Bank National Association in its capacity as collateral agent for the Senior Secured Notes Secured Parties.

“Collateral Documents” means, collectively, any security agreements (including the Senior Secured Notes Security Agreement), hypothecs, intellectual property security agreements, mortgages, collateral assignments, pledge agreements, bonds or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or purports to create a Lien or guarantee in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes.

“Collateral Requirement” means, at any time, the requirement that:

(1) the Trustee shall have received each Collateral Document required to be delivered on the Issue Date pursuant to SECTION 12.1 or from time to time pursuant to SECTION 3.7(a)(ii), SECTION 12.12 or SECTION 12.14, subject to the limitations and exceptions of this Indenture, duly executed by each of the Company and each Guarantor party thereto;

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(2) the Senior Secured Notes Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Company and each Guarantor, and (ii) all Equity Interests of each other Restricted Subsidiary (that is not an Excluded Subsidiary), in each case, subject to exceptions and limitations otherwise set forth in this Indenture, the Collateral Documents (to the extent appropriate in the applicable jurisdiction) and the Intercreditor Agreements;

(3) the Senior Secured Notes Obligations and the Guarantees shall have been secured by a perfected security interest in, and Mortgages on, (i) in the case of the Parent Guarantor, the Company and each Domestic Guarantor, substantially all now owned or, in the case of real property, fee owned, or at any time hereafter acquired tangible and intangible assets of each of the Company and the Guarantors thereof (including Equity Interests, intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectual property in the United States of America, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Indenture and the Collateral Documents (to the extent appropriate in the applicable jurisdiction) and (ii) in the case of each other Guarantor, a pledge of (x) the applicable Equity Interests referred to in clause (3) above and (y) each intercompany promissory note or similar debt instrument representing intercompany Indebtedness owed from a Restricted Subsidiary of the Parent Guarantor to the Company and/or any Guarantor, as applicable, subject to exceptions and limitations otherwise set forth in this Indenture and the Collateral Documents (to the extent appropriate in the applicable jurisdiction), in each case with the priority required by the Collateral Documents, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement;

(4) subject to limitations and exceptions of this Indenture and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property are required pursuant to clause (3) above or under SECTION 12.12 or 12.14 (each, a “Mortgaged Property”), the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in all filing or recording offices that the Parent Guarantor may reasonably deem necessary or desirable in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable, in order to create a valid and subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Senior Secured Notes Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall, to the extent permitted pursuant to applicable law, be limited to 100% of the fair market value of the property (as reasonably determined by the Parent Guarantor in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable) at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) fully paid American Land Title Association Lender’s policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Senior Secured Notes Secured Parties and their respective successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company reasonably

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acceptable to the Collateral Agent in form and substance and in an amount reasonably acceptable to the Collateral Agent (not to exceed 100% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first priority Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to SECTION 3.6 and other Liens reasonably acceptable to the Collateral Agent, each of which shall (A) to the extent reasonably necessary, include such coinsurance and reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), and (C) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions, to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates), (iii) opinions of local counsel to the Company and the Guarantors in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent and (iv) no later than three Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Indenture, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, duly executed and acknowledged by the appropriate party among the Company and the Guarantors, together with evidence of flood insurance as and to the extent required under Section 6.07 of the Credit Agreement. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any real property acquired by the Company or the Guarantors after the Issue Date until (1) the date that occurs 45 days after the Trustee has delivered to the Senior Secured Holders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a Special Flood Hazard Area, (A) a notification to the Company (or applicable party among the Company and the Guarantors) of that fact and (if applicable) notification to the Company (or applicable party among the Company and the Guarantors) that flood insurance coverage is not available and (B) evidence of the receipt by the Company (or applicable party among the Company and the Guarantors) of such notice; and (iii) if such notice is required to be provided to the Company (or applicable party among the Company and the Guarantors) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Trustee shall have received written confirmation from the Senior Secured Holders the that flood insurance due diligence and flood insurance compliance has been completed by the Senior Secured Holders (such written confirmation not to be unreasonably conditioned, withheld or delayed); and

(5) Notwithstanding anything contained herein to the contrary, if any fee owned real property owned by the Company or any Guarantor becomes subject to a Lien (other than a Lien permitted under clauses (3), (4), (5) or (7) of the definition of Permitted Lien), as promptly as practicable, deliver to the Collateral Agent with respect to each such parcel of real property, a mortgage, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Company or any Guarantor to the Trustee any existing environmental assessment report whose disclosure to the Trustee would require the consent of a Person other than the Company or any Guarantor or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Company and the Guarantors or their respective Subsidiaries to obtain such consent, such consent cannot be obtained or any other documents required by SECTION 12.14.

Notwithstanding the foregoing provisions of this definition or anything in this Indenture or any other Note Document to the contrary:

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(A) the foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to the following: (i) other than in the case of any Electing Guarantors, any property or assets owned by any Excluded Subsidiary, (ii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition, (iii) any interest in fee-owned real property other than Material Real Properties, (iv) Excluded Contracts, Excluded Equipment and any interest in leased real property (it being understood that no action shall be required with respect to creation or perfection of security interests with respect to leases, including any requirement to obtain or deliver landlord waivers, estoppels or collateral access letters), (v) motor vehicles and other assets subject to certificates of title except to the extent perfection of a security interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the Uniform Commercial Code, (vi) margin stock and Equity Interests of any Person other than wholly-owned Subsidiaries that are Restricted Subsidiaries, (vii) any trademark application filed in the United States Patent and Trademark Office on the basis of the Company’s or any Guarantor’s “intent to use” such mark and for which a form evidencing use of the mark has not yet been filed with the United States Patent and Trademark Office, to the extent that granting a security interest in such trademark application prior to such filing would impair the enforceability or validity of such trademark application or any registration that issues therefrom under applicable federal Law, (viii) the creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to the Parent Guarantor and any Restricted Subsidiaries of the Parent Guarantor, as determined in the reasonable judgment of the Parent Guarantor in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable, (ix) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment provisions of the UCC and other applicable Law, (x) pledges and security interests prohibited or restricted by applicable Law whether on the Issue Date or thereafter (including any requirement to obtain the consent of any Governmental Authority or third party), (xi) all commercial tort claims in an amount less than $15,000,000 in the aggregate, (xii) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement), (xiii) any particular assets if, in the reasonable judgment of the Parent Guarantor in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is excessive in relation to the benefits to be obtained therefrom by the Holders, (xiv) cash and cash equivalents, deposit and securities accounts (including securities entitlements and related assets), in each case, other than proceeds of Collateral as to which perfection may be accomplished solely by the filing of a UCC financing statement, (xv) any segregated funds held in escrow for the benefit of an unaffiliated third party (including such funds in Escrow), (xvi) any FCC Authorizations to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to applicable Communications Laws, but the Collateral shall include, to the maximum

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extent permitted by law, all rights incident or appurtenant to the FCC Authorizations (except to the extent requiring approval of the FCC, unless such approval has first been secured consistent with SECTION 13.17), the economic value of the FCC Authorizations, and the right to receive all proceeds derived from or in connection with the direct or indirect sale, assignment or transfer of the FCC Authorizations, (xvii) the Identified Assets (as defined in the Credit Agreement) and (xviii) any Capital Stock of any Subsidiary of the Company in excess of the maximum amount of such Capital Stock that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in reports by the Parent Guarantor, any Subsidiary or Parent Entity of the Parent Guarantor with the SEC (or any other governmental agency);and (ix) proceeds from any and all of the foregoing assets described in the clauses above to the extent such proceeds would otherwise be excluded pursuant the clauses above;

(B) (i) the foregoing definition shall not require control agreements with respect to any cash, deposit accounts or securities accounts or any other assets requiring perfection through control agreements; (ii) other than with respect to an Electing Guarantor organized in a jurisdiction other than the U.S. or a Foreign Subsidiary that is not an Immaterial Foreign Subsidiary that is required to join as a Guarantor hereunder, no actions in any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements, or share charge (or mortgage) agreements governed under the laws of any non-U.S. jurisdiction, other than, with respect to an Electing Guarantor organized in a jurisdiction other than the U.S. or a Foreign Subsidiary that is not an Immaterial Foreign Subsidiary that is required to join as a Guarantor hereunder, a security agreement, pledge agreement or share charge governed by the laws of such jurisdiction in which such Subsidiary is organized) and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the UCC with respect to the Company or a Guarantor or delivery of possessory Collateral required to be delivered pursuant to the Collateral Documents, the Note Documents shall not contain any requirements as to perfection or priority with respect to any assets or property described in this clause (B);

(C) the Collateral Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Issue Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Company, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Indenture or the Collateral Documents;

(D) Liens required to be granted from time to time pursuant to the Collateral Requirement shall be subject to exceptions and limitations set forth in this Indenture and the Collateral Documents; and

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(E) general statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalization” rules, retention of title claims and similar principles may limit the ability of a Foreign Subsidiary to provide Collateral or may require that the Collateral be limited by an amount or otherwise, in each case as reasonably determined by the Parent Guarantor in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable.

“Communications Laws” means the Communications Act of 1934, as amended, and the FCC’s rules, regulations, published orders and published and promulgated policy statements, all as may be amended from time to time.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by, in each case (other than with respect to clauses (h), (j)) and (n) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(b) (a) provision for taxes based on income, profits or capital gains of the Parent Guarantor and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes (such as the Delaware franchise tax) and foreign withholding (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest relating to such taxes or arising from tax examinations), and the net tax expense associated with any adjustments made pursuant to clauses (1) through (15) of the definition of Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses on any Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” as set forth in clauses (i) to (vii) thereof); plus

(c) the total amount of depreciation and amortization expense, including the amortization of intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of Parent Guarantor and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; plus

(d) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), costs and expenses for Permitted Tax Restructurings, start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves including, without limitation, severance costs, costs relating to initiatives aimed at profitability improvement, costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and investments and costs related to the closure and/or consolidation of facilities; plus

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(e) any other non-cash charges, non-cash write-offs, write-downs, expenses, losses or items reducing Consolidated Net Income for such period (provided that if any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for potential cash items for a future period (A) Parent Guarantor may elect not to add back such non-cash charge in the current period and (B) to the extent Parent Guarantor elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority Equity Interests of third parties in any non-wholly owned Subsidiary; plus

(g) the amount of fees, compensation and indemnities and expenses paid to members of the Board of Directors of the Parent Guarantor or any of its Parent Entities; plus

(h) the amount of (x) pro forma “run rate” cost savings, operating expense reductions and synergies related to the Transactions generated from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent Guarantor) within 24 months after the Issue Date (including from any actions taken in whole or in part prior to the Issue Date), net the amount of actual benefits realized during such period from such actions and (y) pro forma “run rate” cost savings, operating expense reductions and synergies related to mergers and other business combinations, acquisitions, investments, dispositions, divestitures, restructurings, operating improvements, cost savings initiatives and other transactions or similar initiatives generated from actions that have been taken or with respect to which substantial steps have been taken (in each case, including prior to the Issue Date) or are expected to be taken (in the good faith determination of the Parent Guarantor) within 24 months after a merger or other business combination, acquisition, investment, disposition or divestiture is consummated or generated by actions (including restructurings, operating improvements, cost savings initiatives and other transactions or similar initiatives) that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent Guarantor), in each case, calculated on a pro forma basis as though such cost savings, operating expense reductions, and synergies had been realized on the first day of such period, as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period, net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable in the good faith judgment of the Parent Guarantor and (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (h) to the extent duplicative of any synergies, expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period or any period; provided further that the aggregate amount of add backs made pursuant to this clause (h)(y) shall not exceed an amount equal to 25% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (calculated before giving effect to any adjustments pursuant to this clause (h)(y) and excluding amounts in compliance with Regulation S-X of the Exchange Act); plus

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(i) any costs or expense incurred by the Parent Guarantor or a Restricted Subsidiary or a Parent Entity of the Parent Guarantor to the extent paid by the Parent Guarantor pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent Guarantor or Net Cash Proceeds of an issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor solely to the extent that such Net Cash Proceeds are excluded from the calculation set forth in SECTION 3.3(a)(4)(iii) hereof; plus

(j) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(k) any net losses, charges, expenses, costs or other payments (including all fees, expenses or charges related thereto) (i) from disposed, abandoned or discontinued operations, (ii) in respect of facilities no longer used or useful in the conduct of the business of the Parent Guarantor or its Restricted Subsidiaries, abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued operations and (iii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Parent Guarantor; plus

(l) 100% of the increase in the amount of long or short term deferred revenue of the Parent Guarantor and its Restricted Subsidiaries, on a consolidated basis, determined in accordance with GAAP, as of the end of such period from the amount of long or short term deferred revenue of the Parent Guarantor and its Restricted Subsidiaries, on a consolidated basis, determined in accordance with GAAP, as of the beginning of such period (or minus 100% of any such decrease); plus

(m) amortization of development advance payments which were made with the objective of increasing the number of clients or customers; plus

(n) the amount of net cost savings and net cash flow effect of revenue enhancements related to any binding new agreements or amendments to existing agreements with customers, projected by the Parent Guarantor in good faith to be realized as a result of specified actions taken or to be taken prior to or during such period (which cost savings or revenue enhancements shall be subject only to certification by management of the Parent Guarantor and shall be calculated on a pro forma basis as though such cost savings or revenue enhancements had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such

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actions; provided that (A) such cost savings or revenue enhancements are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 12 months after the date of determination to take such action and (C) no cost savings or revenue enhancements shall be added pursuant to this clause (n) to the extent duplicative of any expenses or charges relating to such cost savings or revenue enhancements that are included in clause (d) above with respect to such period; provided that the aggregate amount of add backs made relating to any binding new agreements or amendments to existing agreements with customers in respect of which no revenues have been received during such period pursuant to this clause (n) shall not exceed an amount equal to 5% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (n));

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains increasing Consolidated Net Income of the Parent Guarantor for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus

(b) any net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Parent Guarantor.

“Consolidated First Lien Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness that is secured by a Lien on the Collateral that is pari passu with the Liens on the Collateral securing the Notes as of such date to (y) LTM EBITDA.

“Consolidated Interest Expense” means for any period, without duplication, the sum of:

(1) consolidated interest expense of the Parent Guarantor and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Swap Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Obligations with respect to Indebtedness, and (f) cash interest expense of Indebtedness for which the proceeds are held in any escrow, trust, collateral or similar account or arrangement holding proceeds of Indebtedness (except, excluding the interest expense in respect thereof that is covered by such proceeds held

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into such escrow, trust, collateral or similar account or arrangement holding proceeds of Indebtedness), and excluding (i) costs associated with obtaining Swap Obligations or other derivative instruments, (ii) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any acquisition, (iii) penalties and interest relating to taxes, (iv) any “additional interest” or “liquidated damages” with respect to securities for failure to timely comply with registration rights obligations, (v) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (vi) any expensing of bridge, commitment and other financing fees relating to the Transactions or any acquisitions after the Issue Date, including annual agency fees paid pursuant to administrative agents and trustees under the Credit Agreement or other Credit Facilities, and (vii) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty; plus

(2) consolidated capitalized interest of the Parent Guarantor and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to the Parent Guarantor and its Restricted Subsidiaries for any period, the net income (loss) of the Parent Guarantor and its Restricted Subsidiaries for such period determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(1) any after-tax effect of extraordinary, non-recurring or unusual losses (less all fees and expenses relating thereto), charges or expenses (including relating to any multi-year strategic initiatives), Transaction Expenses, restructuring and duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs and expenses for Permitted Tax Restructurings, costs relating to pre-opening and opening costs for facilities, signing, retention and completion bonuses, costs incurred in connection with strategic initiatives, transition costs, costs incurred in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or modifications to pension and post-retirement employee benefit plans;

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period;

(3) any net after-tax effect on gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable;

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(4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions (including, for the avoidance of doubt, bulk subscriber contract sales) or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business;

(5) the net income for such period of any Person that is not a Subsidiary of Parent Guarantor, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of the Parent Guarantor shall be increased by the amount of dividends or distributions or other payments (other than Excluded Contributions) that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the Parent Guarantor or a Restricted Subsidiary thereof in respect of such period;

(6) any net income for such period of any Restricted Subsidiary (other than the Company or any Guarantor) to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions pursuant to this Indenture), unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that the Consolidated Net Income of the Parent Guarantor and its Restricted Subsidiaries will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the Parent Guarantor or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein (other than Excluded Contributions);

(7) [Reserved];

(8) any after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Obligations or (iii) other derivate instruments;

(9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(10) any equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity or equity-based incentive programs (“equity incentives”), any one-time cash charges associated with equity incentives or other long-term incentive compensation plans, roll-over, acceleration, or payout of Capital Stock by management, other employees or business partners of the Parent Guarantor or any of its Parent Entities;

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(11) any fees and expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the issuance of the Notes, the Senior Secured Notes, the syndication and incurrence of loans under the Credit Agreement, the ABL Credit Agreement and other securities and the syndication and incurrence of any Credit Facility), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, the Senior Secured Notes, the Credit Agreement, the ABL Credit Agreement, other securities and any Credit Facility) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with Financial Accounting Standards Codification No. 805);

(12) accruals and reserves that are established or adjusted within 12 months after the Issue Date that are so required to be established or adjusted as a result of the Transactions (or within twenty-four months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting policies; provided that amounts paid in respect of such accruals and reserves shall be deducted from Consolidated Net Income when paid in cash;

(13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Parent Guarantor has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period);

(14) any non-cash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718;

(15) the following items:

(a) any net unrealized gain or loss (after any offset) resulting in such period from Swap Obligations and the application of Accounting Standards Codification Topic No. 815,

(b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Swap Obligations for currency exchange risk) and any other foreign currency translation gains and losses, to the extent such gains or losses are non-cash items,

(c) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, or any comparable regulation,

(d) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks,

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(e) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; and

(f) restructuring-related or other similar charges, fees, costs, commissions and expenses or other charges incurred during such period in connection with this Indenture, the Bankruptcy Plan, and any and all transactions contemplated by the foregoing, including the write-off of any receivables, the termination or settlement of executory contracts, professional and accounting costs fees and expenses, management incentive, employee retention or similar plans (in each case to the extent such plan is approved by the Bankruptcy Court to the extent required), litigation costs and settlements, asset write-downs, income and gains recorded in connection with the corporate reorganization of the debtors under the Bankruptcy Plan;

(16) [Reserved];

(17) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any Parent Entity of such Person in respect of such period in accordance with SECTION 3.3(b)(9)(i) shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period.

In addition, to the extent not already included in the Consolidated Net Income of the Parent Guarantor and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture to the extent such expenses and charges reduced Consolidated Net Income.

“Consolidated Total Indebtedness” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness for borrowed money (other than Indebtedness with respect to Cash Management Services and intercompany Indebtedness), of the Parent Guarantor and its Restricted Subsidiaries outstanding on such date, minus (b) the aggregate amount of cash and Cash Equivalents included in the consolidated balance sheet of the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements of the Parent Guarantor are available with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Consolidated Total Leverage Ratio” and as determined in good faith by the Parent Guarantor.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness as of such date to (y) Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements are available. In the event that the Parent Guarantor or any Restricted Subsidiary Incurs, assumes, Guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been

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replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Total Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Total Leverage Ratio is made (the “Consolidated Total Leverage Ratio Calculation Date”), then the Consolidated Total Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, Guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations that have been made by the Parent Guarantor or any of its Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Total Leverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed or discontinued operations (and the change in any associated obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Parent Guarantor or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Consolidated Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

Notwithstanding anything in this definition or anything else to the contrary, when calculating the Consolidated Total Leverage Ratio or Consolidated First Lien Secured Leverage Ratio, as applicable, in each case in connection with a Limited Condition Acquisition, (1) the date of determination of such ratio and of any condition requiring that no Default or Event of Default under this Indenture shall then exist shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into; (2) such ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four-quarter reference period; (3) for the avoidance of doubt if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Parent Guarantor or the target company) at or prior to the consummation of the relevant Limited Condition Acquisition, (x) such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; and (4) if the Parent Guarantor elects to have such determinations occur at the time of entry into such definitive agreement, any such transaction shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of subsequently calculating any ratios under this

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Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Total Assets or Consolidated Net Income for purposes of other incurrences of Indebtedness or Liens or making of Restricted Payments (not related to such Limited Condition Acquisition) shall not reflect such Limited Condition Acquisition until it is closed.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Company (including cost savings and synergies; provided that (x) such cost savings and synergies are reasonably identifiable, reasonably attributable to the action specified and reasonably anticipated to result from such actions and (y) such actions have been taken or initiated and the benefits resulting therefrom are anticipated by the Parent Guarantor. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Total Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Swap Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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“Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Parent Guarantor and/or other companies.

“Credit Agreement” means the Credit Agreement dated as of the Issue Date among the Company, as borrower, the Parent Guarantor, the other guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent and Collateral Agent, and each lender from time to time party thereto together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.

“Credit Agreement Collateral Agent” means Citibank, N.A. in its capacity as collateral agent for the Credit Agreement Secured Parties.

“Credit Agreement Obligations” has the meaning assigned to the term “Obligations” in the Credit Agreement, together with any Refinancing thereof.

“Credit Agreement Secured Parties” has the meaning ascribed to it in the First Lien Intercreditor Agreement as in effect on the Issue Date.

“Credit Facility” means, with respect to the Parent Guarantor or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the original Credit Agreement, the original ABL Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing

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the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent Guarantor as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Credit Facility Documents” means the collective reference to any Credit Facility, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Definitive Notes” means certificated Notes.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Parent Guarantor) of non-cash consideration received by the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non- Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with SECTION 3.5 hereof.

“Designated Preferred Stock” means, with respect to the Parent Guarantor, Preferred Stock (other than Disqualified Stock) (a) that is issued for cash (other than to the Parent Guarantor, the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Parent Guarantor or any such Subsidiary for the benefit of their employees to the extent funded by the Parent Guarantor or such Subsidiary) and (b) that is designated as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Parent Guarantor at or prior to the issuance thereof the Net Cash Proceeds of which are excluded from the calculation set forth in SECTION 3.3(a)(4)(iii) hereof.

“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Parent Guarantor having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Parent Guarantor shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Parent Guarantor or any options, warrants or other rights in respect of such Capital Stock.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

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(1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or

(2) is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent Guarantor or any of its Restricted Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with SECTION 3.3 hereof; provided, however, that if such Capital Stock is issued to any future, current or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries, any Parent Entity or any other entity in which the Parent Guarantor or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” (within the meaning of the Securities Act or Exchange Act) by the Board of Directors (or the compensation committee thereof) or any other plan for the benefit of current, former or future employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollars” or “$” means the lawful currency of the United States of America.

“Domestic Guarantor” means each Domestic Subsidiary that is a Guarantor.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“DTC” means The Depository Trust Company or any successor securities clearing agency.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Offering” means any public or private sale of Capital Stock of the Parent Guarantor or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

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(1) public offerings with respect to the Parent Guarantor’s or any direct or indirect parent company’s Capital Stock registered on Form S-4 or Form S-8;

(2) issuances to any Subsidiary of the Parent Guarantor; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euro” means the single currency of participating member states of the economic and monetary union as contemplated in the Treaty on European Union.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

“Excluded Contract” means, at any date, any rights or interest of the Company or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Company or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Company or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the UCC and (ii) all proceeds paid or payable to any of the Company or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

“Excluded Contribution” means Net Cash Proceeds or property or assets received by the Parent Guarantor as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Parent Guarantor for the benefit of their employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, in each case, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Company delivered within 180 days of the date such capital contribution, issuance or sale.

“Excluded Equipment” means, at any date, any equipment or other assets of the Company or any Guarantor which is subject to, or secured by, a Capitalized Lease Obligation or a purchase money obligation if and to the extent that (i) a restriction in favor of a Person who is not the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor contained in the agreements or documents granting or governing such Capitalized Lease Obligation or purchase money obligation prohibits, or requires any consent or establishes any other conditions for or would result in the termination of such agreement or document because of an assignment thereof, or a grant of a security interest therein, by the Company or any Guarantor and (ii) such restriction relates only to the asset or assets acquired by the Company or any Guarantor with the proceeds of such Capitalized Lease Obligation or purchase money obligation and attachments thereto,

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improvements thereof or substitutions therefor; provided that all proceeds paid or payable to any of the Company or any Guarantor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of any Capitalized Lease Obligations or purchase money obligations secured by such assets.

“Excluded Subsidiary” means (a) any Subsidiary of the Parent Guarantor that is not, directly or indirectly, a wholly-owned Subsidiary of the Parent Guarantor, (b) any Subsidiary of a Guarantor that does not have total assets in excess of 5.0% of Parent Guarantor’s Total Assets or 5.0% of revenues of the Parent Guarantor and its Restricted Subsidiaries, in each case, individually or in the aggregate with all other Subsidiaries that are excluded pursuant to this clause (b), (c) any Subsidiary that is prohibited by applicable Law or contractual obligations (other than any contractual obligation in favor of the Parent Guarantor or any of its Restricted Subsidiaries) existing on the Issue Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Senior Secured Notes Obligations or if guaranteeing the Senior Secured Notes Obligation would require governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (d) any other Subsidiary with respect to which, in the reasonable judgment of the Parent Guarantor, the burden or cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Holders therefrom, (e) [reserved], (f) any not-for-profit Subsidiaries, (g) any Unrestricted Subsidiaries, (h) any Immaterial Foreign Subsidiary, (i) any Foreign Subsidiary with respect to which, in the reasonable judgment of the Parent Guarantor, the burden or cost or other consequences (including any material adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Holders therefrom, (j) [reserved], (k) any captive insurance subsidiaries, and (l) special purpose entities; provided that, notwithstanding the foregoing, “Excluded Subsidiary” shall not include (i) the Company, (ii) any Electing Guarantor for so long as such Electing Guarantor constitutes an Electing Guarantor in accordance with the terms of this Indenture, or (iii) any Subsidiary of the Parent Guarantor that is a guarantor under any Credit Facility Documents or any Junior Priority Indebtedness.

“fair market value” may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Parent Guarantor setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

“FCC” means the Federal Communications Commission of the United States or any Governmental Authority succeeding to the functions of such commission in whole or in part.

“FCC Authorizations” means all Broadcast Licenses and other licenses, permits and other authorizations issued by the FCC and held by Parent Guarantor, the Issuer or any of the Restricted Subsidiaries.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

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“First Lien Intercreditor Agreement” means the intercreditor agreement, dated as of the Issue Date, among the Company, as borrower, the other grantors party thereto, the Collateral Agent and the Credit Agreement Collateral Agent.

“First Priority Credit Obligations” means (i) any and all amounts payable under or in respect of any Credit Facility and the other Credit Facility Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent Guarantor whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, to the extent secured by a Permitted Lien incurred or deemed incurred to secure Indebtedness under the Credit Facilities constituting First Priority Obligations pursuant to clause (19) and subclause (a) of the provision in clause (30) of the definition of “Permitted Liens,” and (ii) all other Obligations of the Parent Guarantor or any of its Restricted Subsidiaries in respect of Swap Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in clause (i) above or an Affiliate of such holder at the time of entry into such Swap Obligations or Obligations in respect of cash management services.

“First Priority Liens” means all Liens that secure the First Priority Obligations.

“First Priority Notes Obligations” means all Obligations of the Company and the Guarantors under the Notes and the Collateral Documents.

“First Priority Obligations” means (a) all the Credit Agreement Obligations, (b) all the Senior Secured Notes Obligations and (c) all the Additional First Priority Obligations.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such Period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted Subsidiary of such Person during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period.

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and any Subsidiary of such Subsidiary.

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“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that (i) if the Parent Guarantor notifies the Trustee that the Parent Guarantor elects to amend any provision hereof to eliminate the effect of any change occurring after the Issue Date in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective and (ii) GAAP shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Guarantor or any of its Subsidiaries at “fair value,” as defined therein, and Indebtedness shall be measured at the aggregate principal amount thereof.

“Governmental Authority” means any nation or government, any state, territory or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” means, any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person or other monetary obligation payable or performable by another Person;

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation;

(3) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness or other monetary obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

(4) or any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);

provided, however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course of business, and provided further that the amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

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“Guarantor” means, collectively, (i) the Parent Guarantor, (ii) any Electing Guarantor, and (iii) any Restricted Subsidiary that Guarantees the Notes, until, in each case, such Note Guarantee is released in accordance with the terms of this Indenture.

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of DTC.

“iHeartMedia” means iHeartMedia, Inc., a Delaware corporation.

“iHeart Operations” means iHeart Operations, Inc., a Delaware corporation, all of whose Capital Stock, other than Preferred Stock, is owned by the Company as of the Issue Date.

“iHeart Operations Preferred Stock” means the Series A Preferred Stock, par value $0.001 per share, of iHeart Operations issued to the holders thereof in accordance with the Bankruptcy Plan.

“Immaterial Foreign Subsidiary” means, at any date of determination, any Foreign Subsidiary of the Parent Guarantor that, together with its consolidated Subsidiaries, (i) does not have revenues exceeding 15.0% of total revenues for the Parent Guarantor and the Restricted Subsidiaries on a consolidated basis or (ii) Total Assets exceeding 15.0% of Total Assets of the Parent Guarantor and its Restricted Subsidiaries (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal financial statements are available and, in the case of revenues, for the most recently ended four consecutive fiscal quarters ended for which internal consolidated financial statements are available, in each case measured on a pro forma basis giving effect to any acquisitions or dispositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary).

“Immediate Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.

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“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of indebtedness of such Person for borrowed money;

(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances, bank guaranties, surety bonds, performance bonds or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;

(5) Capitalized Lease Obligations of such Person;

(6) the liquidation preference or the principal component of all obligations of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends and any obligations in respect of the iHeart Operations Preferred Stock);

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(8) Guarantees by such Person of the principal component of Indebtedness and the other clauses of this definition of other Persons to the extent Guaranteed by such Person;

(9) all Attributable Indebtedness; and

(10) net obligations of such Person under Swap Obligations;

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; provided that Indebtedness of any direct or indirect parent of the Parent Guarantor appearing upon the balance sheet of Parent Guarantor solely by reason of push down accounting under GAAP shall be excluded.

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The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise expressly limited.

The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (7) of this definition shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:

(i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of Indebtedness;

(ii) obligations under Cash Management Services;

(iii) any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice;

(iv) obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date or in the ordinary course of business or consistent with past practice;

(v) in connection with the purchase by the Parent Guarantor or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;

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(vi) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;

(vii) amounts owed to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential) with respect thereto (including any accrued interest), with respect to any consolidation, amalgamation, merger or transfer of assets that complies with ARTICLE IV;

(viii) Indebtedness of any Parent Entity appearing on the balance sheet of the Parent Guarantor solely by reason of push down accounting under GAAP; or

(ix) Capital Stock (other than Disqualified Stock).

“Indenture” means this Indenture, dated as of the Issue Date, as amended or supplemented from time to time.

“Independent Financial Advisor” means an investment banking, appraisal or accounting firm or a consultant to Persons engaged in Similar Businesses of national standing or any third party appraiser of national standing; provided, however, that such firm or appraiser is not an Affiliate of the Company.

“Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Intellectual Property Security Agreements” has the meaning set forth in the Senior Secured Notes Security Agreement.

“Intercreditor Agreements” means the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, and any intercreditor agreement with respect to Junior Priority Indebtedness on terms that are customary for such financings as determined by the Parent Guarantor in good faith reflecting the subordination of such Liens to the Liens securing the Notes and the Note Guarantees.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment. If the Parent Guarantor or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Parent Guarantor or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time.

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For purposes of SECTIONS 3.3 and 3.16 hereof:

(1) “Investment” will include the portion (proportionate to the Parent Guarantor’s Equity Interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Parent Guarantor at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Parent Guarantor.

“Investment Grade Securities” means:

(1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities issued or directly and fully guaranteed or insured by a member of the European Union, the Japanese government or any agency or instrumentality thereof (other than Cash Equivalents);

(3) debt securities or debt instruments with a rating of “BBB” or higher from S&P or “Baa3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent Guarantor and its Subsidiaries; and

(4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

“Investment Grade Status” shall occur when the Notes receive two of the following:

(1) a rating of “BBB-” or higher from S&P;

(2) a rating of “Baa3” or higher from Moody’s; or

(3) a rating of “BBB-” or higher from Fitch,

or the equivalent of such rating by either any rating organization or, if no rating of Moody’s, S&P or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization.

“Issue Date” means the date the Notes are first issued.

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“Junior Priority Indebtedness” means other Indebtedness of the Company and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, constitutions, guidelines, regulations, ordinances, codes, common law and administrative or judicial precedents, orders, decrees, injunctions or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Acquisition” means any acquisition, including by means of a merger, amalgamation or consolidation, by the Parent Guarantor or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing; provided that for purposes of determining compliance with SECTION 3.3 hereof, the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

“Loan Documents” has the meaning ascribed to it in the Credit Agreement in effect as of the Issue Date, including with respect to any additional defined terms included in such definition.

“LTM EBITDA” means Consolidated EBITDA of the Parent Guarantor measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Parent Guarantor are available (which may be internal consolidated financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Consolidated Total Leverage Ratio.”

“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees, contractors or consultants (or their respective Controlled Investment Affiliates) of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary:

(1) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or consistent with past practice; or

(2) not exceeding $15 million in the aggregate outstanding at any time for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Parent Guarantor, its Subsidiaries or any Parent Entity or for any other purpose not described in clause (1) above.

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“Material Real Property” means any fee owned Real Property located in the United States that is owned by the Company or any Guarantor with a fair market value in excess of $15,000,000 (at the Issue Date or, with respect to Real Property acquired after the Issue Date, at the time of acquisition, in each case, as reasonably estimated by the Company in good faith).

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Mortgage Policies” has the meaning set forth in the definition of “Collateral Requirement.”

“Mortgaged Property” has the meaning set forth in the definition of “Collateral Requirement.”

“Mortgages” means collectively, the deeds of trust, trust deeds, deeds to secure debt, hypothecs and mortgages made by the Company or any Guarantor in favor or for the benefit of the Collateral Agent on behalf of the Senior Secured Notes Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Collateral Agent with such terms and provisions as may be required by the applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to SECTION 12.12 or 12.14, in each case, as the same may from time to time be amended, restated, supplemented, or otherwise modified.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid, reasonably estimated to be actually payable or accrued as a liability under GAAP (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Parent Guarantor and after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;

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(3) all distributions and other payments required to be made to minority interest holders (other than any Parent Entity, the Parent Guarantor or any of its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Parent Guarantor or any Restricted Subsidiary after such Asset Disposition; and

(5) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such Asset Disposition.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Parent Guarantor and after taking into account any available tax credit or deductions and any tax sharing agreements).

“Non-Guarantor” means any Restricted Subsidiary of the Parent Guarantor that is not a Guarantor (other than the Company).

“Note Documents” means the Notes (including Additional Notes), the Note Guarantees, this Indenture, the Collateral Documents and the Intercreditor Agreements.

“Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee.

“Obligations” means any principal, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent Guarantor or any Guarantor whether or not a claim for Post-Petition Interest is allowed in such proceedings), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, any Managing Director, the Secretary or any Assistant Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person.

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“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be an executive officer, a financial officer, the treasurer or an accounting officer of such Person that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Parent Guarantor or its Subsidiaries.

“Parent Entity” means any direct or indirect parent of the Company.

“Parent Entity Expenses” means:

(1) costs (including all legal, accounting and other professional fees and expenses) Incurred by any Parent Entity in connection with reporting obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to the Notes, the Guarantees or any other Indebtedness of the Parent Guarantor or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities Act or Exchange Act;

(2) customary salary, bonus, severance, indemnity, insurance (including premiums therefor), other benefits and indemnification obligations of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the extent relating to the Parent Guarantor and its Subsidiaries;

(3) obligations of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Parent Guarantor and its Subsidiaries;

(4) (x) general corporate operating and overhead expenses, including professional fees and expenses and (y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Parent Guarantor or any of its Restricted Subsidiaries;

(5) expenses Incurred by any Parent Entity in connection with any offering, sale, conversion or exchange of Capital Stock or Indebtedness; and

(6) amounts to finance Investments that would otherwise be permitted to be made pursuant to SECTION 3.3 hereof if made by the Parent Guarantor; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Parent Guarantor or one of the Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the Person formed or acquired into the Parent Guarantor or one of its Restricted Subsidiaries (to the extent not prohibited by SECTION 4.1 hereof) in order to consummate such Investment, (C) such Parent Entity and its Affiliates (other than the Parent Guarantor or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Parent Guarantor or a Restricted Subsidiary could

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have given such consideration or made such payment in compliance with this Indenture and such consideration or other payment is included as a Restricted Payment under this Indenture, (D) any property received by the Parent Guarantor shall not increase amounts available for Restricted Payments pursuant to SECTION 3.3(a)(4)(iii) hereof and (E) such Investment shall be deemed to be made by the Parent Guarantor or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of “Permitted Investments.”

“Parent Guarantor” means iHeartMedia Capital I, LLC, a Delaware limited liability company.

“Pari Passu Indebtedness” means Indebtedness of the Company or a Guarantor which ranks equally in right of payment to the Notes or such Guarantor’s Note Guarantee, as applicable (without regard to whether such Indebtedness is secured or guaranteed).

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Company.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Parent Guarantor or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with SECTION 3.5 hereof.

“Permitted Investment” means (in each case, by the Parent Guarantor or any of its Restricted Subsidiaries):

(1) Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Parent Guarantor or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;

(2) Investments in another Person if such Person is engaged, directly or through entities that will be Restricted Subsidiaries, as of the date of the Investment, in any Similar Business and as a result of such Investment such other Person, in one transaction or a series of transactions, is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Parent Guarantor or a Restricted Subsidiary, and any Investment held by such Person;

(3) Investments in cash, Cash Equivalents or Investment Grade Securities;

(4) Investments in receivables owing to the Parent Guarantor or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent with past practice;

(5) Investments in payroll, travel, entertainment, moving related and similar advances that are made in the ordinary course of business or consistent with past practice;

(6) Management Advances;

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(7) Investments received in settlement of debts created in the ordinary course of business or consistent with past practice and owing to the Parent Guarantor or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable, in each case, of equivalent value held by the Parent Guarantor or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition; provided that such Investments shall be pledged as Collateral to the extent the assets subject to such Asset Disposition constituted Collateral;

(9) Investments existing or pursuant to arrangements, agreements or instruments in effect on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;

(10) Swap Obligations, which transactions or obligations are Incurred in compliance with SECTION 3.2 hereof;

(11) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under SECTION 3.6 hereof;

(12) any Investment to the extent made using Capital Stock of the Parent Guarantor (other than Disqualified Stock) or Capital Stock of any Parent Entity as consideration, provided that any such Investment does not constitute or give rise to a Change of Control;

(13) any transaction to the extent constituting an Investment that is permitted by and made in accordance with SECTION 3.8(b) hereof (except those described in SECTIONS 3.8(b)(1), (3), (6), (7), (8), (9), (12) and (14) hereof);

(14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Indenture;

(15) (i) Guarantees not prohibited by SECTION 3.2 hereof and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business, and (ii) performance guarantees with respect to obligations that are permitted by this Indenture;

(16) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture;

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(17) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into the Parent Guarantor or merged or amalgamated into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(18) [Reserved];

(19) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent Guarantor;

(20) Investments in joint ventures and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed the greater of $100 million and 1.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes of SECTION 3.3 hereof of any amounts applied pursuant to SECTION 3.3(a)(4)(iii) hereof) with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Parent Guarantor or a Restricted Subsidiary at the date of the making of such Investment and such person becomes the Parent Guarantor or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be the Parent Guarantor or a Restricted Subsidiary;

(21) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed the greater of $375 million and 40.0% of LTM EBITDA (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes of SECTION 3.3 hereof of any amounts applied pursuant to SECTION 3.3(a)(4)(iii) hereof with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Parent Guarantor or a Restricted Subsidiary at the date of the making of such Investment and such person becomes the Parent Guarantor or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant for so long as such Person continues to be the Parent Guarantor or a Restricted Subsidiary;

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(22) any Investment in another Person if such Person is engaged in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause that are at that time outstanding, not to exceed the greater of $100 million and 10.0% of LTM EBITDA (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(23) [Reserved];

(24) [Reserved;]

(25) repurchases of Notes;

(26) [Reserved];

(27) transactions entered into in order to consummate a Permitted Tax Restructuring;

(28) guaranty and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business or consistent with past practice;

(29) Investments consisting of purchases and acquisitions of assets or services made in the ordinary course of business or consistent with past practice, in connection with obtaining, maintaining or renewing client, customer and provider contracts and loans or advances, extensions of credit or prepayments made to, and guarantees with respect to obligations of, suppliers, lessors, licensors, licensees, distributors, advisors, hosts and producers in the ordinary course of business or consistent with past practice;

(30) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;

(31) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices; and

(32) any other Investment so long as, immediately after giving pro forma effect to the Investment and the Incurrence of any Indebtedness the net proceeds of which are used to make such Investment, the Consolidated Total Leverage Ratio shall be no greater than 4.75 to 1.00.

Notwithstanding the foregoing, no Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or asset necessary at such time to the operation of the business of the Parent Guarantor and its Restricted Subsidiaries that are, in each of the foregoing cases, owned by a Guarantor, may be contributed as an Investment or otherwise, whether directly or indirectly or by one or more transactions, by any Guarantor to any Person that is not a Guarantor.

“Permitted Liens” means, with respect to any Person:

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(1) Liens on assets or property of a Restricted Subsidiary that is not the Company or a Guarantor securing Indebtedness and other Obligations of any Restricted Subsidiary that is not the Company or a Guarantor;

(2) pledges, deposits or Liens under workmen’s compensation laws, payroll taxes, unemployment insurance laws, social security laws or similar legislation, or in connection with bids, tenders, completion guarantees (other than for borrowed money), contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, judgment, customs, appeal or performance bonds, guarantees of government contracts, return-of-money bonds, bankers’ acceptance facilities (or other similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business or consistent with past practice;

(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if, in each case, adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens for Taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(5) encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions, by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries or to the ownership of their properties, which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Parent Guarantor and its Restricted Subsidiaries;

(6) Liens (a) on assets or property of the Parent Guarantor or any Restricted Subsidiary securing Swap Obligations or Cash Management Services permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business

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of the Parent Guarantor or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business; (c) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (d) (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof;

(7) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;

(8) Liens securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judgment, decree, order or award has become final or (ii) such period within which such proceedings may be initiated has expired;

(9) [Reserved];

(10) Liens perfected or evidenced by UCC financing statement filings, including precautionary UCC financing statements, (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent Guarantor and its Restricted Subsidiaries in the ordinary course of business;

(11) Liens existing on the Issue Date, excluding Liens securing the Credit Agreement and the ABL Credit Agreement;

(12) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Parent Guarantor or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other business combination transaction with or into the Parent Guarantor or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;

(13) Liens on assets or property of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness or other obligations of the Parent Guarantor or such Restricted Subsidiary owing to the Parent Guarantor or another Restricted Subsidiary, or Liens in favor of the Parent Guarantor or any Restricted Subsidiary;

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(14) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness or other Obligations being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder;

(15) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;

(16) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(17) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(18) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(19) Liens securing Indebtedness permitted to be Incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be Incurred pursuant to SECTIONS 3.2(b)(1) or 3.2(b)(14) hereof.

(20) Liens securing Indebtedness and other Obligations under SECTION 3.2(b)(5) hereof; provided that such Liens shall only be permitted if (x) such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged, consolidated or amalgamated with or into the Parent Guarantor or any Restricted Subsidiary, in any transaction to which such Indebtedness or other Obligation relates and (y) on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated First Lien Secured Leverage Ratio would equal or be less than the Consolidated First Lien Secured Leverage Ratio immediately prior to giving effect thereto;

(21) Liens securing Indebtedness and other Obligations under SECTION 3.2(b)(7), (10) and (14);

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(22) any security granted over the marketable securities portfolio described in clause (8) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party;

(23) Liens on (i) goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Parent Guarantor or any Restricted Subsidiary or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other similar instruments and (ii) specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(24) Liens on equipment of the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business;

(25) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture;

(26) Liens on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;

(27) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;

(28) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under SECTION 3.5, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien;

(29) Liens securing Indebtedness and other Obligations in an aggregate principal amount not to exceed the greater of (a) $300 million and (b) 30.0% of LTM EBITDA at any one time outstanding;

(30) Liens Incurred to secure Obligations in respect of any Indebtedness permitted to be Incurred pursuant to SECTION 3.2; provided that (a) in the case of Liens Incurred pursuant to this clause (30) securing Indebtedness constituting First Priority Obligations, at the time of Incurrence and after giving pro forma effect thereto, the Consolidated First Lien Secured Leverage Ratio would be no greater than 4.50 to 1.00 and the holders of such Indebtedness or their duly appointed agent, shall become a party to the First Lien Intercreditor Agreement and (b) in the case of Liens Incurred pursuant to this clause (30) securing any Junior Priority Indebtedness, the holders of such Junior Priority Indebtedness, or their duly appointed agent, shall become a party to an Intercreditor Agreement with the Collateral Agent on terms that are customary for such financings as determined by the Parent Guarantor in good faith reflecting the subordination of such Liens to the Liens securing the Notes and Note Guarantees;

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(31) [Reserved];

(32) Liens securing any Obligations in respect of the Notes issued on the Issue Date or this Indenture, excluding, for the avoidance of doubt, Additional Notes;

(33) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements with any government, statutory or regulatory authority;

(34) the rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise, grant or permit held by the Parent Guarantor or any Restricted Subsidiary or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(35) Liens arising in connection with any Permitted Tax Restructuring;

(36) [Reserved];

(37) Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; and

(38) (a) any Lien permitted to remain outstanding under the Bankruptcy Plan and (b) any Lien arising in connection with the Transactions.

For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness including interest which increases the principal amount of such Indebtedness. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Company in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this Indenture and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of “Permitted Lien” to which such Permitted Lien has been classified or reclassified.

“Permitted Tax Distribution” means, if and for so long as the Parent Guarantor is a member (or disregarded from a member for U.S. federal income tax purposes) of a group filing a consolidated or combined tax return with any Parent Entity, any dividends or other distributions to fund (a) any income Taxes for which such Parent Entity is liable up to an amount not to exceed with respect to such Taxes the amount of any such Taxes that the Parent Guarantor and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Parent Guarantor and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Parent Guarantor and its Subsidiaries or (b) franchise or similar non-income Taxes of such Parent Entity that are required either (i) in order to maintain its corporate existence under applicable law or (ii) to comply with applicable tax law.

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“Permitted Tax Restructuring” means any reorganizations and other activities entered into after the Issue Date among the Parent Guarantor and its Restricted Subsidiaries for the purpose of tax planning and optimizing the tax payments of the Parent Guarantor and its Restricted Subsidiaries, provided that:

(a) after giving effect to any such reorganization and other activities (i) the priority and perfection of the Liens on the Collateral shall be maintained for the benefit of the Holders as in effect prior to such reorganizations and other activities and as required under the Notes Documents, (ii) any outstanding Lien that is required to be created pursuant to the terms of the Notes Documents shall not be terminated or subordinated, (iii) security interests of the Holders shall not be impaired and (iv) no intervening Lien shall be created, incurred or assumed that would directly or indirectly be adverse to the Holders, in their capacities as such;

(b) after giving effect to such Permitted Tax Restructuring, each of the Parent Guarantor and its Restricted Subsidiaries otherwise comply with Section 6.11 of the Credit Agreement, as in effect as of the Issue Date (or as otherwise amended in accordance with the terms thereof), SECTION 3.7(a)(ii) of this Indenture, and [and Section [ ] of the Senior Secured Notes Security Agreement, as in effect as of the Issue Date (or as otherwise amended in accordance with the terms thereof)];

(c) to the extent that any Permitted Tax Restructuring would, directly or indirectly, in one step or a series of steps, (i) transfer or dispose of assets or Equity Interests from the Company or any Guarantor to a Non-Guarantor or (ii) merge or consolidate the Company or any Guarantor into a Non-Guarantor, then the Parent Guarantor shall cause such a Non-Guarantor to sell, assign, convey or otherwise transfer any assets or equity received in any such transaction to a Guarantor, cause such a Non-Guarantor to merge or consolidate with and into a Guarantor or otherwise cause such transfer or merger or consolidation to be reversed or unwound as soon as reasonably practicable but in no event more than 60 days after such transaction, and cause the applicable Subsidiary to comply with the terms of Section 6.11 of the Credit Agreement, as in effect as of the Issue Date (or as otherwise amended in accordance with the terms thereof), SECTION 3.7(a)(ii) of this Indenture as of the Issue Date, [and Section [ ] of the Senior Secured Notes Security Agreement, as in effect as of the Issue Date (or as otherwise amended in accordance with the terms thereof)]; and

(d) for the avoidance of doubt, no such Permitted Tax Restructuring may allow the incurrence of, and neither the Parent Guarantor nor any of its Restricted Subsidiaries may incur, Indebtedness other than Indebtedness permitted hereunder (other than Intercompany Indebtedness which is otherwise repaid).

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Pledged Debt” means, collectively, (a) “Pledged Debt” (as defined in the Senior Secured Notes Security Agreement) and (b) any other Collateral constituting “Pledged Debt,” “Receivables,” “Intercompany Debt Documents” or terms of similar import (as defined in any other Collateral Document).

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“Pledged Equity” means, collectively, (a) “Pledged Equity” (as defined in the Senior Secured Notes Security Agreement) and (b) any other Collateral consisting of Equity Interests. For the avoidance of doubt, Pledged Equity shall not include any Equity Interests included in the definition of “Excluded Assets” (as defined in the Senior Secured Notes Security Agreement).

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the Issue Date or Incurred (or established) in compliance with this Indenture (including Indebtedness of the Parent Guarantor that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Parent Guarantor or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided, however, that:

(1) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Subordinated Indebtedness, Disqualified Stock or Preferred Stock, and in the case of Subordinated Indebtedness, is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced.

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(2) Refinancing Indebtedness shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Parent Guarantor that is not the Company or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Parent Guarantor, the Company or a Guarantor; or

(ii) Indebtedness, Disqualified Stock or Preferred Stock of the Parent Guarantor or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus customary fees and expenses, including premiums, accrued and unpaid interest, and defeasance costs) under the Indebtedness being Refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under a Credit Facility or other financing arrangement being refinanced to the extent the unutilized commitment being refinanced could be drawn in compliance with SECTION 3.2 immediately prior to such refinancing, plus (z) fees, underwriting discounts, accrued and unpaid interest, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees and similar fees) Incurred or payable in connection with such refinancing;

provided, that clause (1) above will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities. Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be incurred from time to time after the termination, discharge or repayment of any such Credit Facility or other Indebtedness.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor other than an Unrestricted Subsidiary.

“S&P” means Standard& Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Sale and Leaseback Transaction” means any arrangement providing for the leasing by the Parent Guarantor or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Parent Guarantor or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission or any successor thereto.

“Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services.

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“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

“Senior Notes” means the Company’s 8.375% Senior Notes due 2027 to be issued on the Issue Date under an indenture, by and among the Company, the Parent Guarantor, the Subsidiary Guarantors and U.S. Bank National Association, as trustee.

“Senior Secured Notes Obligations” means the “Secured Obligations” as such term is defined in the Senior Secured Notes Security Agreement; provided that the aggregate principal amount of Senior Secured Notes Obligations in excess of the amount of indebtedness permitted under the Credit Agreement to be secured on a pari passu basis with the Credit Agreement Obligations in accordance with the Credit Agreement and any fees, interest and expenses related to such excess amount pursuant to the applicable Senior Secured Notes Documents (such excess amount together with the related fees, interest and expenses, the “Excess Senior Secured Notes Obligations”) shall not constitute Senior Secured Notes Obligations or First Priority Obligations for purposes of this Indenture.

“Senior Secured Notes Secured Parties” means the “Secured Parties” as defined in the Senior Secured Notes Security Agreement.

“Senior Secured Notes Security Agreement” means the security agreement, dated as of the Issue Date, among the Parent Guarantor, the Company, the other Guarantors party thereto, the Collateral Agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Senior Secured Notes Security Agreement Supplement” has the meaning set forth in the Senior Secured Notes Security Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(2) of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means (a) any businesses, services or activities engaged in by the Parent Guarantor or any of its Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Parent Guarantor or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means, with respect to any person, any Indebtedness which is expressly subordinated in right of payment to the Notes or any Note Guarantee pursuant to a written agreement.

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and

(b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means any Guarantor other than the Parent Guarantor.

“Swap” means, any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.

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“Tax Matters Agreement” means the tax matters agreement, dated as of the Issue Date, by and among iHeartMedia, the Company, iHeart Operations, Clear Channel Holdings, Inc. and Clear Channel Outdoor Holdings, Inc., as amended from time to time.

“Total Assets” means, as of any date, the total consolidated assets of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Parent Guarantor and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of “Consolidated Total Leverage Ratio.”

“Transaction Expenses” means any fees or expenses incurred or paid by the Parent Guarantor or any Restricted Subsidiary in connection with the Transactions, this Indenture and the transactions contemplated hereby and thereby, to be paid on, prior or subsequent to the Issue Date.

“Transactions” means the transactions contemplated by or in connection with the Bankruptcy Plan or necessary to effectuate the Bankruptcy Plan, including, without limitation, (i) the borrowing of Indebtedness under the Credit Agreement and the use of proceeds therefrom, the execution and delivery of the Loan Documents entered into in each case, as of the Issue Date on the Issue Date, and (ii) the issuance of the Notes, the Senior Secured Notes, in each case, as of the Issue Date, (iii) the issuance of the iHeart Operations Preferred Stock and the execution and delivery of the documents relating to that preferred stock in each case, as of the Issue Date, (iv) the separation of Clear Channel Outdoor Holdings, Inc. and its subsidiaries from iHeartMedia, (v) the borrowing of loans under the ABL Credit Agreement and the execution and delivery of the ABL Documents (as defined in the Credit Agreement as in effect as of the Issue Date), in each case as of the Issue Date, (vi) the payment of the Transaction Expenses, (vii) the execution, delivery and performance of the Tax Matters Agreement, the Transition Services Agreement, any employee matters agreement, or other agreement as contemplated by the Bankruptcy Plan, (viii) any and all transactions referred to in Bankruptcy Plan or necessary to effectuate the Bankruptcy Plan and (v) in each case, the other transactions contemplated by or entered into in connection with the foregoing clauses (i) through (viii).

“Transition Services Agreement” means the transition services agreement, dated as of the Issue Date, by and among iHeartMedia Management Services, Inc., iHeartMedia, the Company and Clear Channel Outdoor Holdings, Inc., as amended from time to time.

“Trustee” means U.S. Bank National Association in its capacity as “Trustee” under this Indenture or any successor or assign thereto in such capacity.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture.

“Trust Officer” shall mean, when used with respect to the Trustee or Collateral Agent, as applicable, any vice president, assistant vice president, any trust officer or any other officer of the Trustee, within the corporate trust department of the Trustee (or any successor group of the Trustee), who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of a collateral agent’s security interest in any item or portion of the collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Subsidiary” means:

(1) any Subsidiary (other than the Parent Guarantor, the Company or any direct or indirect parent entity of the Company) of the Parent Guarantor that at the time of determination is an Unrestricted Subsidiary (as designated by the Company in the manner provided herein); and

(2) any Subsidiary of an Unrestricted Subsidiary.

As of the Issue Date, there are no Unrestricted Subsidiaries of the Parent Guarantor.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.

“Wholly Owned Domestic Subsidiary” means a Domestic Subsidiary of the Parent Guarantor, all of the Capital Stock of which (other than directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Parent Guarantor or another Domestic Subsidiary) is owned by the Parent Guarantor or another Domestic Subsidiary.

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“Wholly-Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

SECTION 1.2. Other Definitions.

Terms	Defined in Section
Affiliate Transaction	3.8(a)
Agent Members	2.1(g)(2)
Approved Foreign Bank	“Cash Equivalents”
Asset Disposition Offer	3.5(b)
Authenticating Agent	2.2
Bankruptcy provisions	6.1(a)(5)
Change of Control Offer	3.9(a)
Change of Control Payment Date	3.9(a)(2)
Company Order	2.2
Consolidated Total Leverage Ratio Calculation Date	“Consolidated Total Leverage Ratio”
Covenant Defeasance	8.3
cross acceleration provision	6.1(a)(4)(ii)
Defaulted Interest	2.15
Event of Default	6.1
Excess Proceeds	3.5(b)
Global Notes	2.1(b)
Guaranteed Obligations	10.1
Initial Agreement	3.4(b)(16)
judgment default provisions	6.1(a)(7)
Legal Defeasance	8.2
Legal Holiday	13.7
New Restricted Subsidiary	3.7(a)
Note Guarantee	10.1
Notes Register	2.3
payment default	6.1(a)(4)(i)
Permitted Payments	3.3(b)
protected purchaser	2.11
Refunding Capital Stock	3.3(b)(2)
Restricted Payment	3.3(a)(4)
Reversion Date	3.15(b)
Special Interest Payment Date	2.15(a)
Special Record Date	2.15(a)
Successor Company	4.1(a)(1)
Security default provisions	6.1(a)(10)
Collateral Document Order	12.8(s)
Suspended Covenants	3.15(a)
Suspension Period	3.15(b)
Unrestricted Global Note	2.1(b)

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SECTION 1.3. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated in and made part of this Indenture. The following Trust Indenture Act terms have the following meanings:

“indenture securities” means the Notes and the Guarantees.

“indenture security holder” means a holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means each of the Company and the Guarantors and any other obligor on the Notes.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.4. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning ascribed to it;

(2) an accounting term not otherwise defined has the meaning ascribed to it in accordance with GAAP;

(3) “of” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) “will” shall be interpreted to express a command;

(7) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States of America;

(8) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(9) unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

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ARTICLE II

THE NOTES

SECTION 2.1. Form, Dating and Terms.

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $800,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein). Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to SECTIONS 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5, in connection with an Asset Disposition Offer pursuant to SECTION 3.5 or in connection with a Change of Control Offer pursuant to SECTION 3.9.

With respect to any Additional Notes, the Company shall set forth in (i) an Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information:

(A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue.

In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by SECTION 13.4, an Opinion of Counsel as to the validity and enforceability of such Additional Notes.

The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes and the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent; provided that if the Additional Notes are not fungible with the Initial Notes and other Additional Notes for U.S. federal income tax purposes, such Additional Notes shall bear a separate CUSIP number.

(b) The Initial Notes shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including the legend set forth in SECTION 2.1(e) (“Unrestricted Global Note”), deposited with the Notes Custodian, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Unrestricted Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Notes Custodian, as custodian for DTC or its nominee, as hereinafter provided. Any Unrestricted Global Note and other global Notes issued under this Indenture shall be sometimes referred to as a “Global Note.”

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(c) Additional Notes may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law, with the understanding that the Company may only sell Additional Notes to the extent they may be Incurred under SECTION 3.2.

The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent designated by the Company maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the Notes Register or by wire transfer to a Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in SECTION 2.1(e). The Company shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

(d) Denominations. The Notes shall be in minimum denominations of $100.00 and integral multiples of $1.00.

(e) [Reserved].

(f) Global Note Legend.

Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR

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PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(g) [Reserved].

(h) Book Entry Provisions. This SECTION 2.1(g) shall apply only to Global Notes deposited with the Notes Custodian, as custodian for DTC.

(1) Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Notes Custodian for DTC and (z) bear legends as set forth in SECTION 2.1(e). Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in SECTION 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

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(3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to SECTION 2.1(h) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

(4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to SECTION 2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

(5) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

(i) Definitive Notes. Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Company fail to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A) or (B) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear a legend regarding transfer restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.

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(1) [Reserved].

(2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

(3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof.

(4) [Reserved].

SECTION 2.2. Execution and Authentication. One Officer of the Company shall sign the Notes for the Company by manual, facsimile or PDF signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $800,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a written order of the Company signed by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes.

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The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

In case the Company or any Guarantor, pursuant to ARTICLE IV or SECTION 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to ARTICLE IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this SECTION 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

SECTION 2.3. Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange (the “Notes Register”). The Company may have one or more co registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co registrar.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of each such agent. If the Company fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to SECTION 7.7. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent.

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The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as the Registrar and Paying Agent for the Notes and the Company may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

SECTION 2.4. Paying Agent to Hold Money in Trust. By 11:00 a.m. New York City time, on each due date of the principal of, premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, if any, or interest when due. The Company shall require the Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Company or other obligors on the Notes), shall notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. Upon complying with this SECTION 2.4, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to any of the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company, on their own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five (5) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

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SECTION 2.6. Transfer and Exchange.

(a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by this SECTION 2.6. The Trustee will promptly register any transfer or exchange that meets the requirements of this SECTION 2.6 by noting the same in the Notes Register maintained by the Trustee for the purpose, and no transfer or exchange will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this SECTION 2.6 and SECTIONS 2.1(g) and 2.1(h), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear Bank S.A./N. V. or Clearstream Banking, societe anonyme. The Trustee shall refuse to register any requested transfer or exchange that does not comply with this paragraph.

(b) Retention of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to SECTION 2.1 or this SECTION 2.6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

(c) Obligations with Respect to Transfers and Exchanges of Notes. To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this ARTICLE II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s written request.

No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to SECTIONS 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5).

The Company (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1)15 calendar days before the sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

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(d) No Obligation of the Trustee. (1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, the Registrar or any of their respective agents shall have any responsibility for any actions taken or not taken by DTC.

SECTION 2.7. [Reserved]

SECTION 2.8. [Reserved]

SECTION 2.9. [Reserved]

SECTION 2.10. [Reserved]

SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the UCC are met, such that the Holder (a) satisfies the Company and the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced

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Note, the Trustee and/or the Company shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in their discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this SECTION 2.11, the Company may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith.

Subject to the proviso in the initial paragraph of this SECTION 2.11, every new Note issued pursuant to this SECTION 2.11, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this SECTION 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.12. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to SECTION 2.11 and those described in this Section as not outstanding.

If a Note is replaced pursuant to SECTION 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to SECTION 2.11.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, an amount of money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

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SECTION 2.13. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the Company consider appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes.

SECTION 2.14. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee). If the Company or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this SECTION 2.14. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange.

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC or the applicable Notes Custodian to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

SECTION 2.15. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Company maintained for such purpose pursuant to SECTION 2.3.

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Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this SECTION 2.15(a). Thereupon the Company shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which date shall be not more than 20 calendar days and not less than 15 calendar days prior to the Special Interest Payment Date and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such Special Record Date, and in the name of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in SECTION 13.2, not less than 10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions in SECTION 2.15(b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this SECTION 2.15(b), such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this SECTION 2.15, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.16. CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as

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printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Company shall notify the Trustee, in writing, of any changes in the CUSIP or ISIN numbers.

SECTION 2.17. Joint and Several Liability. Except as otherwise expressly provided herein, the Company and the Guarantors shall be jointly and severally liable for the performance of all obligations and covenants under this Indenture, the Notes and the Collateral Documents.

ARTICLE III

COVENANTS

SECTION 3.1. Payment of Notes. The Company shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if by 11:00 a.m. New York City time on such date the Trustee or the Paying Agent holds in accordance with this Indenture an amount of money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

SECTION 3.2. Limitation on Indebtedness.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) and the Parent Guarantor will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Parent Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries is at least 6.25 to 1.00, determined on a pro forma basis after giving effect thereto (including a pro forma application of the net proceeds therefrom); provided, further, that Non-Guarantors may not Incur Indebtedness if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (a) $100 million and (b) 1.0% of Total Assets at the time of such Incurrence of Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph.

(b) SECTION 3.2(a) will not prohibit the Incurrence of the following:

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(1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any Credit Facility), in a maximum aggregate principal amount at any time outstanding not exceeding (i) the sum of (a) $3,950 million plus (b) the greater of $960 million and 100% of LTM EBITDA; plus (ii) any Refinancing Indebtedness in respect thereof;

(2) Guarantees by the Parent Guarantor or any Restricted Subsidiary of Indebtedness or other obligations of the Parent Guarantor or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligations is not prohibited by the terms of this Indenture; provided that if the Indebtedness being Guaranteed constitutes Pari Passu Indebtedness or Subordinated Indebtedness, the Guarantees must be pari passu with or subordinated to the same extent as the Notes or Note Guarantees;

(3) Indebtedness of the Parent Guarantor owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Parent Guarantor or any Restricted Subsidiary; provided, however, that:

(i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Parent Guarantor or a Restricted Subsidiary; and

(ii) any sale or other transfer of any such Indebtedness to a Person other than the Parent Guarantor or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent Guarantor or such Restricted Subsidiary, as the case may be;

(4) Indebtedness represented by (a) the Notes (other than any Additional Notes), including any Guarantee thereof, (b) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (3) above) outstanding on the Issue Date, and any Guarantee thereof, (c) Refinancing Indebtedness (including, with respect to the Notes and any Guarantee thereof) Incurred in respect of any Indebtedness described in this clause (4) or clauses (2), (5), (10) or (19) of this SECTION 3.2(b) or Incurred pursuant to SECTION 3.2(a), and (d) Management Advances;

(5) Indebtedness of (x) the Parent Guarantor or any Restricted Subsidiary Incurred or issued to finance an acquisition or (y) Persons that are acquired by the Parent Guarantor or any Restricted Subsidiaries or merged into or consolidated with the Parent Guarantor or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that on the date the acquisition, merger or consolidation, as applicable, is consummated, and after giving pro forma effect to the Incurrence of such Indebtedness, either (A) the total amount of Indebtedness Incurred and outstanding under this clause (5) is in an aggregate amount not to exceed the greater of (x) $200 million and (y) 2.5% of Total Assets at the time of such acquisition, merger or consolidation, or (B) any of the following are satisfied as of the date of incurrence (i) the Parent Guarantor would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to SECTION 3.2(a), (ii) the Consolidated Total Leverage Ratio of the Parent Guarantor and the Restricted Subsidiaries would not be higher than that immediately prior to such acquisition, merger or consolidation, or (iii) such Indebtedness constitutes Acquired Indebtedness (other than

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Indebtedness Incurred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation;

(6) Swap Obligations (excluding Swap Obligations entered into for speculative purposes (as determined in the good faith judgment of the Parent Guarantor));

(7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, does not exceed the greater of (a) $200 million and (b) 2.5% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof;

(8) Indebtedness in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment (including progress premiums), customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Parent Guarantor or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or consistent with past practice; (b) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice; provided, however, that such Indebtedness is extinguished within five (5) Business Days of Incurrence; (c) customer deposits and advance payments (including progress premiums) received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (d) letters of credit, bankers’ acceptances, warehouse receipts, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or consistent with past practice; and (e) Cash Management Services;

(9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Parent Guarantor and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Parent Guarantor and its Restricted Subsidiaries in connection with such disposition;

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(10) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Parent Guarantor from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Parent Guarantor, in each case, subsequent to the Issue Date, and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Parent Guarantor and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments;

(11) Indebtedness of Non-Guarantors in an aggregate amount, together with any Refinancing Indebtedness in respect thereof, not to exceed the greater of (a) $100 million and (b) 1.0% of Total Assets at the time of Incurrence and at any time outstanding;

(12) Indebtedness consisting of promissory notes issued by the Parent Guarantor or any of its Subsidiaries to any current or former employee, director or consultant of the Parent Guarantor, any of its Subsidiaries or any Parent Entity (or permitted transferees, assigns, estates or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Parent Guarantor or any Parent Entity that is permitted by SECTION 3.3;

(13) Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business or consistent with past practice;

(14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (a) $300 million and (b) 3.5% of Total Assets at the time of Incurrence;

(15) [Reserved];

(16) Indebtedness of the Parent Guarantor or any Guarantor arising pursuant to any Permitted Tax Restructuring, subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”;

(17) Indebtedness owed to the seller of any business or assets permitted to be acquired by the Parent Guarantor or any Restricted Subsidiary under this Indenture;

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provided that the aggregate amount of Indebtedness Incurred pursuant to this clause and then outstanding will not exceed $80 million;

(18) obligations in respect of Disqualified Stock in an amount not to exceed $75 million outstanding at any time;

(19) up to $60 million of liquidation preference or stated value of the iHeart Operations Preferred Stock, provided that, for the avoidance of doubt, the $60 million of liquidation preference or stated value cannot increase due to any anti-dilution or other similar terms of such preferred stock;

(20) Indebtedness permitted to remain outstanding under the Bankruptcy Plan, the Company’s guarantee of performance under the Transition Services Agreement and Indebtedness arising therefrom as well as Indebtedness from the Company’s indemnification obligations under the Tax Matters Agreement, and any Refinancing Indebtedness in respect thereof; and

(21) Indebtedness incurred by the Parent Guarantor or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are deposited with the Trustee within five (5) Business Days to satisfy or discharge the Notes or exercise the Company’s legal defeasance or covenant defeasance, in each case, in accordance with this Indenture.

(c) For purposes of determining compliance with, and the outstanding amount of any particular Indebtedness, Disqualified Stock or Preferred Stock, Incurred or issued pursuant to and in compliance with, this SECTION 3.2:

(1) in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in SECTIONS 3.2(a) and 3.2(b), the Parent Guarantor, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in SECTION 3.2(a) or one of the clauses of SECTION 3.2(b); provided that Indebtedness outstanding on the Issue Date under the Credit Agreement shall be treated as incurred under SECTION 3.2(b)(1) and may not be reclassified;

(2) additionally, except as set forth in SECTION 3.2(c)(1) above, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to any type of Indebtedness described in SECTIONS 3.2(a) and 3.2(b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification;

(3) in the case of any Refinancing Indebtedness, such Indebtedness shall not include the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing;

(4) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

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(5) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to of SECTION 3.2(a) or SECTION 3.2(b) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;

(6) the amount of any Disqualified Stock of the Parent Guarantor or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the liquidation preference thereof on the date of issuance;

(7) Indebtedness, Disqualified Stock or Preferred Stock, permitted by this SECTION 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness, Disqualified Stock or Preferred Stock, but may be permitted in part by one such provision and in part by one or more other provisions of this SECTION 3.2 permitting such Indebtedness, Disqualified Stock or Preferred Stock; and

(8) the amount of Indebtedness issued at a price less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP.

(d) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness or the issuance of Disqualified Stock or Preferred Stock for purposes of this SECTION 3.2.

(e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by such Restricted Subsidiary of the Parent Guarantor as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this SECTION 3.2, the Parent Guarantor shall be in default of this SECTION 3.2).

(f) For purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing.

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(g) Notwithstanding any other provision of this SECTION 3.2, the maximum amount of Indebtedness that the Parent Guarantor or a Restricted Subsidiary may Incur pursuant to this SECTION 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

(h) The Parent Guarantor will not, and will not permit the Company or any Subsidiary Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Parent Guarantor, the Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Parent Guarantor, the Company or such Subsidiary Guarantor, as the case may be.

SECTION 3.3. Limitation on Restricted Payments.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1) declare or pay any dividend or make any distribution on or in respect of the Parent Guarantor’s, any Parent Entity’s or any Restricted Subsidiary’s Capital Stock (including any such payment in connection with any merger, amalgamation or consolidation involving the Parent Guarantor or any of its Restricted Subsidiaries) except:

(i) dividends or distributions payable in Capital Stock of the Parent Guarantor (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Parent Guarantor; and

(ii) dividends or distributions payable to the Parent Guarantor, any Parent Entity or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Parent Guarantor, any Parent Entity or another Restricted Subsidiary on no more than a pro rata basis);

(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Parent Guarantor or any Parent Entity of the Parent Guarantor held by Persons other than the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor;

(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness other than (i) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (ii) any Indebtedness Incurred pursuant to SECTION 3.2(b)(3)); or

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(4) make any Restricted Investment;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) is referred to herein as a “Restricted Payment”), if at the time the Parent Guarantor or such Restricted Subsidiary makes such Restricted Payment:

(i) an Event of Default shall have occurred and be continuing (or would result immediately thereafter therefrom);

(ii) the Parent Guarantor is not able to Incur an additional $1.00 of Indebtedness pursuant to SECTION 3.2(a) immediately after giving effect, on a pro forma basis, to such Restricted Payment; or

(iii) the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments made pursuant to SECTION 3.3(b)(1) (without duplication) but excluding all other Restricted Payments permitted by SECTION 3.3(b)) would exceed the sum of (without duplication):

(a) 100% of Consolidated EBITDA of the Parent Guarantor for the period (treated as one accounting period) from the first day of the first fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Parent Guarantor are available (or, in the case such Consolidated EBITDA is a deficit, minus 100% of such deficit) less 1.4 times Fixed Charges for the Parent Guarantor and its Restricted Subsidiaries for the same period, provided that immediately after giving effect, on a pro forma basis, to such Restricted Payment, the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would be 6.25 to 1.00;

(b) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent Guarantor since the Issue Date (a) from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or (b) as the result of a merger or consolidation with another Person subsequent to the Issue Date or (c) otherwise contributed to the equity (in each case other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor or a Restricted Subsidiary (including the aggregate principal amount of any Indebtedness of the Parent Guarantor or a Restricted Subsidiary contributed to the Parent Guarantor or a Restricted Subsidiary for cancellation) or that becomes part of the capital of the Parent Guarantor or a Restricted Subsidiary through consolidation or merger subsequent to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable

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securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Parent Guarantor for the benefit of its employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on SECTION 3.3(b)(6), and (z) Excluded Contributions);

(c) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent Guarantor or any Restricted Subsidiary from the issuance or sale (other than to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any Subsidiary for the benefit of their employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary) by the Parent Guarantor or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Parent Guarantor (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Parent Guarantor or any Restricted Subsidiary upon such conversion or exchange;

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Parent Guarantor, of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Parent Guarantor or a Restricted Subsidiary) of Restricted Investments made by the Parent Guarantor or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Guarantor or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Parent Guarantor or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale (other than to the Parent Guarantor or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted Investment and will increase the amount available under the applicable clause of the definition of “Permitted Investment”) or a dividend in cash from an Unrestricted Subsidiary after the Issue Date; and

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Parent Guarantor or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in

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such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Parent Guarantor at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged, amalgamated or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment that constituted a Permitted Investment.

(b) SECTION 3.3(a) will not prohibit any of the following (collectively, “Permitted Payments”):

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions of this Indenture as if it were and is deemed at such time to be a Restricted Payment at the time of such notice;

(2) (a) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock (“Treasury Capital Stock”) or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Parent Guarantor (other than Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Parent Guarantor; and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (15) of this SECTION 3.3(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Capital Stock of a Parent Entity) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness permitted to be Incurred pursuant to SECTION 3.2;

(4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Parent Guarantor or a Restricted Subsidiary, which in the case of the iHeart Operations Preferred Stock shall not exceed $60 million of liquidation preference or stated value of that preferred stock plus any applicable premium and accrued and unpaid dividends, made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Parent Guarantor or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to SECTION 3.2;

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(5) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary, which in the case of the iHeart Operations Preferred Stock shall not exceed $60 million of liquidation preference or stated value of such preferred stock plus any applicable premium and accrued and unpaid dividends:

(i) from Net Available Cash to the extent permitted under SECTION 3.5, but only if the Parent Guarantor shall have first complied with the terms described under SECTION 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or

(ii) to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock, following the occurrence of (i) a Change of Control (or other similar event described therein as a “change of control”) or (ii) an Asset Disposition (or other similar event described therein as an “asset disposition” or “asset sale”) but only if the Parent Guarantor shall have first complied with the terms described under SECTION 3.5 or SECTION 3.9, as applicable, and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or

(iii) consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition);

(6) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Parent Guarantor or of any Parent Entity held by any future, present or former employee, director or consultant of the Parent Guarantor, any of its Subsidiaries or of any Parent Entity (or permitted transferees, assigns, estates, trusts or heirs of such employee, director, contractor or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director, contractor or consultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made under this clause (6) do not exceed $40 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided further that such amount in any calendar year may be increased by an amount not to exceed:

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(i) the cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock or Excluded Contributions) of the Parent Guarantor and, to the extent contributed to the capital of the Parent Guarantor (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Entity, in each case to members of management, directors or consultants of the Parent Guarantor, any of its Subsidiaries or any Parent Entity that occurred after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of SECTION 3.3(a)(4)(iii); plus

(ii) the cash proceeds of key man life insurance policies received by the Parent Guarantor and its Restricted Subsidiaries after the Issue Date; less

(iii) the amount of any Restricted Payments made in previous calendar years pursuant to clauses (i) and (ii) of this clause (6); and provided further that cancellation of Indebtedness owing to the Parent Guarantor or any Restricted Subsidiary from any future, present or former members of management, directors, employees, contractors or consultants of the Parent Guarantor, or any Parent Entity or Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Parent Guarantor or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(7) the declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of SECTION 3.2;

(8) payments made or expected to be made by the Parent Guarantor or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Capital Stock by any future, present or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor or any Restricted Subsidiary or any Parent Entity and purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise, conversion or exchange of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof and payments in respect of withholding or similar taxes payable upon exercise or vesting thereof or payments in lieu of the issuance of fractional Capital Stock;

(9) dividends, loans, advances or distributions to any Parent Entity or other payments by the Parent Guarantor or any Restricted Subsidiary in amounts equal to (without duplication):

(i) the amounts required for any Parent Entity to pay any Parent Entity Expenses;

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(ii) amounts required for iHeartMedia to make payments of Tax Benefits (as defined in the Tax Matters Agreement) to Clear Channel Outdoor Holdings, Inc. under the Tax Matters Agreement; and

(iii) amounts constituting or to be used for purposes of making payments to the extent specified in SECTIONS 3.8(b)(2), 3.8(b)(3) and 3.8(b)(5);

(10) Permitted Tax Distributions;

(11) the declaration and payment of dividends in an amount not to exceed in any fiscal quarter the amount per share of dividends on the common stock or common equity interests of the Parent Guarantor or any Parent Entity paid by the Parent Guarantor or any Parent Entity in the prior fiscal quarter;

(12) the declaration and payment by the Parent Guarantor of, or loans, advances, dividends or distributions to any Parent Entity to make, quarterly dividends on such Parent Entity’s common stock or common equity interests or to pay for the purchase, repurchase, redemption or other acquisition or retirement of Capital Stock of such Parent Entity in an amount not to exceed $75 million per annum;

(13) payments by the Parent Guarantor of, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Capital Stock of the Parent Guarantor or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this SECTION 3.3 or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors of the Parent Guarantor);

(14) Restricted Payments that are made with Excluded Contributions;

(15) (i) the declaration and payment of dividends on Designated Preferred Stock of the Parent Guarantor issued after the Issue Date and (ii) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case of clause (i) hereof, the amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash Proceeds received by the Parent Guarantor or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Parent Guarantor), from the issuance or sale of such Designated Preferred Stock; provided further, in the case of clauses (i) and (ii), that for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Parent Guarantor would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in SECTION 3.2(a);

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(16) distributions, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock or Equity Interests in, or Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents) or proceeds thereof;

(17) [Reserved];

(18) any Restricted Payment made in connection with the Transactions and any costs and expenses (including all legal, accounting and other professional fees and expenses) related thereto or used to fund amounts owed to Affiliates in connection with the Transactions (including dividends to any Parent Entity of the Parent Guarantor to permit payment by such Parent Entity of such amounts);

(19) any Restricted Payments, so long as, immediately after giving pro forma effect to the payment of any such Restricted Payment and the Incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Leverage Ratio shall be no greater than 4.25 to 1.00;

(20) mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment;

(21) the redemption, defeasance, repurchase, exchange or other acquisition or retirement of Subordinated Indebtedness of the Parent Guarantor or any Guarantor in an aggregate amount at any one time outstanding taken together with all other redemptions, defeasances, repurchases, exchanges or other acquisitions or retirements of Subordinated Indebtedness made pursuant to this clause not to exceed the greater of $170 million and 17.5% of LTM EBITDA at the time of such redemption, defeasance, repurchase, exchange or other acquisition or retirement of Subordinated Indebtedness;

(22) payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, that complies with SECTION 4.1 hereof;

(23) Restricted Payments to a Parent Entity to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by the Parent Guarantor; provided that (a) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (b) such Parent Entity shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the capital of the Parent Guarantor or one of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into the Parent Guarantor or one of its Restricted Subsidiaries (to the extent not prohibited by SECTION 4.1) to consummate such Investment, (c) such Parent Entity and its Affiliates (other than the Parent Guarantor or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Parent Guarantor or a Restricted Subsidiary could have given such consideration or made such

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payment in compliance with this Indenture, (d) any property received by the Parent Guarantor shall not increase amounts available for Restricted Payments pursuant to clause (c) of the preceding paragraph and (e) such Investment shall be deemed to be made by the Parent Guarantor or such Restricted Subsidiary pursuant to another provision of this SECTION 3.3(b) (other than pursuant to SECTION 3.3(b)(14) hereof) or pursuant to the definition of “Permitted Investment” (other than pursuant to clause (12) thereof);

(24) Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $200 million and 2.5% of Total Assets at such time; provided that, there shall not exist any Default or Event of Default at the time of the making of any such Restricted Payment or which would result from the making of any such Restricted Payment;

(25) any Restricted Payment made in connection with the declaration and payment of dividends payable under the iHeart Operations Preferred Stock (provided that the liquidation preference or stated value of such preferred stock does not exceed $60 million), and any accrued unpaid dividend, or premium thereon, or any securities issued as a replacement therefor so long as such securities do not exceed $60 million in liquidation preference, stated value or principal amount, and their terms, taken as a whole, are not materially adverse to the Holders as compared to the terms of the iHeart Operations Preferred Stock or a replacement thereof (as determined in good faith by the Company);

(26) any Restricted Payment made for the redemption of the iHeart Operations Preferred Stock in an amount up to $60 million of stated or liquidation preference of such iHeart Operations Preferred Stock as of the date of issuance or, any securities issued as a replacement therefor so long as such securities do not exceed $60 million in liquidation preference, stated value or principal amount, and their terms taken as a whole, are not materially adverse to the Holders as compared to the terms the of iHeart Operations Preferred Stock or a replacement thereof, and accrued and unpaid dividends thereon to the redemption date thereof, and any underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) related thereto; and

(27) any Restricted Payment made in connection with a Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring.”

(c) For purposes of determining compliance with this SECTION 3.3, in the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Permitted Payments described in clauses (1) through (27) of SECTION 3.3(b), or is permitted pursuant to SECTION 3.3(a), and/or one or more of the clauses contained in the definition of “Permitted Investments,” the Parent Guarantor will be entitled to classify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this SECTION 3.3, including as an Investment pursuant to one or more of the clauses contained in the definition of “Permitted Investments.”

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(d) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Parent Guarantor acting in good faith.

(e) [Reserved].

(f) For the avoidance of doubt, this covenant shall not restrict the making of any so-called “AHYDO catch-up payment” with respect to, and required by the terms of, any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries permitted to be Incurred under this Indenture.

SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries.

(a) The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary (that is not the Company) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other Obligations owed to the Parent Guarantor or any Restricted Subsidiary;

(2) make any loans or advances to the Parent Guarantor or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its property or assets to the Parent Guarantor or any Restricted Subsidiary;

provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.

(b) SECTION 3.4(a) shall not prohibit:

(1) any encumbrance or restriction pursuant to (a) any Credit Facility, (b) the Senior Notes or (c) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date;

(2) any encumbrance or restriction pursuant to the Note Documents, the Collateral Documents and the Intercreditor Agreements;

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(3) any encumbrance or restriction pursuant to applicable law, rule, regulation or order;

(4) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, amalgamated, consolidated or otherwise combined with or into the Parent Guarantor or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Parent Guarantor or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Parent Guarantor or was merged, amalgamated, consolidated or otherwise combined with or into the Parent Guarantor or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date, which encumbrance or restriction only applies to the Person so acquired and its Subsidiaries (or their respective property or assets) or the property or assets so acquired; provided that, for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Parent Guarantor or any Restricted Subsidiary when such Person becomes the Successor Company;

(5) any encumbrance or restriction:

(i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement;

(ii) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture and the Collateral Documents or securing Indebtedness of the Parent Guarantor or a Restricted Subsidiary permitted under this Indenture and the Collateral Documents to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements;

(iii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Parent Guarantor or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent Guarantor or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Parent Guarantor or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or

(iv) pursuant to customary provisions restricting dispositions of Real Property interests set forth in any reciprocal easement agreements of the Parent Guarantor or any Restricted Subsidiary;

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(6) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture and the Collateral Documents, in each case, that impose encumbrances or restrictions on the property so acquired;

(7) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Parent Guarantor or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(8) customary provisions in leases, licenses, shareholder agreements, joint venture agreements and other similar agreements, organizational documents and instruments;

(9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority;

(10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business or consistent with past practice;

(11) any encumbrance or restriction pursuant to Swap Obligations;

(12) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to SECTION 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;

(13) [Reserved];

(14) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred pursuant to SECTION 3.2 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the Credit Agreement, the ABL Credit Agreement or the Senior Notes Indenture, in each case, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by the Parent Guarantor) and where, in the case of clause (ii), either (a) the Parent Guarantor determines in good faith at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal, premium (if applicable) or interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument;

(15) any encumbrance or restriction existing by reason of any Lien permitted under SECTION 3.6; or

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(16) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) to (15) of this SECTION 3.4(b) or this clause (16) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1) to (15) of this SECTION 3.4(b) or this clause (16); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Parent Guarantor).

SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock.

(a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

(1) the Parent Guarantor or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Parent Guarantor, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);

(2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap) with a purchase price in excess of $100 million and 10.0% of LTM EBITDA, at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Parent Guarantor or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided, however, to the extent that any assets subject to such Asset Disposition were Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Documents in accordance with the requirements of this Indenture; and

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied, either:

(i) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash,

(a) to prepay, repay or purchase any Indebtedness that is secured by a First Priority Lien (including, to the extent secured by a First Priority Lien, the Indebtedness under the Credit Agreement or ABL Credit Agreement incurred pursuant to SECTION 3.2(a) (or any Refinancing Indebtedness in respect thereof)); or

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(b) to reduce Obligations under the Notes as provided under SECTION 5.7, through open market purchases or by making an Asset Disposition Offer; or

(c) to prepay, repay or purchase Pari Passu Indebtedness; provided that the Parent Guarantor or such Restricted Subsidiary, as applicable, shall equally and ratably reduce to reduce Obligations under the Notes (A) through open market purchases, (B) by redeeming Notes as provided under SECTION 5.7, or (C) by making an Asset Disposition Offer; or

(ii) to the extent the Parent Guarantor or any Restricted Subsidiary elects to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Parent Guarantor or another Restricted Subsidiary) within 365 days from the later of (a) the date of such Asset Disposition and (b) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event of any Acceptable Commitment is later cancelled or terminated for any reason before such amount is applied in connection therewith, the Parent Guarantor or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall constitute Excess Proceeds;

provided that, (1) pending the final application of the amount of any such Net Available Cash in accordance with clauses (i) and (ii) of SECTION 3.5(a)(3), the Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture; and (2) the Parent Guarantor (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that if the assets subject to the disposition constituted Collateral, such Additional Assets are pledged as Collateral in accordance with the requirements of this Indenture) such investment shall be made no earlier than the earliest of written notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with SECTION 3.5(a)(3)(ii) with respect to such Asset Disposition.

(b) The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the day following 18 months after the later of an Asset Disposition or the receipt of such Net Available Cash, or earlier if the Parent Guarantor elects, if the aggregate amount of Excess Proceeds under this Indenture

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exceeds $75 million, the Parent Guarantor will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Parent Guarantor elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $100.00 and in integral multiples of $1.00. The Parent Guarantor will deliver notice of such Asset Disposition Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. The Parent Guarantor may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by making an Asset Disposition Offer with respect to all Net Available Cash within the relevant 365 day period (or such longer period provided above) or with respect to any unapplied Excess Proceeds.

(c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Parent Guarantor may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness, provided that no Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Parent Guarantor may, at its option, make an Asset Disposition Offer using proceeds from any Asset Disposition at any time after the consummation of such Asset Disposition. Upon consummation or expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Parent Guarantor may use such Net Available Cash for any purpose not prohibited by this Indenture.

(d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually received by the Parent Guarantor upon converting such portion into Dollars.

Notwithstanding any other provisions of SECTION 3.5,

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(i) (A) to the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law or subject to other onerous organizational or administrative impediments (as determined in good faith by the Parent Guarantor), from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law, documents or administrative impediments will not permit repatriation to the United States, provided that the Parent Guarantor hereby agrees to use reasonable efforts to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law or other impediment to permit such repatriation; and (B) if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law or other impediment, such repatriation will be promptly effected and the amount of such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs) in compliance with this covenant; and

(ii) to the extent that the Parent Guarantor has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent Guarantor, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including as a result of a tax dividend, deemed dividend or a withholding tax, but taking into account any corresponding or related foreign tax credit or other similar benefit that may be available, the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default.

(e) For the purposes of SECTION 3.5(a)(2) hereof, the following will be deemed to be cash:

(1) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent Guarantor or a Restricted Subsidiary (other than Subordinated Indebtedness of the Parent Guarantor, the Company or a Guarantor) and the release of the Parent Guarantor or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition;

(2) securities, notes or other obligations received by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor from the transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;

(3) Indebtedness (other than the Subordinated Indebtedness) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Parent Guarantor and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition;

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(4) consideration consisting of Indebtedness of the Parent Guarantor or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent Guarantor or any Restricted Subsidiary; and

(5) any Designated Non-Cash Consideration received by the Parent Guarantor or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this SECTION 3.5 that is at that time outstanding, not to exceed the greater of $150 million and 15.0% of LTM EBITDA (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(f) Upon the commencement of an Asset Disposition Offer, the Company shall send, or cause to be sent, a written notice to the Trustee and to each Holder at its registered address, or deliver otherwise in accordance with the applicable procedures of the Depositary. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, shall state:

(1) that the Asset Disposition Offer is being made pursuant to this SECTION 3.5 and that, to the extent lawful, all Notes tendered and not withdrawn shall be accepted for payment (unless prorated);

(2) the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices are delivered (the “Asset Sale Payment Date”);

(3) that any Notes not tendered or accepted for payment shall continue to accrue interest in accordance with the terms thereof;

(4) that, unless the Company default in making such payment, any Notes accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Sale Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice at least three Business Days before the Asset sale Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than two Business Days prior to the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

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(7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Disposition payment amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $100.00 or integral multiples of $1.00 shall be purchased); and

(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry).

(g) If the Asset Sale Payment Date is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer.

(h) On the Asset Sale Payment Date, the Company will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Asset Disposition Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Asset Disposition payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.

(i) To the extent that the provisions of any securities laws or regulations, including Rule 14e-l under the Exchange Act, conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

SECTION 3.6. Limitation on Liens. The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien (except Permitted Liens) (each, an “Initial Lien”) that secures obligations under any Indebtedness or any related guarantee of Indebtedness, upon any asset or property of the Parent Guarantor, the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

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(2) in all other cases, the Notes or the Guarantees are equally and ratably secured,

except that the foregoing shall not apply to Liens securing the Notes and the Note Guarantees.

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

SECTION 3.7. Limitation on Guarantees.

(a) The Parent Guarantor will not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Parent Guarantor or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, any Credit Facility), other than the Company or a Subsidiary Guarantor, including upon (x) the formation or acquisition of any new direct or indirect Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary) by the Parent Guarantor, (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in accordance with SECTION 3.14 of an Unrestricted Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary (any such subsidiary, a “New Restricted Subsidiary”), to Guarantee the payment of, or incur, (A) any Indebtedness under any Credit Facility or (B) any capital markets debt securities of the Parent Guarantor, the Company or a Subsidiary Guarantor, in each case, unless such Restricted Subsidiary within 60 days after such formation, acquisition, cessation or designation:

(i) executes and delivers a supplemental indenture to this Indenture providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Parent Guarantor, the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee of the Notes; and

(ii) to the extent any of such Guarantor’s assets would constitute Collateral, executes and delivers a supplement or joinder to the Collateral Documents or new Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder:

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(A) to cause each such New Restricted Subsidiary that is required to become a Guarantor pursuant to this SECTION 3.7 to duly execute and deliver to the Collateral Agent joinders to the Senior Secured Notes Security Agreement Supplements (with respect to any Domestic Guarantor), Intellectual Property Security Agreements, Mortgages, each Intercreditor Agreement, if applicable, and other security agreements and documents (including, with respect to such Mortgages, the documents listed in SECTION 12.14), as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent with the Mortgages, Senior Secured Notes Security Agreement and other Collateral Documents in effect on the Issue Date), in each case granting Liens required by the Collateral Requirement;

(B) to cause each such New Restricted Subsidiary that is required to become a Guarantor pursuant to this SECTION 3.7 to deliver any and all certificates representing Equity Interests in such New Restricted Subsidiary (to the extent certificated or constituting “certificated securities”) and intercompany notes that are required to be pledged pursuant to the Collateral Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C) to take and cause any such New Restricted Subsidiary that is a new Guarantor pursuant to this SECTION 3.7 to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and Intellectual Property Security Agreements, and delivery of Pledged Equity and Pledged Debt, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent valid and perfected Liens securing the Senior Secured Notes Obligations to the extent required by the Collateral Requirement, and to otherwise comply with the requirements of the Collateral Requirement;

(iii) if reasonably requested by the Collateral Agent, within sixty (60) days after such request (or such longer period as the Trustee may agree in writing in its discretion), delivers to the Trustee a signed copy of an Opinion of Counsel;

(iv) as promptly as practicable after the request therefor by the Collateral Agent, delivers to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Company or any Guarantor or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Trustee any existing environmental assessment report whose disclosure to the Trustee would require the consent of a Person other than the Company, a Guarantor, or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Company, such Guarantor or such Subsidiary to obtain such consent, such consent cannot be obtained; and

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(v) if reasonably requested by the Collateral Agent, within sixty (60) days after such request (or such longer period as the Collateral Agent may agree in writing in its discretion), delivers to the Collateral Agent any other items necessary from time to time to satisfy the Collateral Requirement with respect to perfection and existence of security interests with respect to After-Acquired Property of any Guarantor acquired after the Issue Date and subject to the Collateral Requirement, but not specifically covered by the preceding clauses (ii), (iii) or (iv) or clause (b) below;

provided that this SECTION 3.7 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

(b) The Parent Guarantor may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor (an “Electing Guarantor”), in which case, such Subsidiary shall not be required to comply with the time periods described in this SECTION 3.7 and in the definition of “Collateral Requirement” and such Guarantee may be released at any time in the Company’s sole discretion, if, at the time of release, such Subsidiary would not be required to Guarantee the Notes.

SECTION 3.8. Limitation on Affiliate Transactions.

(a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided for such transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) in the event any Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 million, the terms of such transaction have been approved by a majority of the Disinterested Directors.

(b) SECTION 3.8(a) shall not apply to:

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(1) any Restricted Payment permitted to be made pursuant to SECTION 3.3 or any Permitted Investment;

(2) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent Guarantor, any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Parent Guarantor;

(3) any Management Advances and any waiver or transaction with respect thereto;

(4) (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise permitted under this Indenture;

(5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current and former directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary;

(6) the entry into and performance of obligations of the Parent Guarantor or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date;

(7) [Reserved];

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(8) transactions with customers, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor or the relevant Restricted Subsidiary, or are on terms, taken as a whole, no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;

(9) any transaction between or among the Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor or an Associate that would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Affiliate or Associate;

(10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Parent Guarantor or any Restricted Subsidiary;

(11) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Transactions;

(12) transactions in which the Parent Guarantor or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION 3.8(a)(1);

(13) the existence of, or the performance by the Parent Guarantor or any Restricted Subsidiaries of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Parent Guarantor or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects;

(14) any purchases by the Parent Guarantor’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor or any of the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent Guarantor’s Affiliates; provided that such purchases by the Parent Guarantor’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent Guarantor’s Affiliates;

(15) (i) investments by Affiliates in securities of the Parent Guarantor or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Parent Guarantor or such Restricted Subsidiary generally to other non-Affiliated third

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party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities of the Parent Guarantor or any of its Restricted Subsidiaries contemplated in subclause (i) or that were acquired from Persons other than the Parent Guarantor and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities;

(16) [Reserved];

(17) payments made, Indebtedness and Disqualified Stock issued (and cancellation of any thereof) of the Parent Guarantor and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith;

(18) [Reserved];

(19) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under SECTION 3.5 hereof or entered into with any Business Successor, in each case, that the Parent Guarantor determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries or otherwise on customary terms for such type of arrangements in connection with similar transactions;

(20) transactions pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan;

(21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”;

(22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directors; and

(23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

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SECTION 3.9. Change of Control.

(a) If a Change of Control occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes as described under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of this Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of this SECTION 3.9. Within 30 days following any Change of Control, the Company will deliver or cause to be delivered a notice of such Change of Control Offer, electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below:

(1) that a Change of Control Offer is being made pursuant to this SECTION 3.9, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Company default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

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(7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $100.00 or any integral multiple of $1.00;

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by the Company, consistent with this SECTION 3.9, that a Holder must follow.

The Paying Agent will promptly deliver to each Holder of the Notes tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $100.00 or an integral multiple of $1.00. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.

(b) On the Change of Control Payment Date, the Company will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.

(c) The Company will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption of all outstanding Notes has been given pursuant to SECTION 5.7 hereof, unless and until there is a

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default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary in this SECTION 3.9, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

(d) Notwithstanding anything to the contrary in this Indenture, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior Company notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

(e) While the Notes are in global form and the Company make an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.

(f) To the extent that the provisions of any securities laws, rules or regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. The Company may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.

SECTION 3.10. Reports.

(a) Notwithstanding that the Parent Guarantor may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Parent Guarantor will furnish to the Trustee, within 10 days after the time periods specified below:

(1) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Parent Guarantor’s independent registered public accounting firm;

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(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year (beginning with the fiscal quarter ended June 30, 2019), all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and

(3) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Parent Guarantor had been a reporting company under Section 15(d) of the Exchange Act); provided, that the foregoing shall not obligate the Parent Guarantor to (i) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Parent Guarantor determines in its good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Parent Guarantor and its Restricted Subsidiaries taken as a whole or (ii) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K:

(i) the entry into or termination of material agreements;

(ii) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X;

(iii) the sale of equity securities;

(iv) bankruptcy;

(v) cross-default under direct material financial obligations;

(vi) a change in the Parent Guarantor’s certifying independent auditor;

(vii) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K);

(viii) non-reliance on previously issued financial statements;

(ix) change of control transactions;

(x) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and

(xi) material impairments;

in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Parent Guarantor shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP”

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financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that [ ]¹, if the Parent Guarantor has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Parent Guarantor, then the annual and quarterly information required by clauses (1) and (2) above shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Parent Guarantor will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Parent Guarantor will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under SECTION 6.1 if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Parent Guarantor shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to SECTION 3.10(a), the Parent Guarantor shall post copies of such information required by SECTION 3.10(a) on a website (which may be nonpublic and may be maintained by the Parent Guarantor or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Parent Guarantor. To the extent the Parent Guarantor determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Parent Guarantor may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Company’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

¹  NTD: Guarantor/Non-Guarantor selected data under discussion.

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Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, will for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest will be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest will cease to accrue and the Notes will be subject to the other remedies provided in SECTION 6.1.

(c) The Parent Guarantor will also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Parent Guarantor’s (or as applicable, any of any Parent Entity’s) equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Parent Guarantor and not later than 20 Business Days from the time that the Parent Guarantor distributes the financial information as set forth in SECTION 3.10(a). The Parent Guarantor will issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call provided however that such press release can be distributed solely to certified users of the website described in the second preceding paragraph.

(d) The Parent Guarantor may satisfy its obligations under SECTION 3.10 with respect to financial information relating to the Parent Guarantor by furnishing financial information relating to a Parent Entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such Parent Entity, on the one hand, and the information relating to the Parent Guarantor and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.

(e) Notwithstanding anything to the contrary set forth above, if the Parent Guarantor or any Parent Entity of the Parent Guarantor has furnished the Holders of Notes and filed with the SEC the reports described in the preceding paragraphs with respect to the Parent Guarantor or any Parent Entity, the Parent Guarantor shall be deemed to be in compliance with SECTION 3.10(a).

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SECTION 3.11. Maintenance of Office or Agency. The Company will maintain an office or agency in the United States where the Notes will be payable and where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be made. The corporate trust office of the Trustee, which initially shall be located at 333 Commerce Street, Suite 800, Nashville, Tennessee, shall be such office or agency of the Company unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made at the corporate trust office of the Trustee, and the Company hereby appoint the Trustee as its agent to receive all such presentations and surrenders.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation. The Company will give written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. The office of the Trustee shall not be an office or agency of the Company for service of process on the Company or any Guarantor.

SECTION 3.12. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate, stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default, that a review of the activities of the Company during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer’s Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such knowledge, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company shall comply with Section 314(a)(4) of the Trust Indenture Act.

SECTION 3.13. Further Instruments and Acts. Upon request of the Trustee or as necessary to comply with future developments or requirements, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.14. Statement by Officers as to Default. The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company become aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Company is taking or propose to take with respect thereto.

SECTION 3.15. Suspension of Certain Covenants.

(a) Following the first day: (1) the Notes have achieved Investment Grade Status; and (2) no Default or Event of Default has occurred and is continuing under this Indenture, then, beginning on that day and continuing until the Reversion Date (as defined below), the Parent Guarantor and the Restricted Subsidiaries will not be subject to SECTIONS 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and 4.1(a)(3) (collectively, the “Suspended Covenants”).

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(b) If at any time the Notes cease to have such Investment Grade Status, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (such date, the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that, on the Reversion Date, no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Notes Guarantees with respect to the Suspended Covenants during the Suspension Period (as defined below) based on, and none of the Parent Guarantor or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period solely with respect to the Suspended Covenants, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.”

(c) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under SECTION 3.2(b)(4). On the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under SECTION 3.3 will be made as though SECTION 3.3 had been in effect since the Issue Date and prior to, but not during the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under SECTION 3.3(a). All obligations to grant Guarantees shall be reinstated upon the Reversion Date.

(d) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status. The Company or the Parent Guarantor shall give the Trustee written notice upon the occurrence of a covenant suspension or any Reversion Date.

SECTION 3.16. Designation of Restricted and Unrestricted Subsidiaries.

(a) The Parent Guarantor may designate any Restricted Subsidiary (other than the Company and other than as set forth in clause (b) below) to be an Unrestricted Subsidiary provided that any such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments pursuant to SECTION 3.3 or under one or more clauses of the definition of Permitted Investments, as

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determined by the Parent Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary provided that any such redesignation would not cause a Default. Notwithstanding anything to the contrary contained herein, the Parent Guarantor may not designate the Company as an Unrestricted Subsidiary.

(b) No Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Broadcast Licenses, Broadcast Stations or material intellectual property or other material property or assets necessary at such time to the operation of the business of the Parent Guarantor and its Restricted Subsidiaries, and no Unrestricted Subsidiary may own Capital Stock, or hold Indebtedness, of the Parent Guarantor, the Company or any Restricted Subsidiary.

(c) Any designation of a Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by SECTION 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under SECTION 3.2, the Parent Guarantor will be in default of SECTION 3.2.

(d) The Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Guarantor; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under SECTION 3.2 (including pursuant to clause (b)(5) thereof treating such redesignation as an acquisition for the purposes of such clause), calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Parent Guarantor shall be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions.

SECTION 3.17. Payment of Taxes. The Parent Guarantor shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all income and other material taxes, assessments and governmental charges levied or imposed upon or with respect to the Parent Guarantor or any Restricted Subsidiary or any of their income, profits or assets; provided, however, that the Parent Guarantor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate actions and for which appropriate reserves, are being maintained as and to the extent required in accordance with GAAP.

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SECTION 3.18. Business of the Parent Guarantor and Restricted Subsidiaries. The Parent Guarantor and its Restricted Subsidiaries will not materially alter their business from the business conducted by the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, on the Issue Date and other business activities which are extensions thereof or otherwise similar, incidental, complementary, synergistic, reasonably related, or ancillary to any of the foregoing or constitute any Similar Business, in each case as determined by the Parent Guarantor in good faith.

SECTION 3.19. Corporate Existence. Except as otherwise provided in ARTICLE IV and subject to the ability of the Parent Guarantor or any of the Restricted Subsidiaries to convert (or similar action) to another form of legal entity under the laws of the jurisdiction under which the Parent Guarantor or such Subsidiary then exists, as applicable, the Parent Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary unless otherwise permitted by this Indenture.

ARTICLE IV

SUCCESSOR COMPANY; SUCCESSOR PERSON

SECTION 4.1. Merger and Consolidation.

(a) The Company will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to any Person, unless:

(1) the resulting surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Company) will expressly assume via a supplemental indenture all the obligations of Company under the Notes, this Indenture, the Collateral Documents and the Intercreditor Agreements;

(2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(3) immediately after giving effect to such transaction and the related financing transaction (including the use of proceeds therefrom), either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to SECTION 3.2(a) or (ii) the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and

(4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (on which the Trustee may conclusively rely), each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form reasonably satisfactory to the Trustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact.

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For purposes of SECTION 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Any reference to the merger, amalgamation or consolidation of the Company or any other entity, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or any other entity, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect.

(b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes or this Indenture.

(c) Notwithstanding SECTIONS 4.1(a)(2), 4.1(a)(3) and 4.1(a)(4) (which do not apply to transactions referred to in this sentence), (a) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (b) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to the Company, provided the Company is the Successor company in any such transaction, (c) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (d) the Parent Guarantor and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding SECTIONS 4.1(a)(2) and 4.1(a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company.

(d) The foregoing provisions (other than the requirements of SECTION 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Company.

(e) The Parent Guarantor may not

(1) consolidate with or merge or amalgamate with or into any Person, or

(2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or

(3) permit any Person to merge or amalgamate with or into the Parent Guarantor, unless:

(i) the Parent Guarantor is the continuing Person,

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(ii) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Parent Guarantor under the Parent Guarantee, and

(iii) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing.

(f) Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence) (i) the Parent Guarantor may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to a Guarantor and (ii) any Restricted Subsidiary of the Parent Guarantor may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Parent Guarantor. Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence), the Parent Guarantor may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Parent Guarantor, reincorporating the Parent Guarantor in another jurisdiction, or changing the legal form of the Parent Guarantor, provided, in each case, that any such transaction does not lessen or negatively alter the form and substance of the Guarantee of the Parent Guarantor or the obligations of the Parent Guarantor and the Company under this Indenture, the Notes and the Note Guarantees, as the case may be.

(g) [Reserved].

(h) No Subsidiary Guarantor may

(1) consolidate with or merge or amalgamate with or into any Person, or

(2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or

(3) permit any Person to merge or amalgamate with or into such Subsidiary Guarantor, unless

(i) the other Person is the Parent Guarantor, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or

(ii) (1) either (x) the Company or a Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture; and (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or

(iii) the transaction constitutes a sale or other disposition (including by way of consolidation, merger or amalgamation) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) otherwise permitted by this Indenture.

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(i) Notwithstanding SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), any Subsidiary Guarantor may (i) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor, reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor, which purpose is evidenced in a board resolution adopted by the Board of Directors of the Subsidiary Guarantor, and (iii) complete any Permitted Tax Restructuring, subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring.” Notwithstanding anything to the contrary in SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), the Parent Guarantor may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor provided, in each case, that, except as otherwise permitted under SECTION 10.2(b) or other provisions of this Indenture, any such transaction does not lessen or negatively alter the form and substance of the Guarantee of the Subsidiary Guarantor or the obligations of the Subsidiary Guarantor and the Company under this Indenture, the Notes and the Note Guarantees, as the case may be.

ARTICLE V

REDEMPTION OF NOTES

SECTION 5.1. Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of SECTION 5.7 hereof, it must furnish to the Trustee an Officer’s Certificate setting forth the following, at least five (5) days before the notice of redemption is sent to Holders of the Notes pursuant to SECTION 5.3 (or such shorter period as the Trustee may agree):

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

The Company may cancel any optional redemption referenced in such Officer’s Certificate at any time prior to notice of redemption being sent to any Holder and thereafter such Officer’s Certificate shall be null and void.

SECTION 5.2. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased at any time, the Trustee will select the Notes for redemption or purchase in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed and in compliance with the requirements of DTC in the case of global notes, or if Notes are not so listed or such exchange prescribes no method of selection and such Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption; provided, however, that no Note of $1.00 in aggregate principal amount or less shall be redeemed in part.

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SECTION 5.3. Notice of Redemption.

(a) At least 15 days but not more than 60 days before a redemption date, the Company will send or cause to be sent, a notice of redemption to each Holder whose Notes are to be redeemed at the address of such Holder appearing in the Notes Register or otherwise in accordance with the procedures of DTC, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a legal or covenant defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to ARTICLES VIII or XI hereof.

The notice will identify the Notes (including the CUSIP or ISIN number) to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and

(9) any conditions to redemption.

(b) Notice of any redemption of the Notes may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

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(c) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption.

(d) At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee at least five (5) days prior to the date that such notice of redemption is to be delivered to Holders (or such shorter period as the Trustee may agree), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in SECTION 5.3(a) in the form of such notice.

SECTION 5.4. Effect of Notice of Redemption. Once notice of redemption is sent in accordance with hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price stated in such notice, as such date may be delayed, unless such redemption is cancelled as set forth in SECTION 5.3(b).

SECTION 5.5. Deposit of Redemption or Purchase Price. By 11:00 a.m. New York City time on the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent an amount of money sufficient in immediately available funds to pay the redemption or purchase price of and accrued interest, if any, on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest, if any, will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest up to the redemption date shall be paid on the redemption date to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in SECTION 3.1 hereof.

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SECTION 5.6. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of a Company Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided, that each such new Note will be in a principal amount of $100.00 or integral multiples of $1.00.

SECTION 5.7. Optional Redemption.

(a) At any time prior to May 1, 2022, the Company may redeem the Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the redemption date.

(b) At any time and from time to time prior to May 1, 2022, the Company may redeem Notes, at its option, with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 106.375% plus accrued and unpaid interest, to but excluding the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under this Indenture (including Additional Notes) remains outstanding immediately thereafter, excluding Notes held by the Company or any of the Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under SECTIONS 5.1 through 5.6.

(c) Except pursuant to clauses (a) and (b) of this SECTION 5.7 or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to May 1 , 2022. The Company will not, however, be prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture.

(d) At any time and from time to time on or after May 1, 2022, the Company may redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the year indicated below:

Year	Percentage
2022		103.1875	%
2023		101.5938	%
2024 and thereafter		100.0000	%

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(e) If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

(f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

SECTION 5.8. Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided however, that under certain circumstances, the Company may be required to offer to purchase Notes under SECTION 3.5 and SECTION 3.9. The Company and its Affiliates, may from time to time seek to purchase the Company’s outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default. Each of the following is an “Event of Default”:

(1) default in any payment of interest on any Note when due and payable, continued for 30 days;

(2) default in the payment of the principal amount of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

(3) failure by the Company or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in principal amount of the outstanding Notes with any agreement or obligation contained in this Indenture; provided that in the case of a failure to comply with this Indenture provisions described under SECTION 3.10 hereof, such period of continuance of such default or breach shall be 120 days after written notice described in this clause has been given;

(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or a Significant Subsidiary of the Parent Guarantor other than Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

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(i) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness (“payment default”); or

(ii) results in the acceleration of such Indebtedness prior to its stated final maturity (the “cross acceleration provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates to $100 million or more at any time outstanding;

(5) the Parent Guarantor or a Significant Subsidiary or group of Restricted Subsidiaries that, together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary) (the “bankruptcy provisions”)

(i) commences a voluntary case or proceeding;

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding;

(iii) consents to the appointment of a Custodian of it or for substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors;

(v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or

(vi) takes any comparable action under any foreign laws relating to insolvency;

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Parent Guarantor or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary, in an involuntary case;

(ii) appoints a Custodian of the Parent Guarantor or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary, for substantially all of its property;

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(iii) orders the winding up or liquidation of the Parent Guarantor or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; or

(iv) or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive days;

(7) failure by the Parent Guarantor or any Significant Subsidiary (or group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $100 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”);

(8) any Guarantee of the Notes by a Significant Subsidiary ceases to be in full force and effect, other than in accordance with the terms of this Indenture;

(9) (i) any Collateral Document or any material portion thereof, after delivery thereof pursuant to the terms of this Indenture or the Collateral Documents, shall for any reason (other than pursuant to the terms hereof and thereof including as a result of a transaction not prohibited under this Indenture) cease to be in full force and effect with respect to any material portion of the Collateral; or (ii) any security interest in any material portion of the Collateral created, or purported to be created, by any Collateral Document for any reason ceases to be enforceable and of the same effect and priority purported to be created thereby, (x) except to the extent that any such perfection or priority is not required pursuant to the terms of the definition of “Collateral Requirement” or any loss thereof results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file UCC continuation statements and (y) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(10) the failure by the Company or any Guarantor to comply for 60 days after notice with its other agreements contained in the Collateral Documents except for a failure that would not be material to the Holders of the Notes and would not materially affect the value of the Collateral taken as a whole (together with the defaults described in clauses (8) and (9) the “security default provisions”).

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SECTION 6.2. Acceleration.

(a) If an Event of Default (other than an Event of Default described in SECTION 6.1(a)(5) or 6.1(a)(6) with respect to the Parent Guarantor or the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the Company and the Trustee may declare the principal of, and accrued and unpaid interest on, all the Notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest will be due and payable immediately.

In the event of a declaration of acceleration of the Notes because an Event of Default described in SECTION 6.1(a)(4) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded if:

(1) the event of default or payment default triggering such Event of Default shall be remedied or cured, or waived by the holders of the Indebtedness; or

(2) the Indebtedness that gave rise to such Event of Default shall have been discharged in full,

in each case, within 30 days after the declaration of acceleration with respect thereto and the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. Any time period to cure any alleged default or Event of Default may be extended or stayed by a court of competent jurisdiction.

(b) If an Event of Default described in SECTION 6.1(a)(5) or SECTION 6.1(a)(6) with respect to the Parent Guarantor or the Company occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on, all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

(c) (i) If a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another Default that resulted solely because of that Initial Default will also be cured without any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed in SECTION 3.10 hereof or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

SECTION 6.3. Other Remedies. If an Event of Default occurs and is continuing and the Trustee is informed of such occurrence by the Company, the Trustee must give notice of the Default to the Holders within 60 days after being notified by the Company. Except in the case of a Default in the payment of principal of, or premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as the Trustee in good faith determines that withholding notice is in the interests of the Holders.

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The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), a past or an existing Default or Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal, premium, if any, or interest which may only be waived with the consent of each affected Holder or (ii) a Default or Event of Default in respect of a provision that under SECTION 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Company has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of SECTION 6.1(a), the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

SECTION 6.5. Control by Majority. Subject to certain exceptions, the terms of the Note Documents, the Collateral Documents and the Intercreditor Agreements may be amended, supplemented or otherwise modified with the consent of the Holders of a majority in principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) and any compliance with any provisions hereof may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to SECTIONS 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actions are unduly prejudicial to such Holders) or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by taking or not taking such action.

SECTION 6.6. Limitation on Suits. Subject to SECTION 6.7, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

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(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;

(3) such Holders have offered in writing and, if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, SECTION 6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest, if any, on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in SECTIONS 6.1(a)(1) or 6.1(a)(2) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest, if any, to the extent lawful) and the amounts provided for in SECTION 7.7.

SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, their Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a Trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under SECTION 7.7.

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No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

(a) Subject to the provisions of the Intercreditor Agreements and the Collateral Documents, if the Trustee collects any money or property pursuant to this ARTICLE VI it shall pay out the money or property in the following order:

FIRST: to the Trustee and Collateral Agent for amounts due to it under SECTION 7.7;

SECOND: to Holders for amounts due and unpaid on the Notes for principal of, or premium, if any, and interest, if any, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal of, or premium, if any, and interest, respectively; and

THIRD: to the Company, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.

(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this SECTION 6.10. At least 15 days before such record date, the Company shall send or cause to be sent to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This SECTION 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to SECTION 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing and is actually known by a Trust Officer, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

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(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture, the Notes, the Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform, on their face, to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this SECTION 7.1;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of this Indenture; and

(4) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e), (f) and (g) of this SECTION 7.1.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SECTION 7.1 and the provisions of the Trust Indenture Act.

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SECTION 7.2. Rights of Trustee. Subject to SECTION 7.1:

(a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Company.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel relating to this Indenture or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes in good faith and in accordance with the advice or opinion of such counsel.

(f) Except with respect to SECTION 3.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in ARTICLE 3 hereof. The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless a Trust Officer of the Trustee has received written notification thereof at the corporate trust office of the Trustee specified in SECTION 3.11, and such notice references the Notes and this Indenture.

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and to each agent, custodian and other Person employed to act hereunder.

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered, and if requested, provided, to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(i) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Trust Officer of the Trustee.

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(j) Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or willful misconduct on its part, conclusively rely upon an Officer’s Certificate.

(k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(m) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

(n) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by one Officer of the Company.

(o) The permissive rights of the Trustee to act hereunder shall not be construed as a duty.

(p) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes permitted to be given by them under this Indenture.

SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co registrar or co paying agent may do the same with like rights. However, the Trustee must comply with SECTIONS 7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.

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SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Company’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Company pursuant to the terms of this Indenture and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has received written notification thereof, the Trustee shall send electronically or by first class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 60 days after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of, or premium, if any, interest, if any, on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.6. Reports by Trustee to Holders of Notes. As promptly as practicable after each May 31st beginning with May 31st following the date of this Indenture, and for so long as the Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with Section 313(a) of the Trust Indenture Act (but if no event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Section 313(b)of the Trust Indenture Act. The Trustee shall also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act.

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Section 313(d) of the Trust Indenture Act. The Company shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee. The Company shall indemnify the Trustee, its officers, directors, employees and agents against any and all fees, loss, liability, damages, claims or expense, including taxes (other than taxes based upon the income of the Trustee) (including without limitation reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, as determined by a final, non-appealable order of a court of competent jurisdiction, on its part in connection with the administration of this trust and the performance of its duties hereunder and under the Notes, including the fees, costs and expenses of enforcing this Indenture (including this SECTION 7.7) and the Notes and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee

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shall notify the Company promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee and the Collateral Agent may each have separate counsel and the Company shall pay the fees and expenses of such counsel; provided that the Company shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense provided further that, the Company shall be required to pay the reasonable fees and expenses of such counsel in evaluating such conflict.

To secure the Company’s payment obligations in this SECTION 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture and the termination of this Indenture for any reason or the resignation or removal of the Trustee. The Trustee’s respective right to receive payment of any amounts due under this SECTION 7.7 shall not be subordinate to any other liability or Indebtedness of the Company.

The Company’s payment obligations pursuant to this SECTION 7.7 shall survive the discharge of this Indenture or the resignation or removal of the Trustee pursuant to SECTION 7.8 and any termination or rejection under any Bankruptcy Law. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a Default specified in SECTION 6.1(a)(5) or 6.1(a)(6), the fees and expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture Act to the extent applicable.

SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Company’s written consent, which consent will not be unreasonably withheld. The Company shall remove the Trustee if:

(1) the Trustee fails to comply with SECTION 7.10 hereof;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

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If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Company, promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee have been paid, and subject to the lien provided for in SECTION 7.7.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with SECTION 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the Trust Indenture Act, any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this SECTION 7.8, the Company’s obligations under SECTION 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee.

SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee that satisfies the requirements of Section 310(a)(1), (2) and (5) of the Trust Indenture Act in every respect. The Trustee shall have a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

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SECTION 7.11. Preferential Collection of Claims Against the Company. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.

SECTION 7.12. Trustee’s Application for Instruction from the Company. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Company actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

SECTION 7.13. Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver each Intercreditor Agreement and any other Collateral Documents in which the Trustee or the Collateral Agent, as applicable, is named as a party, including any Collateral Documents executed after the Issue Date, and in the case of the Trustee, to authorize the Collateral Agent to take any action permitted under the Notes Documents. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, each Intercreditor Agreement or any other Collateral Documents, the Trustee and the Collateral Agent each shall have all of the rights, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Company may, at its option and at any time, elect to have either SECTIONS 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth in this ARTICLE VIII.

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SECTION 8.2. Legal Defeasance and Discharge. Upon the Company’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.2, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth in SECTION 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of SECTION 8.5 hereof and the other SECTIONS of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees, this Indenture and the Collateral Documents (and the Trustee, on written demand of and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of Notes issued under this Indenture to receive payments in respect of the principal of, premium, if any, and interest, if any, on the Notes when such payments are due solely out of the trust referred to in SECTION 8.4 hereof;

(2) the Company’s obligations with respect to the Notes under ARTICLE II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and SECTION 3.11 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Company’s or Guarantors’ obligations in connection therewith; and

(4) this ARTICLE VIII with respect to provisions relating to Legal Defeasance.

Subject to compliance with this SECTION 8.2, the Company may exercise its option under SECTION 8.2 notwithstanding the prior exercise of its option under SECTION 8.3 hereof.

SECTION 8.3. Covenant Defeasance. Upon the Company’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.3, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, be released from each of their obligations under the covenants contained in SECTIONS 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.16, 3.17, 3.18 and SECTION 4.1 (except SECTION 4.1(a)(1) and SECTION 4.1(a)(2)) hereof with respect to the outstanding Notes on and after the date the conditions set forth in SECTION 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any

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such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under SECTION 6.1 hereof, but, except as specified in this SECTION 8.3, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under SECTION 8.1 hereof of the option applicable to this SECTION 8.3, subject to the satisfaction of the conditions set forth in SECTION 8.4 hereof, SECTIONS 6.1(a)(3) (solely with respect to the defeased covenants listed above), 6.1(a)(4), 6.1(a)(5), 6.1(a)(6), 6.1(a)(7) and 6.1(a)(8) hereof shall not constitute Events of Default.

SECTION 8.4. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either SECTIONS 8.2 or 8.3 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust (the “Defeasance Trust”) cash in Dollars or U.S. Government Obligations or a combination thereof for the payment without reinvestment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions confirming that:

(i) the Company have received from, or there has been published by, the United States Internal Revenue Service a ruling; or

(ii) since the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law;

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner, and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary assumptions and exclusions, the Holders, in their capacity as Holders, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Company; and

(5) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with.

SECTION 8.5. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to SECTION 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this SECTION 8.5, the “Trustee”) pursuant to SECTION 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to SECTION 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this ARTICLE VIII to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Obligations held by it as provided in SECTION 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under SECTION 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6. Repayment to the Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on their written request unless an abandoned property law designates another Person or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with

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respect to such trust money, and all liability of the Company as Trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or Dollars or U.S. Government Obligations in accordance with SECTIONS 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to SECTIONS 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with SECTIONS 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.1. Without Consent of Holders. Notwithstanding SECTION 9.2 of this Indenture, the Company, any Guarantor (with respect to its Note Guarantee or this Indenture), if applicable, the Trustee and the Collateral Agent may amend, supplement or modify the Note Documents or the Intercreditor Agreements (or enter into new Intercreditor Agreements), without the consent of any Holder, to:

(1) cure any ambiguity, omission, mistake, defect, error or inconsistency, or reduce the minimum denomination of the Notes;

(2) provide for the assumption by a successor Person of the obligations of the Company or a Guarantor under any Note Document or in connection with its compliance with SECTION 4.1;

(3) provide for uncertificated Notes in addition to or in place of certificated Notes;

(4) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary;

(5) make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect (as determined in the good faith of the Company);

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(6) comply with any requirement of the SEC in connection with the qualification or maintenance of the qualification of this Indenture under the Trust Indenture Act;

(7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes;

(8) to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Collateral Documents or the Intercreditor Agreements, as applicable;

(9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Document;

(10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect;

(11) to enter into additional or supplemental Collateral Documents or to provide for the release of Collateral from the Lien pursuant to this Indenture, the Collateral Documents or the Intercreditor Agreements in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements;

(12) secure Junior Priority Obligations or First Priority Obligations to the extent permitted under this Indenture, the Collateral Documents and the Intercreditor Agreements;

(13) comply with the rules and procedures of any applicable securities depositary; or

(14) make any amendment to the provisions of this Indenture, the Note Guarantees and/or the Notes as described in clause (i) to the proviso of the definition of GAAP.

Subject to SECTION 9.2 upon the request of the Company, or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents, or entry into a new Intercreditor Agreement, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in SECTIONS 9.6 and 13.4 hereof, the Trustee and the Collateral Agent, if applicable, will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents, or such new Intercreditor Agreement, unless such amended or supplemental indenture directly affects the

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Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents.

SECTION 9.2. With Consent of Holders.

(a) Except as provided in this SECTION 9.2, the Company, the Guarantors, the Trustee and the Collateral Agent, as applicable, may amend or supplement the Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to SECTIONS 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). SECTION 2.12 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this SECTION 9.2.

Upon the request of the Company, and upon the filing with the Trustee and the Collateral Agent (if applicable) of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in SECTIONS 9.6 and 13.4 hereof, the Trustee and the Collateral Agent, if applicable, will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents unless such amended or supplemental indenture or amendment or supplement to the other Note Documents directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent, if applicable, may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to the other Note Documents.

(b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment;

(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to SECTIONS 3.5 and 3.9);

(3) reduce the principal of or extend the Stated Maturity of any such Note;

(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in SECTION 5.7; provided, any amendment to the minimum notice requirement that is set forth in SECTION 5.3 may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

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(5) make any such Note payable in currency other than that stated in such Note;

(6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor;

(7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

(8) make any change in the provisions of an Intercreditor Agreement or this Indenture relating to the application of proceeds of Collateral that would adversely affect the Holders of Notes in any material respect; or

(9) make any change in the amendment or waiver provisions which require the Holders’ consent described in this SECTION 9.2.

In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Notes.

It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver of any Note Document, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

SECTION 9.3. Compliance with Trust Indenture Act. Every amendment, waiver or supplement to this Indenture or the Notes shall comply with the Trust Indenture Act as then in effect.

SECTION 9.4. Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described in this Section or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6. Trustee and Collateral Agent to Sign Amendments. The Trustee and Collateral Agent shall sign any amended or supplemental indenture or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents authorized pursuant to this ARTICLE IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Collateral Agent. In executing any amended or supplemental indenture or supplement to the Notes Documents, Intercreditor Agreement or any other Collateral Documents, the Trustee and the Collateral Agent will be entitled to receive and (subject to SECTIONS 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by SECTION 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Company or any Guarantor, as the case may be, in accordance with its terms.

ARTICLE X

GUARANTEE

SECTION 10.1. Guarantee. Subject to the provisions of this ARTICLE X, each of the Parent Guarantor and the other Guarantors hereby fully, unconditionally and irrevocably guarantees (the “Note Guarantees”), as primary obligor and not merely as surety, jointly and severally with each other Guarantor to each Holder of the Notes and to the Trustee, and its successors and assigns the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, fees, expenses, indemnities and all other obligations and liabilities of the Company under this Indenture (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, the Parent Guarantor or any other Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under SECTION 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of the Parent Guarantor and the other Guarantors agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Parent Guarantor or other Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Parent Guarantor and the other Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness.

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To evidence its Note Guarantee set forth in this SECTION 10.1, each of the Parent Guarantor and the other Guarantors hereby agrees that this Indenture shall be executed on behalf of such Parent Guarantor and the other Guarantors by an Officer of such Parent Guarantor or Guarantor.

Each of the Parent Guarantor and the other Guarantors hereby agrees that its Note Guarantee set forth in SECTION 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

Each of the Parent Guarantor and the other Guarantors further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this ARTICLE X notwithstanding any extension or renewal of any Guaranteed Obligation.

Each of the Parent Guarantor and the other Guarantors waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each of the Parent Guarantors and the other Guarantors waives notice of any default under the Notes or the Guaranteed Obligations.

Each of the Parent Guarantor and the other Guarantors further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.

Except as set forth in SECTION 10.2, the obligations of each of the Parent Guarantor and the other Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each of the Parent Guarantor and the other Guarantors shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Parent Guarantor or other Guarantor or would otherwise operate as a discharge of such Parent Guarantor or other Guarantor as a matter of law or equity.

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Each of the Parent Guarantors and the other Guarantors agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Parent Guarantor or Guarantor is released from its Note Guarantee in compliance with SECTION 10.2, ARTICLE VIII or ARTICLE XI. Each of the Parent Guarantors and the other Guarantors further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Parent Guarantor or Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Parent Guarantor and Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Parent Guarantor or Guarantor whether or not a claim for post filing or post-petition interest is allowed in such proceeding).

Each of the Parent Guarantor and the other Guarantors further agrees that, as between such Parent Guarantor and the other Guarantors, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor or Guarantor for the purposes of this Note Guarantee.

Each of the Parent Guarantor and the other Guarantors also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Collateral Agent, Trustee or the Holders in enforcing any rights under this Section.

SECTION 10.2. Limitation on Liability; Termination, Release and Discharge.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each of the Parent Guarantor and the other Guarantors hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Parent Guarantor and the other Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Parent Guarantor and the other Guarantors in

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respect of the obligations of such other Parent Guarantor or Guarantors under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Parent Guarantor or Guarantors under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(b) Any Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:

(1) a sale, exchange, transfer or other disposition (including by way of consolidation, merger or amalgamation) of the Capital Stock of such Guarantor as a result of which, such Guarantor ceases to be a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Parent Guarantor or a Restricted Subsidiary, in each case, in accordance with this Indenture;

(2) with respect to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;

(3) the defeasance or discharge of the Notes, as provided in ARTICLES VIII or XI;

(4) [Reserved];

(5) such Subsidiary Guarantor being (or being substantially concurrently) released from all of

(i) its obligations under all of its Guarantees of payment of any Indebtedness under a Credit Facility or

(ii) in the case of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Company or a Subsidiary Guarantor pursuant to SECTION 3.7, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Subsidiary Guarantor under the Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated),

(6) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of the Indenture, or

(7) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.

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SECTION 10.3. Right of Contribution. Each of the Parent Guarantor and the other Guarantors hereby agrees that to the extent that any Parent Guarantor or Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Note Guarantees, such Parent Guarantor or Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Parent Guarantor or Guarantor who has not paid its proportionate share of such payment. The provisions of this SECTION 10.2(b)(5) shall in no respect limit the obligations and liabilities of each of the Parent Guarantor and the other Guarantors to the Trustee and the Holders and each of the Parent Guarantor and the other Guarantors shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Parent Guarantor or Guarantor hereunder.

SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each of the Parent Guarantor or Guarantors hereunder, none of the Guarantors, including the Parent Guarantor, shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Parent Guarantor or Guarantors seek or be entitled to seek any contribution or reimbursement from the Company or any other Parent Guarantor or Guarantors in respect of payments made by such Parent Guarantor or Guarantors hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Parent Guarantor and the other Guarantors on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Parent Guarantor or Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor or Parent Guarantor, and shall, forthwith upon receipt by such Parent Guarantor or Guarantor, be turned over to the Trustee in the exact form received by such Parent Guarantor or Guarantor (duly endorsed by such Parent Guarantor or Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of transfer or exchange of the Notes and indemnification rights of the Trustee) as to all outstanding Notes issued hereunder, when:

(a) either:

(1) all Notes that have been authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Company) have been delivered to the Trustee for cancellation; or

(2) all Notes not previously delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

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(b) the Company has deposited or caused to be deposited with the Trustee money in Dollars or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness without reinvestment on the Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption, and any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption;

(c) the Company has paid or caused to be paid all other sums payable under this Indenture; and

(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this SECTION 11.1 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with SECTIONS 11.1(a), 11.1(b) and 11.1(c)).

Notwithstanding the satisfaction and discharge of this Indenture, the provisions of SECTION 7.7 hereof will survive and, if money has been deposited with the Trustee pursuant to clause (b) of this SECTION 11.1, the provisions of SECTIONS 8.6 and 11.2 hereof will survive.

SECTION 11.2. Application of Trust Money. Subject to the provisions of SECTION 8.6 hereof, all money deposited with the Trustee pursuant to SECTION 11.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with SECTION 11.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to SECTION 11.1 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

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ARTICLE XII

COLLATERAL

SECTION 12.1. Collateral Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Senior Secured Notes Obligations of the Company and the Guarantors to the Holders, the Trustee or Collateral Agent under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Senior Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Company hereby acknowledge and agree that the Credit Agreement Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this SECTION 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause the Restricted Subsidiaries of the Company to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Documents to create and maintain, as security for the Senior Secured Notes Obligations of the Company and the Guarantors to the Senior Secured Notes Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of itself, the Holders, the Trustee and the Collateral Agent subject to no Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

SECTION 12.2. Release of Collateral.

(a) Subject to SECTIONS 12.2(b), 12.2(c) and 12.2(d) hereof, the Liens securing the Notes will be automatically released, and the Trustee shall execute documents evidencing such release, or instruct the Collateral Agent to execute, as applicable, the same at the Company’s sole cost and expense, under one or more of the following circumstances:

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(1) in whole upon:

(i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;

(ii) satisfaction and discharge of this Indenture as set forth under ARTICLE XI; or

(iii) a Legal Defeasance or Covenant Defeasance of this Indenture as set forth under ARTICLE VIII;

(2) in whole or in part, with the consent of the requisite Holders of the Notes in accordance with ARTICLE IX of this Indenture, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes;

(3) in part, as to any asset constituting Collateral:

(i) that is sold or otherwise disposed of in accordance with this Indenture, the Intercreditor Agreements and the Collateral Documents:

(a) by the Company or any Guarantor to any Person that is not the Company or a Guarantor in a transaction permitted by SECTION 3.5 and by the Collateral Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Collateral Documents, or

(b) in connection with the taking of an enforcement action by the Credit Agreement Agent (as defined in the First Lien Intercreditor Agreement) in respect of the First Priority Credit Obligations in accordance with the First Lien Intercreditor Agreement,

(ii) that is held by a Guarantor that has been released from its Note Guarantee, concurrently with the release of such Note Guarantee, or

(iii) that is otherwise released in accordance with, and as expressly provided for by the terms of, this Indenture, the Intercreditor Agreements and the Collateral Documents.

(b) With respect to any release of Collateral, the Trustee shall, or shall cause the Collateral Agent to, execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements.

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(c) At any time when the maturity of the Notes has been accelerated (whether by declaration or otherwise) in accordance with the terms hereof and the Trustee has delivered notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Collateral Documents shall be effective as against the Holders, except as otherwise provided in the Intercreditor Agreements.

SECTION 12.3. Suits to Protect the Collateral. Subject to the provisions of ARTICLE VII hereof and the Collateral Documents and the Intercreditor Agreements, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it determines in order to:

(a) enforce any of the terms of the Collateral Documents; and

(b) collect and receive any and all amounts payable in respect of the Obligations hereunder.

Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Trustee and the Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral. Nothing in this SECTION 12.3 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agent.

SECTION 12.4. Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Subject to the provisions of the Intercreditor Agreements, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

SECTION 12.5. Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this ARTICLE XII to be sold be under any obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make any such sale or other transfer.

SECTION 12.6. Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this ARTICLE XII upon the Company or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or Trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any Officer or Officers thereof required by the provisions of this ARTICLE XII; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

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SECTION 12.7. Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, the Notes and all other Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid or (ii) the Company shall have exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of ARTICLE VIII, the Trustee shall deliver to the Company and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to ARTICLE VIII), and any rights it has under the Collateral Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company to release such Lien as soon as is reasonably practicable.

SECTION 12.8. Collateral Agent.

(a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the express conditions contained in this SECTION 12.8. The provisions of this SECTION 12.8 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor the Company or any of the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in SECTION 12.3. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditors Agreement, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or the Company or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Collateral Agent.

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Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Collateral Agent may perform any of its duties under this Indenture, the Collateral Documents or the Intercreditor Agreements by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith.

(c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final nonappeable order of a court of competent jurisdiction) or under or in connection with any Collateral Document or the Intercreditor Agreements or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a final nonappeable order of a court of competent jurisdiction), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Guarantor or Affiliate of the Company or any Guarantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Note Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the Intercreditor Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents or the Intercreditor Agreements, or for any failure of the Company or any Guarantor or any other party to this Indenture, the Collateral Documents or the Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Collateral Documents or the Intercreditor Agreements or to inspect the properties, books, or records of the Company or any Guarantor or the Company’s or any of the Guarantors’ Affiliates.

(d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or any Guarantor), independent accountants and other experts and advisors selected by the Collateral

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Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instalment, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Collateral Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability, loss and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Trust Officer of the Collateral Agent shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with ARTICLE VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this SECTION 12.8).

(f) The Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to, at the expense of the Company, petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this SECTION 12.8 (and SECTION 7.7) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture.

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(g) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Collateral Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as determined by a final nonappeable order of a court of competent jurisdiction.

(h) The Collateral Agent is authorized and directed to (i) enter into the Collateral Documents to which it is party, whether executed on or after the Issue Date, (ii) enter into the Intercreditor Agreements, (iii) make the representations of the Holders set forth in the Collateral Documents and Intercreditor Agreements, (iv) bind the Holders on the terms as set forth in the Collateral Documents and the Intercreditor Agreements and (v) perform and observe its obligations under the Collateral Documents and the Intercreditor Agreements.

(i) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to ARTICLE VI, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements.

(j) The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Company, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions (to the extent applicable).

(k) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders and the Trustee shall have no obligation to the Collateral Agent or any of the Holders to assure that the Collateral exists or is owned by the Company or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Company’s or any of the Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture, any Collateral Document or the Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a

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majority in aggregate principal amount of the Notes or as otherwise provided in the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.

(l) If the Company or any Guarantor (i) incurs any obligations in respect of First Priority Obligations at any time when neither the Intercreditor Agreement nor any other intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Obligations entitled to the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement) in favor of a designated agent or representative for the holders of the First Priority Obligations so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

(m) If the Company or any Guarantor (i) incurs any obligations in respect of Junior Priority Indebtedness at any time when no Intercreditor Agreement with respect to Junior Priority Indebtedness is in effect or at any time when Indebtedness constituting Junior Priority Indebtedness entitled to the benefit of a junior lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement (on terms that are customary for such financings as determined by the Company in good faith reflecting the subordination of such Liens to the Liens secured by the Notes and Note Guarantees) in favor of a designated agent or representative for the holders of the Junior Priority Indebtedness so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such Intercreditor Agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

(n) No provision of this Indenture, the Intercreditor Agreements or any Collateral Document shall require the Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreements or the Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.

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(o) The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture, the Intercreditor Agreements and the Collateral Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Company (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act.

(p) Neither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

(q) Neither the Collateral Agent nor the Trustee assumes any responsibility for any failure or delay in performance or any breach by the Company or any Guarantor under this Indenture, the Intercreditor Agreements and the Collateral Documents. The Collateral Agent shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in any Note Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Intercreditor Agreements or any Collateral Document; the execution, validity, genuineness, effectiveness or enforceability of the Intercreditor Agreements and any Collateral Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under this Indenture, the Intercreditor Agreements and the Collateral Documents. The Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture, the Intercreditor Agreements and the Collateral Documents, or the satisfaction of any conditions precedent contained in this Indenture, the Intercreditor Agreements and any Collateral Documents. The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture, the Intercreditor Agreements and the Collateral Documents unless expressly set forth hereunder or thereunder. The Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the administration of the Note Documents.

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(r) The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Intercreditor Agreements, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the Intercreditor Agreements and the Collateral Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral.

(s) Upon the receipt by the Collateral Agent and the Trustee of a written request of the Company signed by one Officer of the Company (a “Collateral Document Order”), the Collateral Agent and the Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder, any Collateral Document to be executed after the Issue Date. Such Collateral Document Order shall (i) state that it is being delivered to the Collateral Agent and the Trustee pursuant to, and is a Collateral Document Order referred to in, this SECTION 12.8(s), and (ii) instruct the Collateral Agent and the Trustee (if applicable) to execute and enter into such Collateral Document. Any such execution of a Collateral Document shall be at the direction and expense of the Company, upon delivery to the Collateral Agent of an Officer’s Certificate stating that all conditions precedent to the execution and delivery of the Collateral Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Collateral Documents.

(t) Subject to the provisions of the applicable Collateral Documents and the Intercreditor Agreements, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute and deliver the Intercreditor Agreements and the Collateral Documents to which it is a party and all agreements, documents and instalments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreements or the Collateral Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable, or as otherwise set forth in the Intercreditor Agreements.

(u) After the occurrence of an Event of Default, the Trustee acting in accordance with the terms of this Indenture may direct the Collateral Agent in connection with any action required or permitted by this Indenture, the Collateral Documents or the Intercreditor Agreement.

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(v) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Documents or the Intercreditor Agreements and to the extent not prohibited under the Intercreditor Agreements, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of SECTION 6.10 hereof and the other provisions of this Indenture.

(w) In each case that the Collateral Agent may or is required hereunder or under any other Note Document to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any other Note Document, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes or as otherwise set forth in the Intercreditor Agreements. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining.

(x) Notwithstanding anything to the contrary in this Indenture or any other Note Document, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the other Note Documents (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent or the Trustee be responsible for, and neither the Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby.

(y) Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Company or the Guarantors, it may require an Officer’s Certificate, which shall conform to the provisions of SECTION 13.5. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(z) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall act pursuant to the instructions of the Holders and the Trustee solely with respect to the Collateral Documents and the Collateral, except as otherwise set forth in the Intercreditor Agreements.

(aa) The Company shall pay compensation to, reimburse expenses of and indemnify the Collateral Agent in accordance with SECTION 7.7 and the Intercreditor Agreements.

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(bb) The Collateral Agent shall be entitled to all of the rights, privileges and immunities of the Security Agent as set forth in the Intercreditor Agreements, as though fully set forth herein.

SECTION 12.9. Designations. Except as provided in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreements requiring the Company to designate Indebtedness for the purposes of the term “First Lien Obligations”, “Additional First Lien Obligations”, (as each such term is defined in the applicable Intercreditor Agreement), “Junior Priority Indebtedness” or any other such designations hereunder or under the Intercreditor Agreements, any such designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Company by an Officer and delivered to the Trustee, the Collateral Agent and the Collateral Agent in accordance with the terms of the Intercreditor Agreements. For all purposes hereof and the Intercreditor Agreements, the Company hereby designate the Obligations pursuant to the Credit Agreement as “First Lien Obligations” under the Intercreditor Agreements.

SECTION 12.10. No Impairment of the Security Interests. Except as otherwise permitted under this Indenture, the Intercreditor Agreements and the Collateral Documents, neither the Company nor any of the Guarantors will be permitted to take any action, or knowingly omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee, the Collateral Agent and the Holders of the Notes.

SECTION 12.11. Insurance. The Company shall maintain insurance, and cause each of its Restricted Subsidiaries to maintain insurance, with financially sound and reputable insurers (and the Company shall use commercially reasonable efforts to name the Collateral Agent as an additional insured as soon as possible alter the Issue Date), with respect to such of its properties, against such risks, casualties and contingencies and in such types and amounts as are consistent with sound business practice, it being understood that this Section shall not prevent the use of deductible or excess loss insurance and shall not prevent (i) the Company or any of their Subsidiaries from acting as a self-insurer or maintaining insurance with another Subsidiary or Subsidiaries of the Company so long as such action is consistent with sound business practice or (ii) the Company from obtaining and owning insurance policies covering activities of its Subsidiaries.

SECTION 12.12. After Acquired Property. No later than ninety (90) days after the acquisition by the Company or any Guarantor of any Material Real Property as determined by the Parent Guarantor (acting reasonably and in good faith in a manner consistent with the procedures outlined in the Credit Agreement, to the extent applicable) (or such longer period as the Collateral Agent may agree in writing in consultation with the Senior Secured Notes Secured Parties) that is required to be provided as Collateral pursuant to the Collateral Requirement, the Company or such Guarantor shall cause such property to be subject to a Lien and Mortgage in favor of the Collateral Agent for the benefit of the Senior Secured Notes Secured Parties and take, or cause the relevant Guarantor to take, such actions as shall be necessary or reasonably requested by the Trustee to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral Requirement and to otherwise comply with the requirements of the Collateral Requirement.

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SECTION 12.13. Maintenance of Property and Insurance.

(a) The Parent Guarantor will, and will cause each of the Restricted Subsidiaries to, keep all of their respective property material to the operation of the business of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, in good working order and condition in all material respects, ordinary wear and tear and fire, casualty and condemnation excepted; provided, that the Parent Guarantor shall not be obligated to comply with the foregoing provisions of this SECTION 12.13 to the extent that the failure to do so is not adverse in any material respect to Parent Guarantor and its Restricted Subsidiaries.

(b) The Parent Guarantor will, and will cause each of the Restricted Subsidiaries to, maintain with financially sound and reputable insurance companies on all property material to the operation of the business of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks as are determined by the Parent Guarantor in good faith to be reasonable and prudent, taking into account the risks that are usually insured against in the same general area by companies engaged in the same business or a business that the Parent Guarantor deems reasonably similar.

SECTION 12.14. Further Assurances. The Company and the Guarantors, at their sole cost and expense and subject to the Intercreditor Agreements, will execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, as applicable, any and all such further acts, deeds, certificates, assurances and other agreements or instruments and shall take all further action, as may be required from time to time in order to:

(a) carry out the terms and provisions of the Collateral Documents;

(b) subject to the Liens created by any of the Collateral Documents any of the properties, rights or interests required to be encumbered thereby;

(c) perfect and maintain the validity, enforceability, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby; and

(d) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent any of the rights granted now or hereafter intended by the parties thereto to be granted to the Collateral Agent under the Collateral Documents or under any other instrument executed in connection herewith.

If the Collateral Agent reasonably determines, in consultation with the Senior Secured Notes Secured Parties, that it is required by applicable Law to have appraisals prepared in respect of the Real Property of the Company or any Guarantor subject to a Mortgage constituting Collateral, the Company shall provide to the Collateral Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

SECTION 12.15. Filing, Recording and Opinions. The Company shall comply with Sections 314(b) and 314(d) of the Trust Indenture Act. To the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the Trust Indenture Act, the Company shall furnish such opinion within 120 days after the end of each fiscal year of

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the Company. Notwithstanding anything to the contrary herein, the Company and the Guarantors shall not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC or its staff, including “no action” letters or exemptive orders whether issued to the Company or any other Person, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. The Company’s and the Guarantors’ right to rely on the above will be conditioned upon the Company delivering an Officer’s Certificate to the Trustee within 30 calendar days following the end of each six-month period beginning on June 15 and December 15 of each year, commencing on December 15, 2019, to the effect that all such releases and withdrawals during the preceding six-month period were in the ordinary course of the Company’s or the Guarantors’ business.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act in respect of sections of the Trust Indenture Act that are incorporated by reference in this Indenture pursuant to SECTION 1.3, the imposed duties shall control.

SECTION 13.2. Notices. Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be in writing and delivered in person, sent by facsimile, sent by electronic mail in pdf format, delivered by commercial courier service or mailed by first class mail, postage prepaid, addressed as follows:

if to the Company, or any Guarantor:

iHeartCommunications, Inc.

20880 Stone Oak Parkway

San Antonio, Texas 78258

Attention: Chief Financial Officer

Facsimile: (210) 832-2828

with a copy to:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: James S. Rowe

       Ana Sempertegui

       Brian Wolfe

Facsimile: (312) 862-2200

if to the Trustee or the Collateral Agent, at its corporate trust office, which corporate trust office for purposes of this Indenture is at the date hereof located at:

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U.S. Bank National Association

US Bank Global Corporate Trust

333 Commerce Street, Suite 800

Nashville, Tennessee 37201

Attention: Wally Jones

Facsimile: (615) 251-0737

The Company, the Trustee or the Collateral Agent by written notice to each other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to the Company, or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered or if delivered electronically, in pdf format; when receipt is acknowledged, if telecopied; and seven calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). Any notice or communication to the Trustee or the Collateral Agent shall be deemed delivered upon receipt.

Any notice or communication sent to a Holder shall be electronically delivered or mailed to the Holder at the Holder’s address as it appears in the Notes Register and shall be sufficiently given if so sent within the time prescribed.

Failure to mail or deliver electronically a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions from DTC or its designee.

SECTION 13.3. Communication by Holders with other Holders. Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

SECTION 13.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Company or such Guarantor, as the case may be, shall furnish to the Trustee:

(1) an Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in SECTION 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture, the Notes or the Collateral Documents relating to the proposed action have been satisfied and all covenants have been complied with; and

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(2) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include the statements set forth in SECTION 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been complied with.

SECTION 13.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture, the Notes or Collateral Documents shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.

SECTION 13.6. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.7. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date or redemption date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.8. Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES AND THE RIGHTS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 13.9. Jurisdiction. The Company and the Guarantors agree that any suit, action or proceeding against the Company or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Note Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. The Company and the Guarantors

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irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Company or the Guarantors, as the case may be, are subject by a suit upon such judgment.

SECTION 13.10. Waivers of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS BY ACCEPTANCE OF THIS INDENTURE AND THE NOTES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE NOTE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 13.11. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA PATRIOT Act”), the Trustee and the Collateral Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree that they will provide the Trustee and the Collateral Agent with such information as each may request in order to satisfy the requirements of the USA PATRIOT Act.

SECTION 13.12. No Recourse Against Others. No director, member, officer, employee, incorporator or shareholder of the Company or any of its Subsidiaries or Affiliates shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The parties acknowledge such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

SECTION 13.13. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

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SECTION 13.14. Table of Contents; Headings. The table of contents, cross reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee and the Collateral Agent shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.16. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13.17. FCC. Notwithstanding anything to the contrary contained herein or in any of the Note Documents, neither the Trustee nor the Holders, nor any of their agents, will take any action pursuant to any Notes Documents that would constitute or result in (i) any violation of the Communications Laws, or (ii) any assignment of any FCC Authorization or any transfer of control thereof, within the meaning of 310(d) of the Communications Act of 1934 or other Communications Law, if such assignment of license or transfer of control thereof would require thereunder the prior approval of the FCC, without first obtaining such approval of the FCC. Each of the Parent Guarantor, the Company and the Restricted Subsidiaries will cooperate fully in the preparation and prosecution of such FCC applications as may be necessary to secure such approvals of the FCC for such assignments of licenses or transfers of control in a manner consistent with the Note Documents.

[Signatures on following pages]

162

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

IHEARTCOMMUNICATIONS, INC.
By:
	Name:
	Title:
IHEARTMEDIA CAPITAL I, LLC
By:
	Name:
	Title:

AMFM BROADCASTING LICENSES, LLC

AMFM BROADCASTING, INC.

AMFM OPERATING INC.

AMFM RADIO LICENSES, LLC

AMFM TEXAS BROADCASTING, LP

AMFM TEXAS LICENSES, LLC

AMFM TEXAS, LLC

BROADER MEDIA, LLC

BROADER MEDIA HOLDINGS, LLC

CAPSTAR RADIO OPERATING COMPANY

CAPSTAR TX, LLC

CC BROADCAST HOLDINGS, INC.

CC FINCO HOLDINGS, LLC

CC FINCO, LLC

CC LICENSES, LLC

CC OUTDOOR HOLDINGS, INC.

CHRISTAL RADIO SALES, INC.

CINE GUARANTORS II, INC.

CITICASTERS CO.

CITICASTERS LICENSES, INC.

CLEAR CHANNEL BROADCASTING LICENSES, INC.

CLEAR CHANNEL INVESTMENTS, INC.

CLEAR CHANNEL METRO, LLC

CLEAR CHANNEL MEXICO HOLDINGS, INC.

CLEAR CHANNEL REAL ESTATE, LLC

CLEAR CHANNEL REAL ESTATE SERVICES, LLC

[Signature Page - Indenture]

CRITICAL MASS MEDIA, INC.
IHEART MEDIA TOWER CO. HOLDINGS, LLC
IHEART OPERATIONS, INC.
IHEARTMEDIA + ENTERTAINMENT, INC.
IHEARTMEDIA MANAGEMENT SERVICES, INC.
IHEARTMEDIA TOWER CO. HOLDINGS, LLC
IHM IDENTITY, INC.
JELLI, INC.
KATZ COMMUNICATIONS, INC.
KATZ MEDIA GROUP, INC.
KATZ MILLENNIUM SALES & MARKETING INC.
KATZ NET RADIO SALES, INC.
METRO NETWORKS SERVICES, INC.
METRO NETWORKS COMMUNICATIONS, LP
M STREET CORPORATION PREMIERE NETWORKS, INC.
SMARTROUTE SYSTEMS, INC.
STUFF MEDIA, LLC
TERRESTRIAL RF LICENSING, INC.
TLAC, INC.
TTWN MEDIA NETWORKS, LLC
TTWN NETWORKS, LLC
By:
	Name:
	Title:

[Signature Page - Indenture]

U.S. Bank National Association, as Trustee and as Collateral Agent
By:
	Name:
	Title:

[Signature Page - Indenture]

EXHIBIT A

[FORM OF FACE OF GLOBAL NOTE]

[Depository Legend, if applicable]

[Original Issue Discount Legend, if applicable. THE NOTES MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE NOTES MAY BE OBTAINED BY WRITING TO THE COMPANY AT ITS ADDRESS AS SPECIFIED IN THE INDENTURE.]

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No. [        ]	Principal Amount $[                    ] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto]2
	CUSIP No. [        ]3

IHEARTCOMMUNICATIONS, INC.

6.375% Senior Secured Notes due 2026

iHeartCommunications, Inc., a Texas corporation, promises to pay to Cede & Co., or its registered assigns, the principal sum of                                          Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on May 1, 2026.

Interest Payment Dates: February 1 and August 1, commencing on February 1, 2020⁴

Record Dates: January 15 and July 15

Additional provisions of this Note are set forth on the other side of this Note.

²  Insert in Global Notes only.

³  CUSIP Number for Initial Notes: 45174H BC0.

⁴  In the case of Notes issued on the Issue Date.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

IHEARTCOMMUNICATIONS, INC.
By:
	Name:
	Title:

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TRUSTEE CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes referred to in the within mentioned Indenture.

	U.S. Bank National Association, as Trustee
	By:
Dated:		Authorized signatory

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[FORM OF REVERSE SIDE OF NOTE]

IHEARTCOMMUNICATIONS, INC.

6.375% Senior Secured Notes due 2026

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.

1. Interest

iHeartCommunications, Inc., a Texas corporation (the “Company”), promises to pay interest on the principal amount of this Note at 6.375% per annum from May 1, 2019⁵ until maturity. The Company will pay interest semiannually in arrears every February 1st and August 1st of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be February 1, 2020.⁶ The Company shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360 day year comprised of twelve 30 day months.

2. Method of Payment

By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, and interest on any Note is due and payable, the Company shall deposit with the Paying Agent an amount of money sufficient in immediately available funds to pay such principal, premium, if any, and interest when due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the preceding January 15 and July 15 at the office or agency of the Company maintained for such purpose pursuant to SECTION 2.3 of the Indenture. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Paying Agent or Registrar designated by the Company maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Company as may be maintained for such purpose pursuant to SECTION 2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes

⁵  In the case of Notes issued on the Issue Date.

⁶  In the case of Notes issued on the Issue Date.

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represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

3. Paying Agent and Registrar

The Company initially appoints U.S. Bank National Association, the trustee (the “Trustee”), as Registrar and Paying Agent for the Notes. The Company may change any Registrar or Paying Agent without prior notice to the Holders. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent.

4. Indenture

The Company issued the Notes under an Indenture dated as of May 1, 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors party thereto and the Trustee and Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall prevail.

5. Covenants

The terms of the Notes contain covenants of the Parent Guarantor and its Restricted Subsidiaries, including but not limited to those set forth in Articles III and IV of the Indenture.

6. Guarantees

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including post filing or post-petition interest) on the Notes, the Obligations of the Company under the Indenture and the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors will unconditionally guarantee (and future guarantors, jointly and severally with the Guarantors, will fully and unconditionally Guarantee) such obligations on a senior basis pursuant to the terms of the Indenture.

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7. Redemption

(a) At any time prior to May 1, 2022, the Company may redeem the Notes in whole or in part, at its option, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.0000% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

(b) At any time and from time to time prior to May 1, 2022, the Company may redeem Notes, at its option, with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 106.375% plus accrued and unpaid interest, if any, to but excluding the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter, excluding Notes held by the Company or any of the Restricted Subsidiaries, unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under SECTIONS 5.1 through 5.6 of the Indenture.

(c) Except pursuant to clauses (a) and (b) of this paragraph 7 or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to May 1, 2022.

(d) At any time and from time to time on or after May 1, 2022, the Company may redeem the Notes in whole or in part, at its option, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on May 1 of the year indicated below:

Year	Percentage
2022		103.1875	%
2023		101.5938	%
2024 and thereafter		100.0000	%

(e) Notice of any redemption of the Notes may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to

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satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

(f) If the optional Redemption Date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the Redemption Date will be paid on the Redemption Date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

(g) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.

(h) Any redemption pursuant to this paragraph 7 shall be made pursuant to the provisions of SECTIONS 5.1 through 5.6 of the Indenture.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided however, that under certain circumstances, the Company may be required to offer to purchase Notes under SECTION 3.5 and SECTION 3.9 of the Indenture. The Company and its Affiliates, may from time to time seek to purchase the Company’s outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise.

8. Repurchase Provisions

If a Change of Control occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture.

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In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

9. Denominations; Transfer; Exchange

The Notes shall be issuable only in fully registered form in minimum denominations of principal amount of $100.00 and any integral multiple of $1.00. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such sending or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

10. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

11. [Reserved].

12. Discharge and Defeasance

Subject to certain exceptions and conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, interest, if any, on the Notes to redemption or maturity, as the case may be pursuant to the terms of Articles VIII and XI of the Indenture.

13. Amendment, Supplement, Waiver

Subject to certain exceptions contained in the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreements may be amended, supplemented or otherwise modified or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes pursuant to the terms of Article IX of the Indenture. Without notice to or the consent of any Holder, the Company, the Guarantors, the Trustee and the Collateral Agent, as applicable, may amend or supplement the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreements as provided in the Indenture.

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14. Defaults and Remedies

If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or certain Guarantors) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, and any other monetary obligations on all the Notes to be due and payable immediately pursuant to the terms of Article VI of the Indenture. Upon the effectiveness of such declaration, such principal, premium, interest, if any, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Company or certain Guarantors occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences pursuant to the terms of Article VI of the Indenture.

15. Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign.

16. No Recourse Against Others

No director, officer, employee, incorporator or shareholder of the Company or any of its Subsidiaries or Affiliates, as such (other than the Company and the Guarantors), shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees, the Collateral Documents, the Intercreditor Agreements or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

17. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

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18. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

19. CUSIP and ISIN Numbers

The Company has caused CUSIP and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

iHeartCommunications, Inc.

20880 Stone Oak Parkway

San Antonio, Texas 78258

Attention: Chief Financial Officer

21. Security

The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Collateral Documents. The Trustee and the Collateral Agent, as the case may be, hold the Collateral in trust for the benefit of the Holders of the Notes, in each case pursuant to the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements, and to perform their obligations and exercise their rights thereunder in accordance therewith.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint                                               agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Signature Guarantee:
(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

The undersigned hereby certifies that it ☐ is / ☐ is not an Affiliate of the Company and that, to its knowledge, the proposed transferee ☐ is / ☐ is not an Affiliate of the Company.

	Signature
Signature Guarantee:
(Signature must be guaranteed)	Signature

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

Dated:

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of increase
in Principal Amount
Of this Global Note Principal Amount
of this Global Note
following such
Decrease or increase Signature of authorized signatory of Trustee or
Notes Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Company pursuant to SECTION 3.5 or 3.9 of the Indenture, check either box:

SECTION 3.5 ☐                SECTION 3.9 ☐

If you want to elect to have only part of this Note purchased by the Company pursuant to SECTION 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $100.00 or an integral multiple of $1.00): $                     and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased):                    .

Date:	Your Signature
	(Sign exactly as your name appears on the other                                            Side of the Note)

Signature Guarantee:
	(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad 15.

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EXHIBIT B

Form of Supplemental Indenture to Add Guarantors

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [    ], 20[ ], by and among the parties that are signatories hereto with respect to the Indenture referred to below.

WITNESSETH:

WHEREAS, each of the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture dated as of May 1, 2019 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $800,000,000 of 6.375% Senior Secured Notes due 2026 (the “Notes”) of the Company;

WHEREAS, the Indenture provides that under certain circumstances certain subsidiaries of the Parent Guarantor shall execute and deliver to the Trustee and the Collateral Agent a supplemental indenture to which such Subsidiary (the “Guaranteeing Subsidiary”) shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

WHEREAS, pursuant to SECTION 9.1 of the Indenture, the Company, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1 Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

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Section 2.2 Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to ARTICLE X of the Indenture on a senior basis.

ARTICLE III

MISCELLANEOUS

Section 3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

Section 3.2 Release of Guarantee. This Note Guarantee shall be released in accordance with SECTION 10.2 of the Indenture.

Section 3.3 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.4 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.5 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.6 Benefits Acknowledged. The Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

Section 3.7 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.8 The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

Section 3.9 Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent

B-2

the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.10 Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee.

Section 3.11 Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

B-3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[SUBSIDIARY GUARANTOR], as a Guarantor
By:
	Name:
	Title:
[ADDRESS FOR NOTICES]

Acknowledged by:
IHEARTCOMMUNICATIONS, INC.
By:
	Name:
	Title:

[Signature Page to Supplemental Indenture]

U.S. Bank National Association, as Trustee and Collateral Agent
By:
	Name:
	Title:

[Signature Page to Supplemental Indenture]

EX-99.T3E.1

Exhibit T3E.1

SOLICITATION VERSION

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

	§
In re:	§	Chapter 11
	§
IHEARTMEDIA, et al.,1	§	Case No. 18-31274 (MI)
	§
Debtors.	§	(Jointly Administered)
	§

DISCLOSURE STATEMENT RELATING TO THE FOURTH AMENDED JOINT

CHAPTER 11 PLAN OF REORGANIZATION OF IHEARTMEDIA, INC. AND ITS

DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Patricia B. Tomasco (TX Bar No. 01797600)	James H.M. Sprayregen, P.C.
Elizabeth C. Freeman (TX Bar No. 24009222)	Anup Sathy, P.C. (admitted pro hac vice)
Matthew D. Cavenaugh (TX Bar No. 24062656)	Brian D. Wolfe (admitted pro hac vice)
JACKSON WALKER L.L.P.	William A. Guerrieri (admitted pro hac vice)
1401 McKinney Street, Suite 1900	Benjamin M. Rhode (admitted pro hac vice)
Houston, Texas 77010	KIRKLAND & ELLIS LLP
Telephone:         (713) 752-4200	KIRKLAND & ELLIS INTERNATIONAL LLP
Facsimile:          (713) 752-4221	300 North LaSalle Street
Email:            ptomasco@jw.com	Chicago, Illinois 60654
efreeman@jw.com	Telephone:        (312) 862-2000
mcavenaugh@jw.com	Facsimile:          (312) 862-2200
	Email:           james.sprayregen@kirkland.com
Co-Counsel to the Debtors and	anup.sathy@kirkland.com
Debtors in Possession	brian.wolfe@kirkland.com
	will.guerrieri@kirkland.com
	benjamin.rhode@kirkland.com
	-and-
	Christopher J. Marcus, P.C. (admitted pro hac vice)
	KIRKLAND & ELLIS LLP
	KIRKLAND & ELLIS INTERNATIONAL LLP
	601 Lexington Avenue
	New York, New York 10022
	Telephone:        (212) 446-4800
	Facsimile:          (212) 446-4900
	Email:         christopher.marcus@kirkland.com
	Co-Counsel to the Debtors and Debtors in Possession

¹  Due to the large number of Debtors in these Chapter 11 Cases, for which joint administration has been granted, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims, noticing, and solicitation agent at https://cases.primeclerk.com/iheartmedia. The location of Debtor iHeartMedia, Inc.’s principal place of business and the Debtors’ service address is: 20880 Stone Oak Parkway, San Antonio, Texas 78258.

IMPORTANT INFORMATION ABOUT THIS DISCLOSURE STATEMENT

THE DEADLINE TO VOTE ON THE PLAN IS

November 9, 2018, AT 5:00 p.m. (prevailing Central Time)

FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE ACTUALLY RECEIVED BY

PRIME CLERK BEFORE THE VOTING DEADLINE AS DESCRIBED HEREIN.

The Debtors are providing the information in this Disclosure Statement to Holders of Claims and Interests entitled to vote for purposes of soliciting votes to accept or reject the Fourth Amended Joint Chapter 11 Plan of iHeartMedia, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code. Nothing in this Disclosure Statement may be relied upon or used by any Entity for any other purpose. Before deciding whether to vote for or against the Plan, each Holder entitled to vote should carefully consider all of the information in this Disclosure Statement, including the risk factors described in Article IX herein.

The Plan is supported by the Debtors and certain parties in interest that have executed the Restructuring Support Agreement, including Holders of approximately 82 percent of Term Loan Credit Agreement Claims, Holders of approximately 70 percent of PGN Claims, and Holders of approximately 73 percent of 2021 Notes Claims/ Legacy Notes Claims, as well as certain Holders of the Debtors’ equity interests. The Debtors urge Holders of Claims or Interests whose votes are being solicited to vote to accept the Plan.

The Plan is not currently supported by the Committee. Included in the solicitation materials is a letter from the Committee (the “Committee Letter”) describing the Committee’s position with respect to the Plan. For the reasons set forth in the Committee Letter, the Committee recommends that Holders of General Unsecured Claims vote to reject the Plan.

The Debtors urge each Holder of a Claim or Interest entitled to vote on the Plan to consult with its own advisors with respect to any legal, financial, securities, tax, or business advice in reviewing this Disclosure Statement, the Plan, and the proposed Restructuring Transactions contemplated thereby. Furthermore, the Bankruptcy Court’s approval of the adequacy of the information contained in this Disclosure Statement does not constitute a guarantee by the Bankruptcy Court of the accuracy or completeness of the information contained herein, an endorsement by the Bankruptcy Court of the merits of the Plan, or the Bankruptcy Court’s approval of the Plan.

This Disclosure Statement contains, among other things, summaries of the Plan, financial information and documents annexed to this Disclosure Statement, certain statutory provisions, and certain anticipated events in the Chapter 11 Cases. Although the Debtors believe that these summaries are fair and accurate, these summaries are qualified in their entirety to the extent that they do not set forth the entire text of such documents or statutory provisions or every detail of such anticipated events. In the event of any inconsistency or discrepancy between a description in this Disclosure Statement and the terms and provisions of the Plan or any other documents incorporated herein by reference, the Plan or such other documents will govern for all purposes. Factual information contained in this Disclosure Statement has been provided by the Debtors’ management except where otherwise specifically noted. The Debtors do not represent or warrant that the information contained herein or attached hereto is without any material inaccuracy or omission.

In preparing this Disclosure Statement, the Debtors relied on financial data derived from the Debtors’ books and records and on various assumptions regarding the Debtors’ businesses. Although the Debtors believe that such financial information fairly reflects the financial condition of the Debtors as of the date hereof and that the assumptions regarding future events reflect reasonable business judgments, no representations or warranties are made as to the accuracy of the financial information contained herein or assumptions regarding the Debtors’ businesses and their future results and operations. The Debtors expressly caution readers not to place undue reliance on any forward-looking statements contained herein.

This Disclosure Statement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver. The Debtors or any other authorized party may seek to investigate, file, and prosecute Claims and may object to Claims after the Confirmation or Effective Date of the Plan irrespective of whether this Disclosure Statement identifies any such Claims or objections to Claims.

The Debtors are making the statements and providing the financial information contained in this Disclosure Statement as of the date hereof, unless otherwise specifically noted. Although the Debtors may subsequently update the information in this Disclosure Statement, the Debtors have no affirmative duty to do so, and expressly disclaim any duty to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Holders of Claims or Interests reviewing this Disclosure Statement should not infer that, at the time of their review, the facts set forth herein have not changed since this Disclosure Statement was filed. Information contained herein is subject to completion, modification, or amendment. The Debtors reserve the right to file an amended or modified plan and related disclosure statement from time to time.

The Debtors have not authorized any entity to give any information about or concerning the Plan other than that which is contained in this Disclosure Statement. The Debtors have not authorized any representations concerning the Debtors or the value of their property other than as set forth in this Disclosure Statement.

If the Plan is confirmed by the Bankruptcy Court and the Effective Date occurs, all Holders of Claims or Interests (including those Holders of Claims or Interests who do not submit ballots to accept or reject the Plan, who vote to reject the Plan, or who are not entitled to vote on the Plan) will be bound by the terms of the Plan and the Restructuring Transactions contemplated thereby.

The Confirmation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in Article IX of the Plan. There is no assurance that the Plan will be confirmed, or if confirmed, that the conditions that are required for the Effective Date to occur, pursuant to the Plan, will be satisfied (or waived).

This Disclosure Statement has been prepared in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3016(b) and is not necessarily prepared in accordance with federal or state securities laws or other similar laws. This Disclosure Statement has not been approved or disapproved by the SEC or any similar federal, state, local, or foreign regulatory agency, nor has the SEC or any other agency passed upon the accuracy or adequacy of the statements contained in this Disclosure Statement.

The Debtors have sought to ensure the accuracy of the financial information provided in this Disclosure Statement; however, the financial information contained in this Disclosure Statement or incorporated herein by reference has not been, and will not be, audited or reviewed by the Debtors’ independent auditors unless explicitly provided otherwise.

Upon Consummation of the Plan, certain of the Securities described in this Disclosure Statement will be issued without registration under the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, together with the rules and regulations promulgated thereunder (the “Securities Act”), or similar federal, state, local, or foreign laws, in reliance on the exemption set forth in section 1145 of the Bankruptcy Code. Other Securities may be issued pursuant to other applicable exemptions under the federal securities laws. To the extent exemptions from registration under section 1145 of the Bankruptcy Code or applicable federal securities law do not apply, the Securities may not be offered or sold except pursuant to a valid exemption or upon registration under the Securities Act.

The Debtors make statements in this Disclosure Statement that are considered forward-looking statements under federal securities laws. The Debtors consider all statements regarding anticipated or future matters to be forward-looking statements. Forward-looking statements may include statements about:

• business strategy;

• technology;

• financial condition, revenues, cash flows, and expenses;

• levels of indebtedness, liquidity, and compliance with debt covenants;

• financial strategy, budget, projections, and operating results;

• the popularity of radio and other forms of media as broadcasting and advertising mediums;

• future demand for media broadcasting services and changing consumer tastes;

• the Debtors’ ability to renew their FCC broadcast licenses;

• the amount, nature, and timing of capital expenditures;

• availability and terms of capital;

• successful results from the Debtors’ operations;

• the integration and benefits of asset and property acquisitions or the effects of asset and property acquisitions or dispositions on the Debtors’ cash position and levels of indebtedness;

• costs of conducting the Debtors’ other operations;

• general economic and business conditions;

• effectiveness of the Debtors’ risk management activities;

• counterparty credit risk;

• the outcome of pending and future litigation;

• governmental regulation and taxation of the media broadcasting industry;

• uncertainty regarding the Debtors’ future operating results;

• plans, objectives, and expectations;

• the adequacy of the Debtors’ capital resources and liquidity;

• risks in connection with acquisitions;

• the potential adoption of new governmental regulations; and

• the Debtors’ ability to satisfy future cash obligations.

Statements concerning these and other matters are not guarantees of the Reorganized Debtors’ future performance. There are risks, uncertainties, and other important factors that could cause the Reorganized Debtors’ actual performance or achievements to be different from those they may project, and the Debtors undertake no obligation to update the projections made herein. These risks, uncertainties, and factors may include the following:

• the risks and uncertainties associated with the Chapter 11 Cases;

• the Debtors’ ability to generate sufficient cash from operations to fund their current and future operations;

• the Debtors’ ability to propose and implement a business plan;

• the Debtors’ ability to pursue their business strategies during the Chapter 11 Cases;

• the diversion of management’s attention as a result of the Chapter 11 Cases;

• increased levels of employee attrition as a result of the Chapter 11 Cases;

• the impact of a protracted restructuring on the Debtors’ business;

• the Debtors’ ability to obtain sufficient exit financing to emerge from chapter 11 and operate successfully;

• the Debtors’ ability to obtain Confirmation or Consummation of the Plan;

• volatility of the Debtors’ financial results as a result of the Chapter 11 Cases;

• the Debtors’ inability to predict their long-term liquidity requirements and the adequacy of their capital resources;

• the availability of cash to maintain the Debtors’ operations and fund emergence costs;

• the Debtors’ ability to continue as a going concern;

• the impact of CCOH’s substantial indebtedness;

• the impact of the Reorganized Debtors’ substantial indebtedness upon emergence from chapter 11, including the effect of their leverage on their financial position and earnings;

• risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;

• other general economic and political conditions in the United States and in other countries in which the Debtors currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;

• industry conditions, including competition;

• increased competition from alternative media platforms and technologies;

• changes in labor conditions, including programming, program hosts and management;

• fluctuations in operating costs;

• technological changes and innovations;

• shifts in population and other demographics;

• the impact of future dispositions, acquisitions, and other strategic transactions;

• legislative or regulatory requirements;

• regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;

• fluctuations in exchange rates and currency values; and

• risks of doing business in foreign countries.

Further, there are risks, uncertainties, and other important factors related to the Chapter 11 Cases that may adversely impact CCOH (or its successor), post-CCOH Separation, which may include the following:

• the impact of CCOH’s substantial indebtedness following the CCOH Separation and its need for liquidity to service its debt obligations and to fund its operations and capital expenditures;

• the inability of CCOH (or its successor) to replace the services iHeart provides to CCOH in a timely manner or on comparable terms following the CCOH Separation;

• potential adverse tax consequences to CCOH as a result of the CCOH Separation; and

• potential changes to CCOH’s (or its successor’s) obligations under certain stock exchange rules as a result of the CCOH Separation.

TABLE OF CONTENTS

		Page
ARTICLE I. INTRODUCTION		1
ARTICLE II. PRELIMINARY STATEMENT		1
A.	Development of the Plan	2
B.	Plan Overview	4
C.	Summary of Value Allocation	12
D.	CCOH Separation	17
E.	Committee’s Position	17
F.	Recommendation	18
ARTICLE III. QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND PLAN		19
A.	What is chapter 11?	19
B.	Why are the Debtors sending me this Disclosure Statement?	19
C.	Am I entitled to vote on the Plan?	19
D.	What will I receive from the Debtors if the Plan is consummated?	21
E.	What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or Priority Tax Claim?	30
F.	Are any regulatory approvals required to consummate the Plan?	32
G.	What happens to my recovery if the Plan is not confirmed or does not go effective?	32
H.	If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”	32
I.	Is there potential litigation related to the Plan?	33
J.	Will the final amount of Allowed General Unsecured Claims affect the recovery of Holders of Allowed Unsecured Claims Entitled to Vote under the Plan?	33
K.	How do I know if I hold a Convenience Claim or General Unsecured Claim in Class 7E or Class 7F and what does that mean for my Claim if I do?	34
L.	How will the preservation of certain Causes of Action affect my recovery under the Plan?	34
M.	Will there be releases and exculpation granted to parties in interest as part of the Plan?	35
N.	What is the deadline to vote on the Plan?	43
O.	How do I vote for or against the Plan?	43
P.	Why is the Bankruptcy Court holding a Confirmation Hearing?	43
Q.	When is the Confirmation Hearing set to occur?	44
R.	What is the purpose of the Confirmation Hearing?	44
S.	What is the effect of the Plan on the Debtors’ ongoing businesses?	44
T.	Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?	44
U.	Do the Debtors recommend voting in favor of the Plan?	45
V.	Who is Committed by the Restructuring Support Agreement to Support the Plan?	45
W.	Who Does Not Support the Plan?	46

i

ARTICLE IV. THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN		46
A.	Restructuring Support Agreement	46
B.	The Plan	46
ARTICLE V. THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW		56
A.	iHeart’s Corporate History	56
B.	iHeart’s Business Operations	57
C.	The Debtors’ Prepetition Capital Structure	60
ARTICLE VI. EVENTS LEADING TO THE CHAPTER 11 FILINGS		65
A.	Market Decline and Industry-Specific Challenges	65
B.	Reducing Costs and Other Operational Initiatives	66
C.	Broader Media Litigation	66
D.	The “Collateral Flip” Issue and Related Litigation	67
E.	Restructuring Negotiations with Stakeholders	69
F.	Appointment of Disinterested Directors and Formation of, and Evaluations by, Special Committee	69
ARTICLE VII. MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES		72
A.	Expected Timetable of the Chapter 11 Cases	72
B.	Corporate Structure upon Emergence	73
C.	First/Second Day Relief	74
D.	Other Procedural and Administrative Motions	75
E.	Appointment of Official Committee	76
F.	Motions to Assume or Reject Executory Contracts and Unexpired Leases	76
G.	Deferred Compensation Plan	77
H.	Schedules and Statements	77
I.	Establishment of a Claims Bar Date	77
J.	Plan Exclusivity.	78
K.	Litigation Matters	78
L.	Legacy Notes’ Adversary Proceeding	79
M.	The Debtors’ DIP Financing	80
N.	2018 Incentive Programs	81
O.	The Committee’s Standing Motion	82
P.	Background Regarding CCOH and the CCOH Separation	83
Q.	Clear Media Limited and International Considerations	92
R.	Potential Alternative Transactions	92
ARTICLE VIII. CERTAIN FCC CONSIDERATIONS		93
A.	Required FCC Consents	94
B.	Information Required from Prospective Stockholders of Reorganized iHeart	94
C.	Attributable Interests in Media Under FCC Rules	96
D.	FCC Foreign Ownership Restrictions for Entities Controlling Broadcast Licenses	97
E.	Media Ownership Restrictions	98
ARTICLE IX. RISK FACTORS		99
A.	Bankruptcy Law Considerations	99
B.	Risks Related to Recoveries under the Plan	103
C.	Risks Related to the Debtors’ and the Reorganized Debtors’ Businesses	105
D.	Risks Related to the Business of CCOH (or Its Successor)	110
E.	Risks Related to Regulation	119

ii

ARTICLE X. SOLICITATION AND VOTING PROCEDURES		122
A.	Holders of Claims or Interests Entitled to Vote on the Plan	122
B.	Voting Record Date	122
C.	Voting on the Plan	122
D.	Ballots Not Counted	123
ARTICLE XI. CONFIRMATION OF THE PLAN		123
A.	Requirements for Confirmation of the Plan	123
B.	Best Interests of Creditors/Liquidation Analysis	124
C.	Feasibility	124
D.	Acceptance by Impaired Classes	125
E.	Confirmation Without Acceptance by All Impaired Classes	125
F.	Valuation of the Debtors	126
ARTICLE XII. CERTAIN SECURITIES LAW MATTERS		127
A.	Issuance of Securities under the Plan	127
B.	Issuance of Securities Under a Private Placement Exemption	127
C.	Issuance of Securities in the CCOH/CCH Merger	128
D.	Subsequent Transfers of Securities Issued under the Plan	128
ARTICLE XIII. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		129
A.	Introduction	129
B.	Certain U.S. Federal Income Tax Consequences to the Debtors	130
C.	Certain U.S. Federal Income Tax Consequences to the Holders of Certain Claims or Interests	135
D.	Ownership and Disposition of CCOH Interests	152
E.	Ownership and Disposition of New iHeart Common Stock	153
F.	Ownership and Disposition of Special Warrants	153
G.	Ownership and Disposition of the New Debt	154
H.	Limitation on Use of Capital Losses	157
I.	Medicare Tax on Net Investment Income	157
J.	Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Claims	157
ARTICLE XIV. RECOMMENDATION		162
Exhibit A		163
Exhibit B		164
Exhibit C		165
Exhibit D		166
Exhibit E		167
Exhibit F		168

iii

Exhibit G	169
Exhibit H	170
Exhibit I	171

iv

EXHIBITS

EXHIBIT A	Plan of Reorganization
EXHIBIT B	Restructuring Support Agreement
EXHIBIT C	Corporate Organization Chart
EXHIBIT D	Disclosure Statement Order
EXHIBIT E	Liquidation Analysis
EXHIBIT F	Financial Projections
EXHIBIT G	Valuation Analysis
EXHIBIT H	Material Terms of the New Debt
EXHIBIT I	Plan Allocation of Distributable Value by Debtor

v

ARTICLE I.

INTRODUCTION

iHeartMedia, Inc. (“iHM”) and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors,” and together with iHM’s direct and indirect non-Debtor subsidiaries and affiliates, collectively, “iHeart”), submit this disclosure statement (this “Disclosure Statement”), pursuant to section 1125 of the Bankruptcy Code, to Holders of Claims against and Interests in the Debtors in connection with the solicitation of votes for acceptance of the Fourth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated September 20, 2018 [Docket No. 1482] (as amended, supplemented, and modified from time to time, the “Plan”).² A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference. The Plan constitutes a separate chapter 11 plan for each of the Debtors.

The Debtors and certain parties that have executed the Restructuring Support Agreement, including Holders of approximately 82 percent of Term Loan Credit Agreement Claims, Holders of approximately 70 percent of PGN Claims, and Holders of approximately 73 percent of 2021 Notes Claims/Legacy Notes Claims, as well as certain Holders of the Debtors’ equity interests, support confirmation of the Plan.³ The Debtors believe that the compromises contemplated under the Plan are fair and equitable, maximize the value of the Debtors’ Estates, and provide the best recovery to stakeholders under the circumstances. At this time, the Debtors believe the Plan represents the best available option for completing the Chapter 11 Cases. The Debtors strongly recommend that you vote to accept the Plan.

The 2021 Notes Trustee also supports confirmation of the Plan. The 2021 Notes Trustee is not aware of having received correspondence from any Holders of 2021 Notes Claims that intend to object to the Plan and is aware that Holders of approximately 87.0% of 2021 Notes Claims have executed the Restructuring Support Agreement.

The Committee does not believe that the compromises set forth in the Plan are fair and equitable to Holders of General Unsecured Claims and, accordingly, the Committee does not support the Plan.

ARTICLE II.

PRELIMINARY STATEMENT

The proposed Plan achieves a value-maximizing restructuring that comprehensively addresses the Debtors’ funded debt obligations and positions their businesses for continued growth and long-term success. As a result of extensive negotiations with groups representing their primary stakeholders, the Debtors entered into a restructuring support agreement (the “Restructuring Support Agreement”) on March 16, 2018.⁴ As a result, the transactions embodied by the Plan enjoy the support of Holders of nearly

²  Capitalized terms used but not otherwise defined in this Disclosure Statement shall have the meaning ascribed to such terms in the Plan. The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case of any inconsistency between this Disclosure Statement and the Plan, the Plan will govern.

³  The percentages of Consenting Stakeholders supporting the Plan include the outstanding indebtedness held by the Debtors and their Affiliates (i.e., the Intercompany Notes Claims), which includes, as of the Petition Date, (a) $57.1 million in principal of 5.50% Legacy Notes, (b) $180.8 million in principal of Exchange 11.25% PGNs, and (c) $453.9 million in principal amount of 2021 Notes.

⁴  A copy of the Restructuring Support Agreement is attached hereto as Exhibit B.

$12 billion of outstanding debt obligations across the Debtors’ capital structure (including outstanding indebtedness held by the Debtors and their Affiliates), as well as the Debtors’ equity sponsors (who also hold a significant amount of the Debtors’ outstanding funded debt). The Plan will reduce the Debtors’ funded debt by nearly two-thirds—a reduction of approximately $10.3 billion—and will result in the separation of the iHeart business and CCOH businesses through either a Tax-Free Separation or a Taxable Separation (the “CCOH Separation”). The broad consensus embodied in the Restructuring Support Agreement provides a sound foundation for the Debtors’ Chapter 11 Cases to proceed in an efficient, cost-effective, and value-maximizing manner.

A. Development of the Plan

The Debtors commenced the Chapter 11 Cases with a balance sheet that carried approximately $16 billion of funded debt.⁵ In 2017 alone, this funded debt required payment of approximately $1.4 billion of cash interest compared to $3.6 billion of revenue. Although the Debtors’ businesses remain operationally strong and cash-flow positive, they simply could not continue to service a capital structure with approximately $16 billion of funded debt. Therefore, materially deleveraging this capital structure became critical to maximizing the value of the Debtors’ businesses going forward.

To address their burdensome balance sheet, in 2016, the Debtors began to extensively engage with the principals and advisors of an ad hoc group of Holders of the Debtors’ Term Loan Credit Agreement Claims and PGN Claims (collectively, the “Senior Creditors”) represented by Jones Day (as counsel) and PJT Partners (as financial advisor) (the “Term Loan/PGN Group”).⁶ While global exchange offers launched by the Debtors in March 2017 did not gain traction with creditors, negotiations regarding alternative restructuring transactions did progress significantly in late 2017 and early 2018. Discussions with the Term Loan/PGN Group intensified and eventually expanded to include representatives from all segments of the Debtors’ capital structure, including the 2021 Notes, Legacy Notes, and equity sponsors (collectively, the “Junior Stakeholders”). As set forth in a series of proposals and counter-proposals that were disclosed in July 2017, October 2017, November 2017, February 2018, and March 2018, the Debtors and their stakeholders made meaningful progress on the terms of a comprehensive restructuring of the Debtors’ businesses.

One hurdle that took significant time and effort for the Debtors to overcome during negotiations was the amount of value—debt and/or equity—that would be distributed to Junior Stakeholders in a restructuring and how it would be allocated among the Junior Stakeholders. Under all proposals, stakeholders recognized that the Senior Creditors were entitled to a significant portion of the value of the Debtors’ businesses, but agreement on the value to be distributed to, and allocated among, the Junior Stakeholders remained elusive. This issue was ultimately resolved just prior to the commencement of the Chapter 11 Cases, when the terms of the Restructuring Support Agreement were agreed upon, garnering support from Holders of nearly $12 billion of the Debtors’ outstanding indebtedness, including Holders of approximately 73 percent of the 2021 Notes Claims/Legacy Notes Claims.

⁵  As discussed herein, there is approximately $5.3 billion of funded debt at Clear Channel Outdoor Holdings, Inc. (“CCOH”) and CCOH’s subsidiaries that is not included in the funded debt amount above. The Debtors directly or indirectly own approximately 89.5 percent of the shares of common stock in CCOH (with the remainder publicly-traded on the New York Stock Exchange). CCOH and its subsidiaries are not Debtors in the Chapter 11 Cases.

⁶  As discussed in Article VI.C herein, this engagement followed the commencement of litigation in March 2016 by the Debtors against the Term Loan/PGN Group regarding a dispute about the appropriateness of a transfer of certain shares of CCOH from a Debtor to Broader Media, LLC (an unrestricted subsidiary under the Debtors’ Term Loan Credit Agreement and PGN indentures).

2

Although approximately $12 billion of the Debtors’ $16 billion capital structure affirmatively supports the transactions set forth pursuant to the Plan, the Committee, the Legacy Notes Trustee, and certain Holders of Legacy Notes do not. Though the Debtors made efforts to include an ad hoc group of Holders of Legacy Notes Claims (the “Legacy Noteholder Group”) in negotiations leading up to the execution of the Restructuring Support Agreement, the Legacy Noteholder Group’s demands for their support of the restructuring exceeded the value that other stakeholders were willing to provide. Among other things, the Legacy Noteholder Group asserts that they should receive an increased recovery due to their assertion of rights under an “equal and ratable” provision in the Legacy Notes Indenture that they argue prohibited iHeart from granting a security interest to any party in certain specific collateral without also providing equal and ratable liens securing any outstanding Legacy Notes when the outstanding amount of Legacy Notes fell below $500 million. As further described in Article VI.D of this Disclosure Statement, the Legacy Noteholder Group contends that such condition has been met and the Legacy Notes are therefore entitled to liens on certain Springing Collateral (as defined below) that are equal and ratable with certain of the Debtors’ secured debt. Following the commencement of the Chapter 11 Cases, as described in Article VII.L of this Disclosure Statement, the Legacy Notes Trustee filed an adversary proceeding alleging that iHeartCommunications, Inc. and certain of its direct and indirect Debtor subsidiaries violated this negative covenant in the Legacy Notes Indenture, which adversary proceeding remains ongoing with trial presently scheduled to commence on October 24, 2018.

Since the execution of the Restructuring Support Agreement and the filing of the Chapter 11 Cases, and building on the foundation provided by the Restructuring Support Agreement, the Debtors have worked with their key stakeholders to develop the Plan.

On April 28, 2018, the Debtors filed an initial version of the chapter 11 plan [Docket No. 551] (the “Old Plan”) in order to comply with milestones under the Restructuring Support Agreement. In the Restructuring Support Agreement and Old Plan, the Debtors intentionally left recoveries for Holders of General Unsecured Claims blank because negotiations among the Debtors and their stakeholders regarding such treatment remained ongoing or had yet to meaningfully begin (in the case of the Committee).

On July 10, 2018, the Committee filed the Amended Committee Standing Motion (as defined herein), seeking standing to commence, prosecute, and/or settle certain causes of action on behalf of the Debtors’ Estates against the agents and trustees under the Term Loan Credit Agreement and PGNs and other related parties. Such causes of action include claims challenging (a) certain guarantees provided by the Debtors as constructive fraudulent conveyances, and (b) Liens securing certain of the collateral of the Holders of Term Loan / PGN Claims and certain obligations related thereto. On July 10, 2018, the Legacy Notes Trustee filed a Joinder (as defined herein) to the Amended Committee Standing Motion. The Amended Committee Standing Motion is more particularly described in Article VII.O of this Disclosure Statement. On August 8, 2018, the Bankruptcy Court entered the Order Abating Standing Motion [Docket No. 1236], (a) abating the Amended Committee Standing Motion, along with all joinders and responses to the same, and (b) setting forth that the Order Abating Standing Motion may be terminated on motion, for good cause shown.

The Debtors chose, in light of their analysis of the consequences of the Amended Committee Standing Motion, to engage with the groups that represent the defendants under the Disputed Committee Claims (as defined herein) asserted pursuant to the Amended Committee Standing Motion to discuss modifications to the Old Plan. Ultimately, the Debtors were able to convince these stakeholders to amend the Old Plan to incorporate certain settlements that would: (a) give the parties that would benefit from the Disputed Committee Claims the economic value that they would receive if the Committee were successful on the Disputed Committee Claims; (b) maintain the substantial consensus in support of the Debtors’ Old Plan; and (c) avoid the significant costs and delay of the litigation. Such efforts culminated in the filing of an amended Plan on August 5, 2018. The amended Plan balances the competing interests of various creditor groups in a way that maximizes Estate value and gives the Committee the very benefit of the economics they are seeking standing to achieve. The Committee disputes the foregoing. See Articles II.E and VII.O of this Disclosure Statement.

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Although the Restructuring Support Agreement and the filing of the Plan is a key step in the Debtors’ restructuring process, the Debtors take seriously their role as fiduciary and will continue to assist the Committee with its diligence efforts and work to ultimately gain the Committee’s support of the Plan. Importantly, the Restructuring Support Agreement does not require the Debtors to take any actions or refrain from taking any actions to the extent that doing so would be inconsistent with their fiduciary duties. The Debtors are therefore focused on continuing to engage with the Committee, the Legacy Noteholder Group, and all of the Debtors’ other stakeholders (including those that did not sign the Restructuring Support Agreement) to possibly obtain broader support for the Plan.

B. Plan Overview

As a broad overview, the Plan provides for a global compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The Plan contemplates that the iHeart business and CCOH businesses will be separated through either a Tax-Free Separation or a Taxable Separation. Reorganized iHeart⁷ will emerge from chapter 11 with New Debt of $5.75 billion, some or all of which will be secured by substantially all assets of Reorganized iHeart and some of which may be unsecured. The material terms of the New Debt are set forth on Exhibit H attached hereto. In addition, Reorganized iHeart will have access to a new ABL facility that will, among other things, provide working capital and fund distributions under the Plan.

Under the Plan, Holders of Allowed iHC 2021 / Legacy Notes Claims will receive their Pro Rata share of $200 million of the New Debt and 5.0 percent of the equity in Reorganized iHeart (or 5.0 percent of the beneficial interests in the FCC Trust if the FCC Trust is utilized as described in the Plan). In addition, Holders of Allowed iHeart Interests will receive their share of 1.0 percent of the equity in Reorganized iHeart (or 1.0 percent of the beneficial interests in the FCC Trust if the FCC Trust is utilized as described in the Plan).⁸

The Senior Creditors will receive the following distributions under the Plan, which the Debtors believe is commensurate with the approximately $2 billion of value that the Debtors ascribe to the Non-Principal Property (as defined below) securing such Allowed Claims of the Senior Creditors, which value has been adjusted to take into account the effect of the Disputed Committee Claims raised by the Committee in the Amended Committee Standing Motion (as defined below). The following distributions, in the aggregate, comprise $1,386 million of New Debt, 23.47 percent of the equity in Reorganized iHeart (or 23.47 percent of the beneficial interests in the FCC Trust), and any Excess Cash.

⁷  “Reorganized iHeart” means the business that results following the restructuring of iHeart after the separation of CCOH, pursuant to the Chapter 11 Cases.

⁸  All distributions of equity under the Plan described in this Disclosure Statement are subject to dilution by the Post-Emergence Equity Incentive Program.

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• Excess Cash Recovery. Holders of Allowed Secured Term Loan Credit Agreement Claims and Allowed Secured PGN Claims will receive their Pro Rata share of any Excess Cash (the “Excess Cash Recovery”).⁹

• Non-Exchange Debt/Equity Base Recovery. In addition to the Excess Cash Recovery, Holders of Allowed Secured Term Loan Credit Agreement Claims and Allowed Secured PGN Claims (other than Exchange 11.25% PGN Claims) will receive their Pro Rata share of approximately $1,133 million of New Debt and 19.19 percent of the equity in Reorganized iHeart¹⁰ (or 19.20 percent of the beneficial interests in the FCC Trust) (the “Non-Exchange Debt/Equity Base Recovery”).

• Non-Exchange Debt/Equity Supplemental Recovery. In addition to both the Excess Cash Recovery and Non-Exchange Debt/Equity Base Recovery, Holders of Allowed Secured Term Loan / 2019 PGN Claims will receive their Pro Rata share of $131 million of New Debt and 2.21 percent of the equity in Reorganized iHeart (or 2.21 percent of the beneficial interests in the FCC Trust) (the “Non-Exchange Debt/Equity Supplemental Recovery”).

• Exchange Debt/Equity Recovery. In addition to the Excess Cash Recovery, Holders of Allowed Secured Exchange 11.25% PGN Claims will receive their Pro Rata share of approximately $122 million of New Debt and 2.07 percent of the equity in Reorganized iHeart (or 2.07 percent of the beneficial interests in the FCC Trust) (the “Exchange Debt / Equity Recovery”).

This allocation of the value ascribed to the undisputed Non-Principal Property collateral reflects an intercreditor settlement among the Senior Creditors with respect to which tranches bear the burden of two disputed issues in the Chapter 11 Cases. First, is the issue of the value that should be ascribed to the security interests in Principal Property (as defined below) held by Holders of Term Loan / 2019 PGN Claims (between $0 and $1.30 billion of value). Under the Plan, the Debtors ascribe no value to this security interest in Principal Property; instead, the Non Exchange Debt/Equity Supplemental Recovery (approximately $200 million of value) that Holders of Allowed Term Loan / 2019 PGN Claims receive is funded from the value ascribed to the undisputed Non-Principal Property collateral. Second, is the issue of whether the guarantees provided by the Guarantor Debtors on account of the Exchange 11.25% PGN Claims (and accompanying security interests in favor of such Claims) are avoidable as constructively fraudulent transfers—an issue raised in the Amended Committee Standing Motion. Under the Plan, Holders of Allowed Exchange 11.25% PGN Claims will not receive any recovery on account of their unsecured deficiency claims against the Guarantor Debtors (other than CCH); instead, the Exchange Debt / Equity Recovery that Holders of Allowed Exchange 11.25% Claims will receive is funded from the value ascribed to the undisputed Non-Principal Property collateral, and Holders of such Allowed Claims will receive a smaller percentage share of such collateral than Holders of Allowed Claims at other tranches of Allowed Secured Term Loan / PGN Claims.

Under the Plan, Holders of Allowed Guarantor Unsecured Claims (other than Allowed Exchange 11.25% PGN Claims) at each Guarantor Debtor other than CCH and the TTWN Debtors will receive a specified portion of the remaining $4,164 million of New Debt and 70.53 percent of equity in Reorganized iHeart (or 70.53 percent of the beneficial interests in the FCC Trust). In determining the allocation of this

⁹  Based on the Financial Projections and assumptions regarding distributions pursuant to the Plan, the Debtors do not anticipate a distribution of any Excess Cash under the Plan.

¹⁰  These values reflect the 21.40 percent of the Remaining Distribution that such Holders of Allowed Claims receive under Articles III.C.4 and III.C.5 of the Plan.

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remainder across each of the Guarantor Debtors (other than CCH and the TTWN Debtors), the Debtors took into account their estimate of an appropriate allocation of enterprise value across all Debtor entities. The chart set forth in Article III.C.12 of the Plan reflects the Debtors’ conclusion regarding a reasonable allocation of this remainder. The table below illustrates the projected equity value upon emergence:

$ millions
Preferred stock	$	60
Common stock		2,947
Total equity value	$	3,008

Under the Plan, each Holder of an Allowed Convenience Claim will receive an amount of Cash equal to 15 percent of its Allowed Convenience Claim. Convenience Claims include any Claim against a Debtor that is not a Non-Obligor Debtor, iHC, or a TTWN Debtor that would otherwise be a General Unsecured Claim that is (a) equal to or less than $50,000 or (b) in an amount that has been reduced to $50,000 pursuant to a Convenience Class Election made by the Holder of such Claim; provided that, where any portion(s) of a single Claim has been transferred on or after the Voting Deadline, any transferred portion(s) shall continue to be treated together with such Claim as a single Claim for purposes of determining whether such Claim qualifies as a Convenience Claim and has been reduced pursuant to a Convenience Class Election. For the avoidance of doubt, Term Loan Credit Agreement Claims, PGN Claims, 2021 Notes Claims, and Legacy Notes Claims are not Convenience Claims.

Finally, the Plan includes five additional classes of unsecured creditors, which the Plan treats as follows:

• Holders of Allowed Guarantor Unsecured Claims against CCH will receive their Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC, which are non-Debtor affiliates of the Debtors (which is estimated to be approximately 89.5% of all outstanding CCOH Interests). The Plan allows the Term Loan / PGN Deficiency Claims in the full amount of such claims in this Class since the Plan does not include the value of any of CCH’s assets as part of the Secured Term Loan Credit Agreement Claims or Secured PGN Claims.

• Holders of Allowed General Unsecured Claims against Non-Obligor Debtors and the TTWN Debtors will receive, at the option of the applicable Reorganized Debtor, payment in full in Cash or such other treatment rendering such Holder’s Allowed General Unsecured Claim Unimpaired.

• Holders of Allowed iHC Unsecured Claims will receive payment in Cash equal to 14.44 percent of the Allowed amount of such Allowed iHC Unsecured Claim; provided that pursuant to the Plan Settlement, each Allowed Term Loan / PGN Deficiency Claim against iHC will be cancelled without any distribution on account of such Allowed Term Loan / PGN Deficiency Claim against iHC (as defined herein). The Plan allows the Term Loan / PGN Deficiency Claims in the full amount of such claims in this Class since the Plan does not include the value of any of iHC’s assets as part of the Secured Term Loan Credit Agreement Claims or Secured PGN Claims.

• Holders of Allowed Term Loan / PGN Deficiency Claims against the TTWN Debtors will receive no recovery, and will instead be deemed satisfied by the distributions to other parties provided in Class 6, Class 7D, Class 7E, and Class 8.

• Holders of Allowed CCOH Due From Claims will receive Cash equal to 14.44 percent of the Allowed amount of such CCOH Due From Claim. This treatment of the CCOH Due From Claims is described in detail in Article III.D below.

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The following chart sets forth the aggregate, projected recoveries for (a) Holders of Allowed Term Loan Credit Agreement Claims and Allowed PGN Claims, (b) Holders of Allowed iHC 2021 / Legacy Notes Claims, and (c) Holders of Allowed CCOH Due From Claims, aggregating projected recoveries from all applicable Classes in which they are Holders of Allowed Claims.

Class	Claim	Projected Allowed Claims	New Debt	New Equity	Projected Recovery11	Source of Recovery
4, 7E, 7F	Term Loan Credit Agreement Claims / 2019 PGN Claims	$8,459 million	$3,591	60.82%	75.20%	New Debt, New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust), Excess Cash, and CCOH Interests
5A, 7E, 7F	Non-9.0% PGN Due 2019 Claims (other than Exchange 11.25% PGN Claims)	$4,490 million	$1,837	31.11%	72.88%	New Debt, New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust), Excess Cash, and CCOH Interests
5B, 7F	Exchange 11.25% PGN Claims	$505 million	$122	2.07%	69.99%	New Debt, New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust), Excess Cash, and CCOH Interests
6	iHC 2021 / Legacy Notes Claims	$2,954 million	$200	5.00%	14.44%12	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
8	CCOH Due From Claims	$1,032 million	N/A	N/A	14.44%	Cash

¹¹  The Projected Recovery includes the value received under the Plan on behalf of all sources of Plan consideration, including New Debt, New iHeart Common Stock, Excess Cash, and CCOH Interests.

¹²  The projected recovery represents the aggregate projected recovery percentage for the Class as a whole before allocation of the recoveries under the Plan that would otherwise be received by Holders of Intercompany Notes Claims. After such allocation, the projected recovery to Holders of 2021 Notes Claims is 14.76 percent, and the projected recovery to Holders of Legacy Notes Claims is 13.16 percent.

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The allowance, classification, and treatment of all Allowed Claims and the respective distributions and treatments under the Plan take into account the relative priority and rights of the Claims in each Class in connection with any contractual or legal rights relating thereto, including, without limitation, the rights of the ABL Agent (and/or its designees) under the Intercreditor Agreement vis a vis the Junior Secured Lenders in the event that the ABL Secured Parties are required to disgorge some or all of the Disputed Amounts for any reason (as discussed in Article VII.M of this Disclosure Statement). The Senior Creditors disagree with the ABL Agent’s position.

The following chart sets forth a projected range of recoveries, on a Debtor-by-Debtor basis, that Holders of Allowed General Unsecured Claims would receive based on estimates of projected Allowed General Unsecured Claims at each of the applicable Debtors assuming (a) a low case of projected Allowed General Unsecured Claims, and (b) a high case of projected Allowed General Unsecured Claims:

Debtor	Projected Allowed General Unsecured Claims (in thousands)		Projected Recovery (Low Case / High Case)13			Source of Recovery
General Unsecured Claims against Non-Obligor Debtors (Class 7A)
iHeartMedia, Inc.	$	8,605		100	%		Cash
iHeartMedia Capital II, LLC
General Unsecured Claims against TTWN Debtors (Class 7B)
Clear Channel Metro LLC	$	1,804		100	%		Cash
TTWN Networks, LLC
TTWN Media Networks, LLC
General Unsecured Claims against iHC (Class 7D)
iHeartCommunications, Inc.	$	400		14.44	%		Cash

¹³  Projected recoveries for Holders of Allowed General Unsecured Claims at each of the applicable Debtors range from a projected, low case recovery to a projected, high case recovery. Each such projected, low case recovery assumes a total enterprise value for Reorganized iHeart at the lowest point of the range of values set forth in the Valuation Analysis attached hereto as Exhibit G. Each such projected high case recovery assumes a total enterprise value for Reorganized iHeart at the highest point of the range of values set forth in the Valuation Analysis attached hereto as Exhibit G. Projected Allowed General Unsecured Claims do not include Term Loan / PGN Deficiency Claims.

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Debtor	Projected Allowed General Unsecured Claims (in thousands)		Projected Recovery (Low Case / High Case)13			Source of Recovery
General Unsecured Claims against Guarantor Debtors other than CCH and the TTWN Debtors (Class 7E)
AMFM Broadcasting Licenses, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Broadcasting, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Operating, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Radio Licenses, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Texas Broadcasting, LP	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Texas Licenses, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
AMFM Texas, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Capstar Radio Operating Company	$	582		6.38 –7.53	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Capstar TX, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
CC Broadcast Holdings, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
CC Finco Holdings, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)

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Debtor	Projected Allowed General Unsecured Claims (in thousands)		Projected Recovery (Low Case / High Case)13			Source of Recovery
General Unsecured Claims against Guarantor Debtors other than CCH and the TTWN Debtors (Class 7E)
CC Licenses, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Christal Radio Sales, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Cine Guarantors II, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Citicasters Co.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Citicasters Licenses, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Clear Channel Broadcasting Licenses, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Clear Channel Investments, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Clear Channel Mexico Holdings, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Clear Channel Real Estate, LLC	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Critical Mass Media, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
iHeartMedia + Entertainment, Inc.	$	2,005		4.50 – 5.32	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
iHeart Capital I	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)

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Debtor	Projected Allowed General Unsecured Claims (in thousands)		Projected Recovery (Low Case / High Case)13			Source of Recovery
General Unsecured Claims against Guarantor Debtors other than CCH and the TTWN Debtors (Class 7E)
iHeartMedia Management Services, Inc.	$	8,892		5.24 - 6.19	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
iHM Identity, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Katz Communications, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Katz Media Group, Inc.	$	447		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Katz Millennium Sales & Marketing, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Katz Net Radio Sales, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
M Street Corporation	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Premiere Networks, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
Terrestrial RF Licensing, Inc.	$	0		0	%	New Debt and New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust)
General Unsecured Claims against CCH (Class 7F)
Clear Channel Holdings, Inc.	$	0		0	%	CCOH Interests

The following chart sets forth the aggregate, projected recoveries for Holders of Allowed Convenience Claims, aggregating projected recoveries from all applicable Classes in which they are Holders of Allowed Claims.

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Class	Claim	Projected Allowed Claims	Projected Recovery	Source of Recovery
7G	Convenience Claims	$17.91 million	15%	Cash

C. Summary of Value Allocation

To guide them in developing the Plan, the Debtors, with the assistance of their advisors, created a “natural recovery model” (the “Base Recovery Model”). As described below, this Base Recovery Model allocates the Debtors’ going concern distributable value (as opposed to liquidation value—the threshold required by section 1129 of the Bankruptcy Code) across each Debtor entity. It then calculates creditor recoveries on a waterfall basis according to each creditor’s respective claims, subject to certain adjustments favorable to General Unsecured Creditors.

1. Allocation of Distributable Value

For purposes of the Base Recovery Model, the Debtors estimated the total distributable value at $10.4 billion. This estimate was comprised of three parts: (1) the estimated enterprise value of the Debtors as described in Exhibit G attached hereto; (2) the Debtors’ direct and indirect ownership interests in CCOH; and (3) the projected balance sheet cash and certain other assets excluded from the estimated enterprise value of the Debtors. The estimated value of each component, as well as the source, is summarized as follows:

Business Unit	Distributable Value ($ millions)
Debtors’ Enterprise Value	$	8,750	14
CCOH (Debtors’ Interest)		1,531	15
Cash and Other Items		111	16
TOTAL	$	10,392

Alvarez & Marsal North America, LLC (“A&M”) with the input and assistance of Moelis & Company LLC (“Moelis”) and the Debtors’ management, then allocated the estimated enterprise value of the Debtors across each of their various business units based on each business unit’s share of the OIBDAN for the twelve months ended March 31, 2018. Certain business units are generally owned and operated by a single legal entity, whereas other business units have licenses and radio stations that are owned and operated by multiple legal entities. In the latter case, an additional allocation was performed for the value of these entities, as noted below:

¹⁴  See Valuation Analysis, Exhibit G.

¹⁵  See Valuation Analysis, Exhibit G.

¹⁶  See Financial Projections, Exhibit F.

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• The allocation of value for licenses was generally determined based on the book value of the licenses at each legal entity, which takes into account annual impairment analyses performed by the Debtors with respect to the value of these assets.

• The allocation of value to the legal entities that operate radio stations was generally determined based on each entity’s share of OIBDAN for the twelve months ended December 31, 2017, with certain adjustments for qualitative factors determined by the Debtors’ management.

2. Allocation of Secured and Unsecured Value

For purposes of calculating creditor recoveries under the Base Recovery Model, the Debtors estimated that the value of the Senior Creditors’ collateral at $2.2 billion in the aggregate (the “Collateral Value”), which the Debtors and the Senior Creditors agreed would not include the value of any liens against the Debtors’ principal properties assets. The remaining distributable value was assumed to be unencumbered (the “Unencumbered Value”). Using the Collateral Value, the Debtors and the Senior Creditors agreed to calculate a deficiency claim on an aggregate basis for the Senior Creditors’ of $11.3 billion (i.e., total claims of $13.5 billion less the Collateral Value) (the “Global Deficiency Claim”). Since the collateral is owned by different Debtors, the Debtors could have instead calculated the deficiency claim at each Debtor entity after applying the value of the collateral of that specific entity. This would have resulted in a higher deficiency claim against every Debtor than what was used in the Base Recovery Model. Put simply, using a Global Deficiency Claim provided a benefit to non-deficiency general unsecured claimants under the Base Recovery Model equivalent to a waiver of between $1.1 billion and $2.2 billion of deficiency claims (depending on the specific Debtor entity).

Value	Amount ($ millions)
Total Collateral Value	$	2,158
Total Unencumbered Asset Value	$	8,234
Total Distributable Value	$	10,392

A table setting forth the Base Recovery Model allocation of midpoint enterprise value and Plan allocation of distributable value by Debtor is attached hereto as Exhibit I.

3. Adjustments to the Base Recovery Model Values for TTWN Debtors

Before using the outputs of the Base Recovery Model, the Debtors and the Senior Creditors agreed to make adjustments to the Base Recovery Model to account for the Committee’s claims to avoid the liens and guarantees of the Term Loan Credit Agreement Claims and the PGN Claims against the TTWN Debtors and to fund the Plan Settlement. The Base Recovery Model was first adjusted to provide General Unsecured Claims, other than the Global Deficiency Claims, payment in full and in cash. The Base Recovery Model was then adjusted to allocate a portion of the remaining value of the TTWN Debtors to iHC to fund distributions to those classes and then allocated the remaining value of the TTWN Debtors to the other Guarantor Subsidiaries (other than CCH) (resulting in enhanced recoveries to Holders of General Unsecured Claims at such Debtors). This was a concession by the Senior Creditors who asserted that their guarantees of the TTWN Debtors could survive a challenged by the Committee.

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4. Adjustments to the Base Recovery Model Values for Intercompany Claims

Before using the outputs of the Base Recovery Model to determine appropriate recoveries to Holders of Allowed General Unsecured Claims under the Debtors’ Plan, the Debtors first ran the following four scenarios under the Base Recovery Model:

• The Base Recovery Model without distributions between Debtors on account of Intercompany Claims as recorded in the Debtors books and records.

• The Base Recovery Model with distributions between Debtors on account of Intercompany Claims as recorded in the Debtors books and records.

• The Base Recovery Model (a) after making adjustments to give effect to the alleged causes of action in the Amended Committee Standing Motion and (b) without distributions between Debtors on account of Intercompany Claims as recorded in the Debtors books and records.

• The Base Recovery Model (a) after making adjustments to give effect to the alleged causes of action in the Amended Committee Standing Motion and (b) with distributions between Debtors on account of Intercompany Claims as recorded in the Debtors books and records.

The Debtors reviewed the potential recoveries in each of these alternate scenarios. For each Debtor expected to have General Unsecured Claims (other than Term Loan / PGN Deficiency Claims or 2021 Notes Claims), the Debtors provided enhanced recoveries for such General Unsecured Claims at such Debtor entity equivalent to the highest recovery under the four scenarios, plus an additional 1.00%. As a result of such adjustments, the estimated aggregate value of recoveries received by Holders of Allowed General Unsecured Claims (excluding those Claims held by the Consenting Sponsors) under the Plan increased from approximately $500,000 to approximately $650,000—or by more than 30 percent.

Additionally, the Plan provides for other changes that are beneficial to Holders of General Unsecured Claims. Notably, the Debtors’ Plan allow for the economic benefit of the successful prosecution of the alleged causes of action in the Amended Committee Standing Motion. Additionally, the Plan includes a Convenience Class that provides a recovery of 15 percent for Holders of General Unsecured Claims (other than at the TTWN Debtors) that make a Convenience Class Election, regardless of the dilution that would otherwise occur on account of the Term Loan / PGN Deficiency Claims. Last, the Debtors have opted not to take a recovery on account their Intercompany Notes Claims, along with other Holders of Claims that have agreed to forgo a recovery pursuant to the Disputed Committee Claims.

5. Liquidation Analysis and Intercompany Balances Funds Flow

For purposes of the best interest test analysis, intercompany claims are assumed to be asserted as General Unsecured Claims. As a result, the summary illustrates the gross movement of funds on account of claims to and from the Debtors. The proceeds reflect the total amount of funds received by Debtors on account of their claims on other Debtors and Non-Debtor Affiliates. Generally, these proceeds are not incremental funds received by the Debtors, but rather one half of the intercompany funds flow. The corresponding offset is the disbursements on account of claims owed to other Debtors and Non-Debtor Affiliates. This illustrates that any given Debtor may receive funds on account of an intercompany claim, but also pay funds out on account of other intercompany claims. In aggregate, the only incremental funds available to the estate are net proceeds received from Non-Debtor Affiliates that are not already considered assets of the Debtors.

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Intercompany Proceeds
From Debtors (Prepetition)	$	2,017.5
From Non-Debtors (Prepetition)		156.9
From Debtors (Postpetition)		1,639.5
From Non-Debtors (Postpetition)		17.0
Total	$	3,830.9
Intercompany Disbursements
To Debtors (Prepetition)	$	(2,017.5	)
To Non-Debtors (Prepetition)		(6.7	)
To Debtors (Postpetition)		(1,639.5	)
To Non-Debtors (Postpetition)		(13.0	)
Total	$	(3,676.7	)
Total Net Intercompany Proceeds to the Estates	$	154.2

Plan Recovery (As of September 6, 2018)						Best Interests Test
Legal Entity	General Unsecured Claims17		Low - General Unsecured Claims Recovery %			High - General Unsecured Claims Recovery %
Convenience Class (Cash)	$	19.6		15.00	%		3.02	%
iHeartMedia Management Services, Inc.		8.9		5.24	%		0.94	%
iHeartMedia, Inc.		8.6		100.00	%		0.93	%
iHeartMedia + Entertainment, Inc.		2.0		4.50	%		1.60	%
TTWN Media Networks, LLC		1.8		100.00	%		3.34	%
Capstar Radio Operating Company		0.6		6.38	%		2.64	%
Katz Media Group, Inc.		0.4		0.00	%		0.00	%
iHeartCommunications, Inc.		0.4		13.35	%		0.00	%
iHeartMedia Capital II, LLC		0.0		100.00	%		0.00	%
All Other Debtors (General Unsecured Claims are not anticipated)		N/A		N/A			N/A

6. Analysis of Intercompany Claims

The Debtors and their advisors, including A&M, undertook an extensive analysis of the Debtors’ intercompany transactions. To begin their review of intercompany transactions, the Debtors and their advisors analyzed intercompany balances by business unit and business unit counterparty from the Debtors’ accounting system as of February 28, 2018, March 31, 2018, and June 30, 2018. A&M then mapped those business units to legal entities, specifically noting Debtor entities, added certain adjustments performed manually at month end, and added certain balances held outside of the Debtors’ accounting system. A&M then estimated intercompany balances as of the Petition Date by calculating the change in balances from February 28, 2018 to March 31, 2018, multiplying such change by 14/31 (to account for the prepetition period in March), and adding the resulting quotient to the February 28, 2018 balance. Postpetition intercompany activity was estimated by subtracting the estimated Petition-Date balances from the June 30, 2018 balances.

¹⁷  Includes the General Unsecured Claims asserted by the Consenting Sponsors.

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To validate the Debtors’ intercompany balances, the Debtors and A&M reconciled the legal-entity intercompany matrix to trial balances from February 28, 2018, March 31, 2018, and June 30, 2018. The Debtors and A&M validated postpetition intercompany matrix balances by comparing such balances against the summation of all individual transactions for the period of March 15, 2018 through June 30, 2018. The balance of the intercompany note between the Debtors and CCOH as of the Petition Date was validated by leveraging the reconciliation report produced by the Debtors. All data and analyses were provided, reviewed, and approved by the Debtors.

The Debtors and A&M then queried the Debtors’ accounting system for all intercompany transactions dating back to January 1, 2004, producing over 50 million transactions, and aggregated business-unit level transactions that were then reconciled both to the business-unit level trial balances for years ending 2004 through 2017 and quarterly for December 31, 2016 through June 30, 2018. Included in the Debtors’ $217 billion of gross intercompany claims as of the Petition Date is approximately $49 billion of net intercompany activity arising prior to 2004, of which detail of the split between gross receivables and payables is limited due to a change in the Debtors’ accounting software that occurred in 2004. The Committee’s advisors were provided with the business-unit-to-legal-entity mapping as of March 31, 2018 and June 30, 2018.

A schedule of the Intercompany Claims owed between and among Debtor entities may be found by visiting the website of the Debtors’ Claims, Noticing, and Solicitation Agent at http://primeclerk.com/iHeartMediaIntercompanyBalances. The Debtors are currently assessing approximately $2.5 billion (or less than 1.0%) of the gross amount of Intercompany Claims to determine allocation to specific legal entities.

As previously disclosed in the Debtors’ Schedules and Statements (as defined herein), the Debtors’ books and records are maintained at a business-unit level (there are approximately 3,600 business units), which business units combine into specific legal entities. From time to time before and after the Petition Date, the Debtors reassess the legal entity into which a particular business unit combines. This reassessment may result in the movement of a business unit from one legal entity to another.

7. Analysis of General Unsecured Claims and Appropriate Thresholds

The Debtors and A&M conducted an initial review of all filed and scheduled claims as of August 2, 2018 using a materiality threshold of $300,000 variance from the Debtors’ books and records, and then conducted a more in-depth review of such claims. All filed and scheduled claims were assigned to various review categories based on these initial and follow-up analyses. Unliquidated claims were reviewed and estimated for purposes of the claims estimate. The Debtors’ legal team assisted in reviewing all legal matter claims asserted in these Chapter 11 Cases and provided an estimate based on GAAP requirements for quarterly litigation reserves. In connection with the Governmental Bar Date of September 11, 2018, the Debtors’ tax team worked with A&M to estimate general unsecured claims tax liability based on the Debtors’ books and records and filed claims as of August 2, 2018. These estimates, plus amounts for other claims that have been asserted or could be asserted but are not included in the Debtors’ estimate of General Unsecured Claims, were then used to determine the appropriate thresholds of the maximum amount of Allowed General Unsecured Claims at certain Debtors (which thresholds are a condition precedent to the Plan). The claim thresholds in the Plan’s conditions precedent are greater than the claim estimates in the Disclosure Statement by approximately $1.0 million at iHC, $4.3 million at IHM, and $1.1 million at the TTWN Debtors.

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D. CCOH Separation

On or before the Effective Date, the applicable Debtors will execute the CCOH Separation Documents, and on the Effective Date, the CCOH Separation will occur, pursuant to a Taxable Separation or a Tax-Free Separation.

To effectuate the CCOH Separation as a Taxable Separation, CCOH will merge with and into CCH, with CCH surviving the merger (the “CCOH/CCH Merger”) on the Effective Date. Prior to the CCOH/CCH Merger, (i) CCH will be released from its guarantees of all of the Debtors’ prepetition and postpetition indebtedness, including the DIP Facility, (ii) CCH will transfer its radio subsidiaries and certain other assets to iHC and (iii) Broader Media LLC and CC Finco LLC will distribute their CCOH stock to CCH. CCH will file a Form S-4 registration statement with the SEC to register the CCOH Interests that will be issued to the CCOH Class A common stockholders in the CCOH/CCH Merger in exchange for their CCOH Class A common stock. The CCOH Interests cannot be issued to the CCOH stockholders until (a) the SEC declares the Form S-4 registration statement effective, and (b) 20 calendar days have passed from the mailing of an Information Statement on Schedule 14C to CCOH’s Class A common stockholders. On the Effective Date, the Reorganized Debtors will transfer the CCOH Interests held by the Debtors upon completion of the CCOH/CCH Merger to applicable Holders of Allowed Claims as set forth in the Plan.

To effectuate the CCOH Separation as a Tax-Free Separation, on the Effective Date, the Reorganized Debtors will transfer the CCOH Interests held by the Debtors and by CC Finco, LLC and Broader Media, LLC (which are non-Debtor affiliates of the Debtors) to applicable Holders of Allowed Claims as set forth in the Plan.

The distribution of CCOH Interests under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution and by the terms and conditions of the instruments evidencing or relating to such distribution, which terms and conditions shall bind each Entity receiving such distribution, and shall be subject to compliance with applicable corporate law, securities laws, and stock exchange requirements.

E. Committee’s Position

The Plan is not currently supported by the Committee for the reasons set forth in the Committee Letter. In support of its view, the Committee contends, as follows:

• The Committee does not believe that the compromises contemplated under the Plan are fair and equitable to Holders of General Unsecured Claims.

• The Committee contends that the Plan fails to satisfy certain requirements of section 1129 of the Bankruptcy Code. More specifically, the Committee contends that the Plan (a) has not been proposed in good faith, (b) is premised on improper gerrymandering of Classes, (c) violates the absolute priority rule, (d) provides recoveries based on unlawful “gifting,” (e) results in disparate treatment, and (f) provides for broad releases for the Debtors’ insiders for no consideration to the Debtors’ Estates.

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• The Committee alleges that it was improper for the Debtors to execute the Restructuring Support Agreement after the Petition Date; accordingly, the Restructuring Support Agreement is neither binding nor effective. Further, the Committee contends that the Consenting Stakeholder support for the Restructuring Support Agreement improperly includes the outstanding indebtedness held by the Debtors and their Affiliates (i.e., the Intercompany Notes Claims). The Committee contends that the support of the 2021 Notes Claims/Legacy Notes Claims should be separately disclosed.

• The Committee alleges that the Plan sets forth that the Consenting Sponsors receive a recovery on their iHeart Interests while proposing to provide Holders of Allowed General Unsecured Claims with discounted recoveries on account of such Allowed Claims.

• The Committee alleges that the amendments to the Old Plan inadequately address the Amended Committee Standing Motion, because (a) such amendments do not properly implement the remedial scheme that would flow to Holders of Allowed General Unsecured Claims upon successful prosecution of the Disputed Committee Claims, and (b) instead provides greater recoveries to those Senior Creditors whose Claims and Liens would be avoided as a result of the Disputed Committee Claims than similarly situated Holders of Allowed General Unsecured Claims—resulting in disparate treatment.

• Since its appointment, the Committee contends that the Committee and its advisors have been working diligently to review the Plan and the fairness of the distributions proposed under the Plan. To date, the Committee has challenged the Liens and Claims of certain Holders of Allowed Term Loan Credit Agreement Claims and PGN Claims. The Committee’s investigation with respect to the Debtors’ equity sponsors remains ongoing.

• In addition to its investigation and its diligence of the Plan, the Committee believes it has engaged in various efforts to increase the value of the Debtors’ Estates and, ultimately, the value available for distribution to Holders of Allowed General Unsecured Claims. These efforts include, among others: (a) actively negotiating and obtaining beneficial modifications to the Debtors’ Incentive Plans, (b) litigating for and obtaining an aggregate cap on the amount of fees the Debtors’ investment bankers could earn, and (c) filing the Disputed ABL Claims Objection, seeking the disallowance and disgorgement of over $9 million in additional interest and fees payable to the ABL Agent.

The foregoing is more fully set forth in the Committee Letter, a copy of which will be included with the Debtors’ solicitation materials. The Debtors do not agree with the Committee’s positions, and will continue to assist the Committee with its diligence efforts and engage with the Committee in an effort to gain the Committee’s support of the Plan.

F. Recommendation

As discussed, the formulation of the Plan is a significant achievement for the Debtors in the face of lengthy and hard-fought negotiations. The Debtors strongly believe that the Plan is in the best interests of the Debtors’ Estates and represents the best available alternative at this time. Given the Debtors’ core strengths, including their industry-leading platforms, audiences, and strong ongoing revenue flow, the Debtors are confident they can efficiently implement the restructuring set forth in the Plan to ensure their long-term viability and success. For these reasons, the Debtors strongly recommend that Holders of Claims and Interests entitled to vote to accept or reject the Plan vote to accept the Plan. At this time, the Committee does not support the Plan and recommends that Holders of General Unsecured Claims vote to reject the Plan.

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ARTICLE III.

QUESTIONS AND ANSWERS

REGARDING THIS DISCLOSURE STATEMENT AND PLAN

A. What is chapter 11?

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equality of treatment for creditors and similarly situated equity interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that is comprised of all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

Consummating a chapter 11 plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

B. Why are the Debtors sending me this Disclosure Statement?

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires the Debtors to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the Plan and to share such disclosure statement with all Holders of Claims or Interests whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with these requirements.

C. Am I entitled to vote on the Plan?

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim or Interest you hold.¹⁸ Each category of Holders of Claims or Interests, as set forth in Article III of the Plan pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a “Class.” Each Class’s respective voting status is set forth below:

¹⁸  Certain Holders of General Unsecured Claims may have filed Proofs of Claim in the wrong case or against the wrong Debtor (e.g., against iHM, rather than against a Subsidiary Guarantor), including Debtors against which their Claims would be Unimpaired if Allowed. The Holders of such Claims filed against iHM or the TTWN Debtors will receive a notice of non-voting status in lieu of a ballot. For purposes of distribution, the Debtors may object and seek to disallow such improperly filed Claims pursuant to section 502(b) of the Bankruptcy Code and Bankruptcy Rule 3007(d). Holders of General Unsecured Claims will receive distributions set forth pursuant to Article III.C of the Plan based on which Debtor their Claims are Allowed against, regardless of whether or not such Holders had the opportunity to vote on the Plan.

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Class	Claim or Interest	Status	Voting Rights19
1	Secured Tax Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)
2	Other Secured Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)
3	Priority Non-Tax Claims	Unimpaired	Not Entitled to Vote (Deemed to Accept)
4	Secured Term Loan / 2019 PGN Claims	Impaired	Entitled to Vote
5A	Secured Non-9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims	Impaired	Entitled to Vote
5B	Secured Exchange 11.25% PGN Claims	Impaired	Entitled to Vote
6	iHC 2021 / Legacy Notes Claims	Impaired	Entitled to Vote
7A	General Unsecured Claims Against Non-Obligor Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)
7B	General Unsecured Claims Against TTWN Debtors	Unimpaired	Not Entitled to Vote (Deemed to Accept)
7C	Term Loan / PGN Deficiency Claims Against the TTWN Debtors	Impaired	Entitled to Vote
7D	iHC Unsecured Claims	Impaired	Entitled to Vote
7E	Guarantor Unsecured Claims (Other Than Exchange 11.25% PGN Claims) Against Guarantor Debtors Other Than CCH and the TTWN Debtors	Impaired	Entitled to Vote
7F	Guarantor Unsecured Claims Against CCH	Impaired	Entitled to Vote
7G	Convenience Claims	Impaired	Entitled to Vote
8	CCOH Due From Claims	Impaired	Entitled to Vote
9	iHeart Interests	Impaired	Entitled to Vote
10	Section 510(b) Claims	Impaired	Not Entitled to Vote (Deemed to Reject)
11	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)
12	Intercompany Interests	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept or Deemed to Reject)

¹⁹  For the avoidance of doubt, Holders of Allowed Intercompany Notes Claims shall have the right to vote such Allowed Claims in each respective Class that includes such Allowed Claims.

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At each of the Debtors (except for the TTWN Debtors), all unsecured Term Loan / PGN Deficiency Claims were classified with General Unsecured Claims because such Claims are unsecured, pari passu, and receiving identical forms and amounts of consideration on a Debtor-by-Debtor basis. The Debtors classified the unsecured Term Loan / PGN Deficiency Claims at the TTWN Debtors separately from other General Unsecured Claims at the TTWN Debtors in order to provide such General Unsecured Claims with the benefit of the Disputed Committee Claims and to pay such Claims in full. The Debtors also classified the 2021 Notes Claims with the Legacy Notes Claims because such Claims are unsecured, pari passu, and receiving identical forms and amounts of consideration. As discussed in this Disclosure Statement, the Debtors believe the Legacy Notes Trustee’s arguments in the adversary proceeding are without merit, and any classification argument premised on such adversary proceeding is similarly without merit.

In addition, the Committee appears to contend that Holders of Allowed Claims at an entity should not be entitled to vote on the Plan if such Holders are agreeing to waive their recovery on account of such Claims. The Debtors disagree with this contention, and the Plan contemplates that such Holders of Allowed Claims should be entitled to vote in each Class where they have Allowed Claims (as required by the Bankruptcy Code).

D. What will I receive from the Debtors if the Plan is consummated?

The following chart provides a summary of the anticipated recovery to Holders of Claims or Interests under the Plan. Any estimates of Claims or Interests in this Disclosure Statement may vary from the final amounts allowed by the Bankruptcy Court. Your ability to receive distributions under the Plan depends upon the ability of the Debtors to obtain Confirmation and satisfy the conditions necessary to obtain Consummation of the Plan.

Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the Holder of an Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the later of the Effective Date and the date such Holder’s Claim or Interest becomes an Allowed Claim or Allowed Interest or as soon as reasonably practicable thereafter. Projected Claims included in the summary table below reflect the Debtors’ analysis of all Proofs of Claim filed as of the Claims Bar Date on June 29, 2018.

Notwithstanding anything to the contrary herein, such distributions shall be subject in all respects to any rights of the Notes Trustees and Agents, the iHeart Transfer Agent, and the CCOH Transfer Agent to assert a charging lien against such distributions. For the avoidance of doubt, Bank of New York, in its capacity as Legacy Notes Trustee for the issuance of the 5.50% Legacy Notes, shall have the right to assert a charging lien against distributions that would have been made to the 5.50% Legacy Notes but are instead being distributed to Holders of the non-5.50% Legacy Notes pursuant to the Plan.

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The projected recoveries set forth in the table below are estimates only and therefore are subject to change. For a complete description of the Debtors’ classification and treatment of Claims and Interests, reference should be made to the entire Plan.²⁰

SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
1	Secured Tax Claims	Each Holder of an Allowed Secured Tax Claim shall receive, at the option of the applicable Reorganized Debtor: (i) payment in full in Cash of such Holder’s Allowed Secured Tax Claim; or (ii) equal semi-annual Cash payments commencing as of the Effective Date or as soon as reasonably practicable thereafter and continuing for five years, in an aggregate amount equal to such Allowed Secured Tax Claim, together with interest at the applicable non-default rate under applicable non-bankruptcy law, subject to the option of the applicable Reorganized Debtor to prepay the entire amount of such Allowed Secured Tax Claim during such time period.	$2,400,000	100%

²⁰  The recoveries set forth below may change based upon changes in the amount of Claims that are Allowed (as defined in the Plan) as well as other factors related to the Debtors’ business operations and general economic conditions. Further, the projected recoveries do not account for any dilution on account of the Post-Emergence Equity Incentive Program and, accordingly, recoveries for Holders of Allowed Claims and Allowed Interests that receive distributions of New iHeart Common Stock/Special Warrants (or beneficial interests in the FCC Trust) may be lower than the projected range of recoveries set forth below.

²¹  The Consenting Sponsors timely-filed proofs of claim against each of the Debtors in an amount no less than $15 million, plus certain contingent and unliquidated amounts. The projected amount of Claims set forth in this chart includes, for illustrative purposes only, a General Unsecured Claim of approximately $8.2 million at each of the Debtors relating to General Unsecured Claims on account of such claims. These Claims are not currently Allowed by the Plan or disallowed by the Plan. The Committee states that the Consenting Sponsors are being paid in full in cash on account of their General Unsecured Claims but impaired general unsecured creditors are to receive recoveries ranging from between 0% and 14.44%. The Committee’s statement is incomplete and potentially confusing because it could be read to imply that the General Unsecured Claims of the Consenting Sponsors are being separately classified from other General Unsecured Claims, treated differently from other General Unsecured Claims, or are deemed Allowed under the Plan. They are not. Under the Plan, the Consenting Sponsors’ General Unsecured Claims, to the extent Allowed against a Debtor(s), will receive the same treatment as other Allowed General Unsecured Claims at such Debtor(s) and only will be paid in full if (a) other Allowed General Unsecured Claims at such entity also are being paid in full or (b) the recoveries of the Consenting Sponsors’ General Unsecured Claims at all such Debtors where they are Allowed results in an aggregate recovery in full.

²²  Any low and high ranges included in projected recoveries correspond to the valuation range in the analysis performed by Moelis (as defined below), the Debtors’ investment banker and financial advisor, and attached hereto as Exhibit G.

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
2	Other Secured Claims	Each Holder of an Allowed Other Secured Claim shall receive, at the option of the applicable Reorganized Debtor: (i) payment in full in Cash of such Holder’s Allowed Other Secured Claim; (ii) Reinstatement of such Holder’s Allowed Other Secured Claim; (iii) delivery of the collateral securing such Holder’s Allowed Other Secured Claim; or (iv) such other treatment rendering such Holder’s Allowed Other Secured Claim Unimpaired.	N/A	N/A
3	Priority Non-Tax Claims	Each Holder of an Allowed Priority Non-Tax Claim shall receive, at the option of the applicable Reorganized Debtor, payment in full in Cash of such Holder’s Allowed Priority Non-Tax Claim or such other treatment rendering such Holder’s Allowed Priority Non-Tax Claim Unimpaired.	$2,800,000	100%
4	Secured Term Loan / 2019 PGN Claims	Each Holder of an Allowed Secured Term Loan / 2019 PGN Claim shall receive its Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4 that are not Intercompany Notes Claims) of: (i) either (x) the Secured Term Loan / 2019 PGN Supplemental Distribution or (y) if the FCC Trust is utilized as described in the Plan, the Secured Term Loan / 2019 PGN Supplemental Non-Equity Distribution and 2.21 percent of the beneficial interests in the FCC Trust, (ii) Class 4’s Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4 and Class 5A that are not Intercompany Notes Claims) of either (x) 13.98 percent of the Remaining Distribution or (y) if the FCC Trust is utilized as described in the Plan, 13.98 percent of the Remaining Non-Equity Distribution and 12.54 percent of the beneficial interests in the FCC Trust, and (iii) Class 4’s Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4, Class 5A, and Class 5B that are not Intercompany Notes Claims) of the Excess Cash. Pursuant to the Plan Settlement, each Secured Term Loan / 2019 PGN Claim that is an Intercompany Notes Claim will be cancelled and there shall be no distributions made on account of any such Secured Term Loan / 2019 PGN Claim.	$1,306,203,627	100%

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
5A	Secured Non-9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims	Each Holder of an Allowed Secured Non-9.0% PGN Due 2019 Claim other than Exchange 11.25% PGN Claims shall receive its Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 5A that are not Intercompany Notes Claims) of (i) Class 5A’s Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4 and Class 5A that are not Intercompany Notes Claims) of either (x) 7.42 percent of the Remaining Distribution or (y) if the FCC Trust is utilized as described in the Plan, 7.42 percent of the Remaining Non-Equity Distribution and 6.66 percent of the beneficial interests in the FCC Trust, and (ii) Class 5A’s Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4, Class 5A, and Class 5B that are not Intercompany Notes Claims) of the Excess Cash. Pursuant to the Plan Settlement, each Secured Non-9.0% PGN Due 2019 Claim other than Exchange 11.25% PGN Claims that is an Intercompany Notes Claim will be cancelled and there shall be no distributions made on account of any such Secured Non-9.0% PGN Due 2019 Claim other than Exchange 11.25% PGN Claim.	$589,213,774	100%

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
5B	Secured Exchange 11.25% PGN Claims	Each Holder of an Allowed Secured Exchange 11.25% PGN Claim shall receive its Pro Rata share of (i) either (x) the Exchange 11.25% PGNs Distribution or (y) if the FCC Trust is utilized as described in the Plan, the Exchange 11.25% PGNs. Non-Equity Distribution and 2.07 percent of the beneficial interests in the FCC Trust, and (ii) Class 5B’s Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 4, Class 5A, and Class 5B that are not Intercompany Notes Claims) of the Excess Cash. Pursuant to the Plan Settlement, each Secured Exchange 11.25% PGN Claim that is an Intercompany Notes Claim will be cancelled and there shall be no distributions made on account of any such Secured Exchange 11.25% PGN Claim.	$374,979,79223	100%

²³  The projected amount of Claims in Class 5B includes approximately $180 million of Allowed Exchange 11.25% PGN Claims held by the Debtors (plus accrued interest on account of such Allowed Exchange 11.25% PGN Claims). The projected recovery under the Plan for Class 5B does not include such Allowed Exchange 11.25% PGN Claims in Class 5B because such Allowed Claims are Allowed Intercompany Notes Claims that will be cancelled without any distribution on account of such Allowed Claims as set forth pursuant to Article III.C of the Plan.

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
6	iHC 2021 / Legacy Notes Claims	Each Holder of an Allowed iHC 2021 / Legacy Notes Claim shall receive its Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 6 that are not Intercompany Notes Claims) of: (i) $200,000,000 aggregate principal amount of the New Debt, allocated proportionally by principal amount among New Term Loans, New Secured Notes, and New Unsecured Notes; and (ii) either (x) the iHC 2021 / Legacy Notes Equity Distribution or (y) if the FCC Trust is utilized as described in the Plan, 5.0 percent of the beneficial interests in the FCC Trust. Pursuant to the Plan Settlement, each iHC 2021 / Legacy Notes Claim that is an Intercompany Notes Claim will be cancelled without any distribution on account of such iHC 2021 / Legacy Notes Claim, and (i) the distribution that otherwise would have been made on account of such Intercompany Notes Claims that are 2021 Notes Claims shall be allocated, Pro Rata, to Holders of Allowed 2021 Notes Claims that are not Intercompany Notes Claims, and (ii) the distribution that otherwise would have been made on account of such Intercompany Notes Claims that are Legacy Notes Claims shall be allocated, Pro Rata, to Holders of Allowed Legacy Notes Claims that are not Intercompany Notes Claims.	$2,953,751,49924	14.44%
7A	General Unsecured Claims Against Non- Obligor Debtors	Each Holder of an Allowed General Unsecured Claim against the Non-Obligor Debtors shall receive, at the option of the applicable Reorganized Non-Obligor Debtor, payment in full in Cash of such Holder’s Allowed General Unsecured Claim against such Non-Obligor Debtor or such other treatment rendering such Holder’s Allowed General Unsecured Claim against such Non-Obligor Debtor Unimpaired.	$8,605,328	100%

²⁴  The projected amount of Claims in Class 6 includes approximately $511 million of Allowed iHC 2021 / Legacy Notes Claims held by the Debtors (plus accrued interest on account of such Allowed iHC / 2021 Legacy Notes Claims). The projected recovery under the Plan for Class 6 does not include such Allowed iHC 2021 / Legacy Notes Claims because (a) such Allowed Claims are Allowed Intercompany Notes Claims that will be cancelled without any distribution on account of such Allowed Claims, and (b) the distribution that otherwise would have been made on account of such Allowed Claims will be allocated as set forth pursuant to the Article III.C of the Plan.

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
7B	General Unsecured Claims Against TTWN Debtors	Each Holder of an Allowed General Unsecured Claim against the TTWN Debtors shall receive, at the option of the applicable Reorganized TTWN Debtor, payment in full in Cash of such Holder’s Allowed General Unsecured Claim against a TTWN Debtor or such other treatment rendering such Holder’s Allowed General Unsecured Claim against a TTWN Debtor Unimpaired.	$1,803,952	100%
7C	Term Loan / PGN Deficiency Claims Against the TTWN Debtors	Pursuant to the Plan Settlement, the distributions on account of each Term Loan / PGN Deficiency Claim in this Class shall be deemed satisfied by the distributions provided in Class 7E, and the distributions to other parties provided in Class 6, Class 7D, and Class 8.	$10,949,820,877	0%
7D	iHC Unsecured Claims	Each Holder of an Allowed iHC Unsecured Claim shall receive payment of Cash equal to 14.44 percent of the Allowed amount of such Allowed iHC Unsecured Claim. Pursuant to the Plan Settlement, each Term Loan / PGN Deficiency Claim against iHC will be cancelled without any distribution on account of such Term Loan / PGN Deficiency Claim against iHC.	$13,455,022,496	14.44%
7E	Guarantor Unsecured Claims (Other Than Exchange 11.25% PGN Claims) Against Guarantor Debtors Other Than CCH and the	Each Holder of an Allowed Guarantor Unsecured Claim, excluding Allowed Exchange 11.25% PGN Claims, against a Guarantor Debtor other than CCH and the TTWN Debtors shall receive its Pro Rata share (calculated, on a Debtor-by-Debtor basis, based on the total aggregate amount of Allowed Claims in Class 7E for such Debtor), of (a) the percent of the Remaining Distribution set forth in the table set forth in Article III.C of the Plan with respect to each Guarantor Debtor other than CCH and the TTWN Debtors, or (b) if the FCC Trust is	$13,370,542,976	0% -7.80%

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
	TTWN Debtors	utilized as described in the Plan, the percent of the beneficial interests in the FCC Trust and Remaining Non-Equity Distribution set forth in the table set forth in Article III.C of the Plan with respect to each Guarantor Debtor other than CCH; and the TTWN Debtors; provided that all distributions on account of the 2021 Notes Claims in Class 7E shall be distributed to the Holders of the Allowed Term Loan / PGN Deficiency Claims that are not Intercompany Notes Claims to the extent required pursuant to the 2021 Notes Indenture; provided further that the distributions that otherwise would have been made on account of Intercompany Notes Claims that are Term Loan / PGN Deficiency Claims (excluding Exchange 11.25% PGN Claims) shall be allocated, Pro Rata, to Holders of Allowed Term Loan / PGN Deficiency Claims (excluding Exchange 11.25% PGN Claims) that are not Intercompany Notes Claims.
7F	Guarantor Unsecured Claims Against CCH	Each Holder of an Allowed Guarantor Unsecured Claim against CCH shall receive its Pro Rata share of 100 percent of the CCOH Interests held by the Debtors and CC Finco, LLC and Broader Media, LLC, which are non-Debtor affiliates of the Debtors (which is estimated to be approximately 89.5% of all outstanding CCOH Interests); provided that all distributions on account of the 2021 Notes Claims in Class 7F shall be distributed to the Holders of Allowed Term Loan / PGN Deficiency Claims that are not Intercompany Notes Claims pursuant to the 2021 Notes Indenture; provided further that the distributions that otherwise would have been made on account of Intercompany Notes Claims that are Term Loan / PGN Deficiency Claims shall be allocated, Pro Rata, to Holders of Allowed Term Loan / PGN Deficiency Claims that are not Intercompany Notes Claims.	$13,454,622,496	11.55%

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SUMMARY OF EXPECTED RECOVERIES
Class	Claim/Equity Interest	Treatment of Claim/Equity Interest	Projected Amount of Claims21	Projected Recovery Under the Plan22
7G	Convenience Claims	Each Holder of an Allowed Convenience Claim shall receive an amount of Cash equal to 15 percent of its Allowed Convenience Claim.	$17,908,134	15.00%
8	CCOH Due From Claims	CCOH, as the Holder of the CCOH Due From Claims, shall receive payment of Cash equal to 14.44 percent of the Allowed amount of such Allowed CCOH Due From Claim.	$1,031,721,306	14.44%
9	iHeart Interests	Each Holder of an Allowed iHeart Interest shall receive its share of either (x) the iHeart Interests Equity Distribution or (y) if the FCC Trust is utilized as described in the Plan, 1.0 percent of the beneficial interests in the FCC Trust, and such distributions shall be made in accordance with the terms of the documents providing for corporate governance of iHeart.	N/A	N/A
10	Section 510(b) Claims	All Section 510(b) Claims, if any, shall be discharged, cancelled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Allowed Section 510(b) Claims will not receive any distribution on account of such Allowed Section 510(b) Claims.	N/A25	N/A
11	Intercompany Claims	All Intercompany Claims shall be, at the option of the Reorganized Debtors and the Required Consenting Senior Creditors, either (a) Reinstated or (b) cancelled without any distribution on account of such interests.	N/A	N/A
12	Intercompany Interests	All Intercompany Interests shall be, at the option of the Reorganized Debtors, either (a) Reinstated in accordance with Article III.G of the Plan or (b) cancelled without any distribution on account of such Intercompany Interests.	N/A	N/A

²⁵  The Debtors’ position is that there are no valid Section 510(b) Claims. Accordingly, the Debtors believe that Class 10 shall be deemed eliminated from the Plan in accordance with Article III.E of the Plan. However, certain Holders of Legacy Notes Claims have filed proofs of Section 510(b) Claims. To date, no party in interest has objected to such Section 510(b) Claims. In the event that no such objection is timely filed, or, in the event that any such objection is timely filed and the Court allows such Section 510(b) Claims, the Holders of such Section 510(b) Claims may object to Confirmation of the Plan on various grounds, including that the Plan violates section 1129(b) of the Bankruptcy Code, which could prevent Confirmation of the Plan.

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E. What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, or Priority Tax Claim?

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims or Interests set forth in Article III of the Plan.

1. Administrative Claims

Except as otherwise specifically provided in the Plan, and except to the extent that a Holder of an Allowed Administrative Claim agrees to a less favorable treatment with respect to such Holder, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims and Holders of DIP Claims) will receive in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Administrative Claim an amount of Cash equal to the amount of the unpaid or unsatisfied portion of such Allowed Administrative Claim in accordance with the following: (a) if such Administrative Claim is Allowed on or prior to the Effective Date, no later than 30 days after the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date, in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claim; (d) at such time and upon such terms as may be agreed upon by the Holder of such Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable; or (e) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court.

A notice setting forth the Administrative Claims Bar Date will be (a) Filed on the Bankruptcy Court’s docket and served with the notice of entry of the Confirmation Order, and (b) posted on the Claims, Noticing, and Solicitation Agent’s website. Except as otherwise provided in Article II.A of the Plan, and except for Professional Fee Claims, DIP Claims and Claims for Consenting Stakeholder Fees, and unless previously Filed, requests for payment of Administrative Claims (other than Administrative Claims arising under section 503(b)(9) of the Bankruptcy Code) must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, or their property, and such Administrative Claims shall be deemed discharged as of the Effective Date without the need for any objection from the Reorganized Debtors or any notice to or action, order, or approval of the Bankruptcy Court or any other Entity. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed by Final Order of the Bankruptcy Court.

Objections to requests for payment of such Administrative Claims, if any, must be Filed with the Bankruptcy Court and served on the Reorganized Debtors and the requesting Holder no later than the Administrative Claims Objection Bar Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and prior Bankruptcy Court orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and satisfied in accordance with, an order that becomes a Final Order of the Bankruptcy Court.

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2. DIP Claims

DIP Claims will be satisfied as set forth in Article II.C of the Plan, as restated herein. The DIP Claims shall be Allowed as of the Effective Date in an amount equal to (a) the principal amount outstanding under the DIP Facilities on such date, (b) all interest accrued and unpaid thereon to the date of payment and (c) any and all accrued and unpaid fees, expenses and indemnification or other obligations of any kind payable under the DIP Credit Agreement Documents.

Except to the extent that a Holder of an Allowed DIP Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, each Allowed DIP Claim, on the Effective Date, all Holders of Allowed DIP Claims shall (a) to the extent clause (b) below does not apply, receive payment in full in Cash of their Allowed DIP Claims from the Debtors (the “Repaid DIP Claims”), at which time all Liens and security interests granted to secure such obligations shall be automatically terminated and of no further force and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity, or (b) solely in the event that the conditions precedent set forth on Annex I of the New ABL Credit Agreement Term Sheet shall have been satisfied prior to or contemporaneously with the Effective Date or validly waived, have their Allowed DIP Claims converted into New ABL Indebtedness on a dollar-for-dollar basis (such converted DIP Claims the “Converted DIP Claims”) in accordance with the terms of the New ABL Credit Agreement (under clause (i) of the definition thereof), the New ABL Credit Agreement Term Sheet and the DIP Credit Agreement (including, without limitation, Section 2.18), and the Holders of such Converted DIP Claims shall upon such conversion become New ABL Credit Agreement Lenders. If the Allowed DIP Claims become Converted DIP Claims, contemporaneously with such conversion, all liens and security interests granted to secure the obligations arising under the DIP Credit Agreement shall continue, remain in effect and be deemed to secure the obligations under the New ABL Credit Agreement Documents (the “Continuing Liens”).

Notwithstanding anything to the contrary in the Plan or the Confirmation Order, (i) any Contingent DIP Obligations that do not receive the treatment above shall survive the Effective Date, shall not be discharged or released pursuant to the Plan or the Confirmation Order and, solely in the event that the Allowed DIP Claims become Converted DIP Claims, shall continue to be secured by all liens and security interests granted to secure the obligations arising under the New ABL Credit Agreement, and (ii) the DIP Facilities and the DIP Credit Agreement Documents shall continue in full force and effect after the Effective Date with respect to any obligations thereunder governing (A) the Contingent DIP Obligations and (B) the relationships among the DIP Agent and the DIP Lenders, as applicable, including but not limited to, those provisions relating to the rights of the DIP Agent and the DIP Lenders to expense reimbursement, indemnification and other similar amounts (either from the Debtors or the DIP Lenders), reinstatement obligations pursuant to Section 10.28 of the DIP Credit Agreement and any provisions that may survive termination or maturity of the DIP Facilities in accordance with the terms thereof. After the Effective Date, the Reorganized Debtors shall continue to reimburse the DIP Agent and the DIP Lenders for any reasonable fees and expenses (including reasonable and documented legal fees and expenses) incurred by the DIP Agent and the DIP Lenders after the Effective Date that survive termination or maturity of the DIP Facilities in accordance with the terms thereof. The Reorganized Debtors shall pay all of the amounts that may become payable to the DIP Agent or any of the DIP Lenders under any of the foregoing provisions in accordance with the terms of the DIP Credit Agreement Documents.

Notwithstanding anything to the contrary in the Plan or the Confirmation Order, requests for payment and expenses of professionals compensated pursuant to the DIP Order are not required to be filed and served other than in compliance with the procedures set forth in the DIP Order.

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3. Priority Tax Claims

Priority Tax Claims will be satisfied as set forth in Article II.D of the Plan, as summarized herein. Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.

F. Are any regulatory approvals required to consummate the Plan?

The FCC must (a) grant the FCC Long Form Applications or (b) consent to the implementation of the FCC Trust pending the grant of the FCC Long Form Applications in order for the Debtors to consummate the Plan. If the FCC does not grant the FCC Long Form Applications prior to consummation of the Plan but consents to the implementation of the FCC Trust, the FCC must grant the FCC Long Form Applications for the Transfer of Control to occur following consummation of the Plan.

There are no known additional U.S. regulatory approvals that are required to consummate the Plan. However, to the extent any such additional regulatory approvals or other authorizations, consents, rulings, or documents are necessary to implement and effectuate the Plan, it is a condition precedent to the Effective Date that they be obtained.

G. What happens to my recovery if the Plan is not confirmed or does not go effective?

In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to reorganize their businesses. It is possible that any alternative may provide Holders of Claims or Interests with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended chapter 11 case, or of a liquidation scenario, see Article XI.B of this Disclosure Statement and the Liquidation Analysis attached hereto as Exhibit E.

H. If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that must be satisfied or waived so that the Plan can go effective. Initial distributions to Holders of Allowed Claims and Allowed Interests will only be made on the date the Plan becomes effective—the “Effective Date”—or as soon as reasonably practicable thereafter, as specified in the Plan. See Article IX of the Plan for the conditions precedent to Consummation of the Plan.

Further, Article IX of the Plan (which provision may be waived pursuant to Article IX.B of the Plan) includes the following as a condition precedent to Consummation of the Plan: the Required Consenting Senior Creditors shall have determined in their reasonable judgment, with the assistance of their financial and legal advisors, that (i) the aggregate amount of Allowed General Unsecured Claims against Non-Obligor Debtors classified into Class 7A, excluding Allowed General Unsecured Claims held by the Consenting Sponsors, is reasonably expected to be equal to or less than $4.75 million; (ii) the aggregate amount of Allowed General Unsecured Claims against the TTWN Debtors classified into Class 7B, excluding Allowed General Unsecured Claims held by the Consenting Sponsors, is reasonably expected to be equal to or less than $3.0 million, and (iii) the aggregate amount of Allowed iHC Unsecured Claims classified into Class 7D, excluding Term Loan / PGN Deficiency Claims and Allowed General Unsecured

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Claims held by the Consenting Sponsors, is reasonably expected to be equal to or less than $2.0 million or (b) the Bankruptcy Court shall have entered a Final Order estimating (i) the aggregate amount of Allowed General Unsecured Claims against Non-Obligor Debtors classified into Class 7A, excluding Allowed General Unsecured Claims held by the Consenting Sponsors, to be equal to or less than $4.75 million; (ii) the aggregate amount of Allowed General Unsecured Claims against the TTWN Debtors classified into Class 7B, excluding Allowed General Unsecured Claims held by the Consenting Sponsors, to be equal to or less than $3.0 million, and (iii) the aggregate amount of Allowed iHC Unsecured Claims classified into Class 7D, excluding Term Loan / PGN Deficiency Claims and Allowed General Unsecured Claims held by the Consenting Sponsors, to be equal to or less than $2.0 million.

I. Is there potential litigation related to the Plan?

Parties in interest may object to the approval of this Disclosure Statement and may object to Confirmation of the Plan as well, which objections potentially could give rise to litigation. See Article IX.C.7 of this Disclosure Statement. As set forth pursuant to Article II.E of this Disclosure Statement, the Committee does not currently support the Plan. In addition, the Legacy Notes Trustee and certain Holders of Legacy Notes Claims do not support the Plan.

In the event that it becomes necessary to confirm the Plan over the rejection of certain Classes, the Debtors may seek confirmation of the Plan notwithstanding the dissent of such rejecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cram down” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an impaired class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See Article IX.A.5 of this Disclosure Statement.

J. Will the final amount of Allowed General Unsecured Claims affect the recovery of Holders of Allowed Unsecured Claims Entitled to Vote under the Plan?

Article II.B of this Disclosure Statement sets forth a chart of the projected range of recoveries, on a Debtor-by-Debtor basis, that Holders of Allowed General Unsecured Claims would receive based on estimates of projected Allowed General Unsecured Claims at each of the applicable Classes set forth in the Plan assuming (a) a low case of projected Allowed General Unsecured Claims, and (b) a high case of projected Allowed General Unsecured Claims.

Although the Debtors’ estimate of Allowed General Unsecured Claims is the result of the Debtors’ and their advisors’ careful analysis of available information, General Unsecured Claims actually asserted against the Debtors may be higher or lower than the Debtors’ estimate provided herein, which difference could be material. The total amount of General Unsecured Claims asserted against the Debtors pursuant to Proofs of Claim filed in the Chapter 11 Cases is $1.3 billion, which is significantly higher than the estimate of Allowed General Unsecured Claims set forth in Article II.B of this Disclosure Statement. The projected amount of Allowed General Unsecured Claims set forth in Article II.B of this Disclosure Statement is subject to change.

As of the Petition Date, the Debtors were parties to certain litigation matters that arose in the ordinary course of operating their businesses and could become parties to additional litigation in the future as a result of conduct that occurred prior to the Petition Date. Although the Debtors have disputed, are disputing, or will dispute in the future the amounts asserted by such litigation counterparties, to the extent these parties are ultimately entitled to a higher amount than is reflected in the amounts estimated by the Debtors herein, the value of recoveries to Holders of Allowed General Unsecured Claims could change as well, and such changes could be material.

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Finally, the Debtors or other parties in interest may object to certain Proofs of Claim, and any such objections ultimately could cause the total amount of Allowed General Unsecured Claims to vary from the Debtors’ estimates. These changes could affect recoveries to Holders of Allowed General Unsecured Claims, and such changes could be material.

K. How do I know if I hold a Convenience Claim or General Unsecured Claim in Class 7E or Class 7F and what does that mean for my Claim if I do?

Under the Plan, a Convenience Claim is a General Unsecured Claim against Guarantor Debtors in Class 7E or Class 7F (a) in the amount of $50,000 or less, or (b) in an amount greater than $50,000 that the Holder thereof elects to have reduced to $50,000 and treated as a Convenience Claim pursuant to a voluntary election on such Holder’s ballot.

The ballot for Classes 7E and 7F each contains instructions with respect to how Holders of such Claims may elect treatment as a Holder of a Convenience Claim.

As set forth in Article II.B above, the projected recovery percentage for each Holder of an Allowed Convenience Claim is 15% of its Allowed Convenience Claim amount, which is in Cash and greater than the projected recovery percentage for Holders of Allowed General Unsecured Claims in Class 7E and Class 7F. Holders of Allowed Convenience Claims will also receive their distributions on a relatively more expedited basis than Holders of Allowed General Unsecured Claims in Classes 7E and 7F, as such Claims that are Allowed will be paid in accordance with the Plan on the Effective Date or as soon as reasonably practicable thereafter. Further, Holders of Allowed Convenience Claims face no risk of dilution in the event that the aggregate amount of Claims in Classes 7E and 7F is higher than projected above. In contrast, Holders of Claims in Classes 7E and 7F must wait for the completion of a comparatively longer Claims administration process to receive payment of debt/ equity and the amount of such payment of debt/ equity is ultimately less certain. In any event, Holders of Convenience Claims may elect pursuant to each such Holder’s ballot to instead be treated as a Holder of a Claim in Class 7E or Class 7F, respectively.

L. How will the preservation of certain Causes of Action affect my recovery under the Plan?

The Plan provides for the retention of all Causes of Action other than those that are waived, relinquished, exculpated, released, compromised, or settled.

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and Reorganized Debtors as of the Effective Date.

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the Debtors against an Entity is waived, relinquished,

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exculpated, released, compromised, or settled in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes of Action for later adjudication, and, therefore no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation. Notwithstanding the foregoing, the Texas Litigation shall be dismissed with prejudice on the Effective Date.

The Reorganized Debtors reserve and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor may hold against any Entity shall vest in the applicable Reorganized Debtor, except as otherwise provided in the Plan, including Article VIII of the Plan. The applicable Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court.

The recoveries received as a result of the successful prosecution of any retained Causes of Action will vest in the Reorganized Debtors for the benefit of the Reorganized Debtors’ creditors and other stakeholders.

M. Will there be releases and exculpation granted to parties in interest as part of the Plan?

Yes, the Plan provides for releases by both the Debtors and third parties of the Released Parties, and exculpation of the Exculpated Parties, including release of the CCOH Litigation by CCOH against the Released Parties (as described below). The Debtors’ releases, third-party releases, and exculpation provisions included in the Plan are an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations among the Debtors and the other parties to the Restructuring Support Agreement in obtaining their support for the Plan pursuant to the terms of the Restructuring Support Agreement. The Consenting Stakeholders would not have agreed to the terms and conditions of the Restructuring Support Agreement and to support the Plan pursuant thereto without the release and exculpation provisions.

Importantly, all Holders of Claims or Interests that do not opt out or File an objection with the Bankruptcy Court in the Chapter 11 Cases that expressly objects to the inclusion of such Holder as a Releasing Party under the provisions contained in Article VIII of the Plan will be deemed to have expressly, unconditionally, generally, individually, and collectively consented to the release and discharge of all Claims and Causes of Action against the Debtors and the Released Parties to the extent set forth in the Plan. The releases are an integral element of the Plan.

The Released Parties and the Exculpated Parties have made substantial and valuable contributions to the Debtors’ restructuring through efforts to negotiate and implement the Plan, which will maximize and preserve the going-concern value of the Debtors for the benefit of all parties in interest. For example, certain of the Consenting Stakeholders have agreed to significant reductions in the amounts of their claims against the Debtors’ Estates and have also agreed to equitize certain secured, valid debt. Similarly, the Consenting Sponsors have agreed not to trade their equity interests, which would otherwise result in certain negative tax implications to the Debtors. In addition, many of the Released Parties and Exculpated Parties are entitled to indemnification by the Debtors, which indemnification obligations are expressly preserved under the Plan. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions.

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The Plan embodies the Plan Settlement, a global settlement of claims and causes of action between the Debtors and the Consenting Stakeholders. Prior to the Petition Date, the Debtors negotiated a comprehensive Restructuring Support Agreement with organized groups of their lenders and stakeholders. Such efforts culminated in the execution of the Restructuring Support Agreement that carries the support of the Consenting Stakeholders, including the Consenting Sponsors and a supermajority of claims across the Debtors’ capital structure constituting nearly $12 billion of outstanding debt obligations.

To effectuate the global settlement embodied in the Plan, the Plan includes certain Debtor and third-party releases, an exculpation provision, and an injunction provision. These provisions comply with the Bankruptcy Code and prevailing law because, among other reasons, they are the product of extensive good faith, arms’-length negotiations, were material inducements for the Consenting Stakeholders to enter into the Restructuring Support Agreement and the comprehensive settlement embodied in the Plan, and are supported by the Debtors and the Consenting Stakeholders.

1. Debtor Release

The Debtor Release is in the best interest of the Debtors’ estates and well within the Debtors’ business judgment. The Debtors would not be where they are today, on the verge of soliciting and preparing for confirmation of a highly consensual and value-maximizing transaction that resolves myriad complex issues, without the participation of the Released Parties. In particular, the Plan provides for releases by the Debtors and related parties of any and all Causes of Action, including any derivative claims, that the Debtors could assert against holders, agents, and trustees of the Debtors’ prepetition funded debt and postpetition DIP financing, the Debtors’ current and former directors and officers, and related parties. In addition to being fair and equitable, the Debtor release is in the best interest of their Estates.

First, as set forth in Article VI.F of this Disclosure Statement, the Special Committee was delegated authority over decisions with respect to, among other things, the maturing 2016 Legacy Notes and the exchange offer commenced in March 2017, and undertook a thorough investigation of potential Claims and Causes of Action against the equity interest owners of the Debtors. As noted therein, nothing to date in the investigation has caused the Special Committee to believe that it should exercise the “fiduciary out” under the Restructuring Support Agreement or Plan, to terminate the Restructuring Support Agreement, or to seek to modify the releases contained in the Plan pursuant to the Restructuring Support Agreement. In addition, as set forth more fully in the Debtors’ Standing Objection, the Debtors are pursuing the Disputed Claims (as defined in the Debtors’ Standing Objection) as part of the Plan Settlement (and, after successfully negotiating with the Term Loan / PGN Group and Term Lender Group, providing the economic value of the Disputed Committee Claims to Holders of Allowed General Unsecured Claims assuming the Committee were successful in prosecuting the Disputed Committee Claims).

Second, prosecution of the Claims and Causes of Action released under the Debtor release would be complex and time consuming and could mire the Debtors and parties in interest in litigation rather than effectuating a consensual restructuring. Simply put, as of this time, the Debtors do not believe that they have material causes of action against any of the Released Parties that would justify the risk, expense, and delay of pursuing any such causes of action. Importantly, the Debtor release provides finality and avoids significant delay, and therefore the inclusion of the Debtor release is worthwhile and inures to the benefit of all the Debtors’ stakeholders.

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Third, the Plan, including the Debtor release, was vigorously negotiated prepetition and postpetition by sophisticated entities that were represented by able counsel and financial advisors, including the Term Loan / PGN Group, the 2021 Noteholder Group, the Term Lender Group, and the Consenting Sponsors, and includes the settlement of Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The release provisions were a necessary element of consideration that these parties required before entering into the Restructuring Support Agreement and agreeing to support the Plan.

Notably, the Parties to the Restructuring Support Agreement (which has broad support of parties across the Debtors’ capital structure) have agreed to equitize and/or take reduced recoveries on account of their Claims and make other material concessions in order to significantly deleverage the Debtors’ prepetition capital structure. The Term Loan / PGN Group and Term Lender Group agreed to a resolution that provides the economic value of the Disputed Committee Claims to Holders of Allowed General Unsecured Claims assuming the Committee were successful in prosecuting the Disputed Committee Claims. The 2021 Noteholder Group and Consenting Legacy Noteholders have agreed to support the Plan and not pursue litigation claims or other strategies in the Chapter 11 Cases in opposition to the Plan. Further, the Consenting Sponsors have agreed to support the Plan on account of their Term Loan / PGN holdings and equity interests and agreed not to trade on their equity positions, thereby ensuring the preservation of the Debtors’ tax attributes. With respect to the DIP Agent and Holders of DIP Claims, each provided valuable DIP financing to the Debtors’ Estates that allowed the Debtors to refinance their prepetition ABL facility on favorable economic terms. Moreover, under the existing DIP Credit Agreement, the Debtors have agreed to indemnify the DIP Agent and each DIP Lender. And, if the postpetition DIP financing is converted into post-emergence exit financing, the New ABL Credit Agreement will also include the indemnification provisions as agreed to in the Exit Facility Term Sheet (as defined in the DIP Credit Agreement) (and the Debtors anticipate that any alternative market exit financing would also likely include similar indemnification provisions). In addition, the Notes Trustees and Agents and the Term Loan Credit Agreement Agent are the institutional representatives of the Holders of the respective Term Loan / PGN Claims, 2021 Notes Claims, and Legacy Notes Claims. As reflected throughout this Disclosure Statement, the Plan Settlement is based on a significant contribution of value by these constituencies and the corresponding release of rights and remedies that could have been pursued (including potential rights to make arguments with respect to the Collateral Flip and the Disputed Committee Claims) (all of which rights and remedies are expressly reserved and may be pursued if the Plan is not confirmed). As such, the Consenting Stakeholders, the Notes Trustees and Agents, and the Term Loan Credit Agreement Agent are essential parties to the Plan Settlement and, on account of the aforementioned contributions to the Plan, should be entitled to the releases contemplated therein. Moreover, the Notes Trustees and Agents and the Term Loan Credit Agreement Agent may hold indemnification claims against the Debtors under the applicable indentures and/or credit agreements for all losses, damages, claims, liabilities, or expenses that any of the Notes Trustees and Agents and the Term Loan Credit Agreement Agent may incur, including defense costs for claims subject to the release provisions of the Plan. If the Notes Trustees and Agents and Term Loan Credit Agreement Agent do not receive the benefit of the Plan’s proposed release provision, they may not support the Plan Settlement or Confirmation of the Plan unless their indemnification rights survive and remain enforceable against the Reorganized Debtors. Accordingly, the Plan provides the various Released Parties the global closure that they negotiated for in exchange for, among other things, the various concessions and benefits provided to the Debtors’ Estates under the Plan.

Further, many of the Related Parties, such as current and former directors, managers, officers, equity holders (in their capacities as such) may have indemnification rights against the Debtors under applicable agreements for, among other things, all losses, damages, claims, liabilities, or expenses, including defense costs, for claims subject to the release provisions of the Plan against the Debtors’ Estates. As such, those indemnifications claims could directly affect the Debtors’ Estates. Including the Related Parties in the Debtor release avoids the risk of alter ego and/or derivative liability beyond specific named parties, and the release is limited to those entities’ capacities with respect to the primary released party. Moreover, there is no question that directors, managers, and officers provided (and continue to provide) valuable consideration to the Debtors, as they commit substantial time and effort (in addition to their prepetition responsibilities) to the Debtors’ Estates and restructuring efforts throughout this chapter 11 process.

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Last, because the Debtor release is consensual, a carveout for Claims and Causes of Action related to actual fraud, gross negligence, or willful misconduct is unnecessary. The Released Parties that benefit from the Debtor release are providing the consideration discussed above and are consenting to the releases, which were a necessary component of the overall bargain that has put the Debtors on the path to a value maximizing restructuring. Such releases are permissible under applicable law and, as a compromise under the Bankruptcy Code, do not require carveouts for actual fraud, gross negligence, or willful misconduct.

Accordingly, the Debtors submit that the Debtor release is consistent with applicable law, represents a valid settlement and release of claims the Debtors may have against the Released Parties pursuant to section 1123(b)(3)(A) of the Bankruptcy Code, is a valid exercise of the Debtors’ business judgment, and is in the best interests of their estates.

2. Third-Party Release

Similarly, the third-party release is integral to the Plan and is a condition of the settlement embodied therein. The provisions of the Plan were heavily negotiated by sophisticated parties, each of whom are represented by competent counsel. The consensual third-party release (together with the Debtor release) are key components of the Debtors’ restructuring and a key inducement to bring stakeholder groups to the bargaining table. Put simply, the Debtors’ key stakeholders were unwilling to support the Plan—including agreeing to restructure over two-thirds of the Debtors’ $16 billion in funded debt obligations—without assurances that they and their collateral would not be subject to post-emergence litigation or other disputes related to the restructuring. The third-party release therefore not only benefits the non-Debtor Released Parties, but also the Debtors’ post-emergence enterprise as a whole.

Importantly, the third-party release is consensual because it provides voting Holders of Claims and Interests (other than those Holders who vote to accept the Plan) with the option to opt-out of the third-party release by checking a box on the ballot or filing a formal or informal objection with the Court. Each of the Disclosure Statement, ballots, notices of non-voting status, and notice of Confirmation Hearing state in bold-faced, conspicuous text that holders of Claims and Interests that do not opt-out or object to the release in the Plan will be bound by the third-party release. Accordingly, upon checking the opt-out box or filing an objection with the Court, such Holders of Claims or Interests are not bound by the third-party releases and no longer have a basis to argue their rights are affected by such release. The third-party release is consensual because it complies with applicable law: First, the third-party release is sufficiently specific to put the Releasing Parties on notice of the released claims; Second, the third-party release is integral to the Plan and is a condition of the settlement embodied therein. The provisions of the Plan were heavily negotiated by sophisticated parties to the Restructuring Support Agreement, each of whom are represented by competent counsel and for which the third-party release was a material inducement to enter into the Restructuring Support Agreement; Third, as described more fully above, each of the Released Parties under the third-party release (the Term Loan / PGN Group, 2021 Noteholder Group, Term Lender Group, Consenting Sponsors, DIP Agent and Holders of DIP Claims, Notes Trustees and Agents, the Term Loan Credit Agreement Agent, and Related Parties) gave consideration for the third-party release (and are also releasing parties themselves, thereby making the release mutual).

Ultimately, the restructuring contemplated by the Plan is value-maximizing and would not be possible absent the support of the Released Parties many of which (i.e., the Consenting Stakeholders) will also be the Debtors’ most significant post-emergence stakeholders. Thus, the third-party release operates to maximize the Debtors’ fresh start by minimizing the possibility of distracting post-emergence litigation or costs associated with the continuation of disputes related to the Debtors’ restructuring.

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3. Exculpation

In addition to the Debtor and third-party releases, the exculpation clause in the Plan provides that only the Debtors, Reorganized Debtors, Committee members (solely in their capacities as members of the Committee), such parties’ Affiliates, and Related Parties of the foregoing are exculpated from any Causes of Action arising out of acts or omissions related to these Chapter 11 Cases and certain related transactions as set forth therein—except for acts or omissions that are found to have been the product of actual fraud, willful misconduct, or gross negligence. Although several other parties sought to be included in the exculpation clause, the Debtors refused to do so, and the Plan’s exculpation clause is narrowly tailored to include only fiduciaries of the Debtors’ estates. As such, the exculpation clause is reasonable, appropriate, and vital to these Chapter 11 Cases because it provides protection to parties who served as fiduciaries to the Estates during the restructuring.

First, the Debtors and Reorganized Debtors are entitled to the benefits of the exculpation clause. Upon a “good faith” finding within the meaning of section 1125(e) of the Bankruptcy Code, such parties are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation clause. Further, granting such relief falls squarely within the “fresh start” principles underlying the Bankruptcy Code.

Second, certain other Exculpated Parties owe fiduciary duties in favor of the Debtors’ Estates, permitting them to receive the benefits of the exculpation clause. The directors, officers, and professionals that have acted on behalf of the Debtors’ in connection with the Chapter 11 Cases owe the Debtors fiduciary duties similar to those the debtor in possession owes to the Estates. Further, the Debtors and their fiduciaries could not possibly have developed the Plan without the support and contributions of the Exculpated Parties.

Accordingly, the failure to approve the exculpation clause would undermine the purpose of the Plan and the settlements set forth in the Plan, Disclosure Statement, and Restructuring Support Agreement by allowing parties to pursue claims post-bankruptcy that are otherwise fully and finally resolved by the Plan when the Exculpated Parties participated in these chapter 11 cases in reliance upon the protections afforded to those constituents by the exculpation clause.

Based on the foregoing, the Debtors believe that the releases and exculpations in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the United States Court of Appeals for the Fifth Circuit. Moreover, the Debtors will be prepared to present evidence at the Confirmation Hearing to demonstrate the basis for and propriety of the release and exculpation provisions. The release, exculpation, and injunction provisions that are contained in the Plan are copied in pertinent part below.

Certain parties in interest, including the Committee, the Legacy Notes Trustee, the U.S. Trustee, the SEC, and GAMCO Asset Management Inc., have challenged the third party releases and exculpation provisions. The SEC also questions the applicability and enforceability of the exculpation provisions and provisions purporting to release non-Debtor third party claims and may object to confirmation of the Plan.

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4. Releases by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, on and after the Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each Released Party is deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all Causes of Action, including any derivative claims asserted or assertable on behalf of any of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates or Affiliates, as applicable, would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among the Debtors and/or their Affiliates, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the Term Loan Credit Agreement Documents, the Notes and Notes Indentures, the Chapter 11 Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the New ABL Credit Agreement Documents, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the New ABL Credit Agreement Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, including the claims and causes of action asserted in the Texas Litigation and the CCOH Litigation. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any obligations of any Entity arising after the Effective Date under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to section 1123(b) and Bankruptcy Rule 9019, of the releases described in Article VIII.B of the Plan by the Debtors, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that each release described in Article VIII.B of the Plan is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good-faith settlement and compromise of such Causes of Action; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; (6) a sound exercise of the Debtors’ business judgment; and (7) a bar to any of the Debtors or Reorganized Debtors or their respective Estates asserting any Cause of Action related thereto, of any kind, against any of the Released Parties or their property.

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5. Releases by Holders of Claims and Interests

On and after the Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each of the Releasing Parties is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, including any derivative claims asserted or assertable on behalf of any of the Debtors, the Reorganized Debtors, or their Estates or Affiliates, as applicable, that such Entity would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among the Debtors and/or their Affiliates, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the Term Loan Credit Agreement Documents, the Notes and Notes Indentures, the Chapter 11 Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the New ABL Credit Agreement Documents, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the New ABL Credit Agreement Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, including the claims and causes of action asserted in the Texas Litigation and the CCOH Litigation. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any obligations of any Entity arising after the Effective Date under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described in Article VIII.C of the Plan, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that each release described in Article VIII.C of the Plan is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good-faith settlement and compromise of such Causes of Action; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; (6) a sound exercise of the Debtors’ business judgment; and (7) a bar to any of the Releasing Parties or the Debtors or Reorganized Debtors or their respective Estates asserting any Cause of Action related thereto, of any kind, against any of the Released Parties or their property.

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6. Exculpation

Notwithstanding anything herein to the contrary, and upon entry of the Confirmation Order, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from, any liability to any holder of a Cause of Action, Claim, or Interest for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the ABL Credit Agreement Documents, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the DIP Credit Agreement Documents, the ABL Credit Agreement Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan or the distribution of property under the Plan or any other agreement (whether or not such issuance or distribution occurs following the Effective Date), negotiations regarding or concerning any of the foregoing, or the administration of the Plan or property to be distributed hereunder, except for Causes of Action related to any act or omission that is determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

7. Injunction

Except as otherwise expressly provided in the Plan, the Confirmation Order, or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, or Causes of Action that have been released, discharged, or are subject to exculpation are permanently enjoined and precluded, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action; (3) creating, perfecting, or enforcing any Lien, Claim, or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action unless such Holder has Filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding any indication in any Proof of Claim or Proof of Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any kind against such Entities on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action released, settled, or compromised pursuant to the Plan.

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Upon entry of the Confirmation Order, all Holders of Claims and Interests and their respective current and former directors, managers, officers, principals, predecessors, successors, employees, agents, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each Holder of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to accept, distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to the Plan, shall be deemed to have consented to the injunction provisions set forth in Article VIII.E of the Plan.

8. Release of Liens.

Except as otherwise provided in the Plan, the Plan Supplement, the New Debt Documents, the New ABL Credit Agreement Documents, or any contract, instrument, release, or other agreement or document created pursuant to the Plan or the Confirmation Order, on the Effective Date, and concurrently with the applicable distributions made pursuant to the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates (other than, solely in the event that the Allowed DIP Claims become Converted DIP Claims, the Continuing Liens and the Liens securing the Contingent DIP Obligations) shall be fully released, settled, compromised, and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Debtors shall automatically revert to the applicable Debtor or Reorganized Debtor, as applicable, and their successors and assigns, in each case, without any further approval or order of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors. Any Holder of such Secured Claim (and the applicable agents for such Holder) shall be authorized and directed to release any collateral or other property of any Debtor (including any cash collateral and possessory collateral) held by such Holder (and the applicable agents for such Holder), and to take such actions as requested by the Debtors or Reorganized Debtors to evidence the release of such Lien, including the execution, delivery, and filing or recording of such documents evidencing such releases. The presentation or filing of the Confirmation Order to or with any local, state, federal, or foreign agency or department shall constitute good and sufficient evidence of, but shall not be required to effect, the termination of such Liens.

N. What is the deadline to vote on the Plan?

The Voting Deadline is November 9, 2018, at 5:00 p.m. (prevailing Central Time).

O. How do I vote for or against the Plan?

Detailed instructions regarding how to vote on the Plan are contained on the ballots distributed to Holders of Claims or Interests that are entitled to vote on the Plan. For your vote to be counted, your ballot must be properly completed, executed, and delivered as directed, so that your ballot or a master ballot including your vote is actually received by Prime Clerk LLC, the Debtors’ Claims, Noticing, and Solicitation Agent, on or before the Voting Deadline, i.e. November 9, 2018, at 5:00 p.m. (prevailing Central Time). See Article X of this Disclosure Statement for more information.

P. Why is the Bankruptcy Court holding a Confirmation Hearing?

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on confirmation of the Plan and recognizes that any party in interest may object to Confirmation of the Plan.

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Q. When is the Confirmation Hearing set to occur?

The Bankruptcy Court has scheduled the Confirmation Hearing for December 11, 2018, at 9:00 a.m. (prevailing Central Time). The Confirmation Hearing may be adjourned from time to time without further notice.

Objections to Confirmation must be filed and served on the Debtors, and certain other parties, by no later than November 28, 2018, at 5:00 p.m. (prevailing Central Time) in accordance with the notice of the Confirmation Hearing that accompanies this Disclosure Statement and the Disclosure Statement Order attached hereto as Exhibit D and incorporated herein by reference.

R. What is the purpose of the Confirmation Hearing?

The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under a plan of reorganization, any person acquiring property under a plan of reorganization, any creditor or equity interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of such plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization.

S. What is the effect of the Plan on the Debtors’ ongoing businesses?

The Debtors are reorganizing under chapter 11 of the Bankruptcy Code. As a result, the occurrence of the Effective Date means that the Debtors will not be forced to go out of business. Rather, the Plan will eliminate more than $10 billion in funded debt obligations from the Debtors’ balance sheet, permitting the Reorganized Debtors to continue ongoing operations without the unsustainable burden of their existing debt load, and will separate CCOH and its subsidiaries from the Debtors. Following the Effective Date, and unless otherwise provided in the Plan or Confirmation Order, the Reorganized Debtors may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Additionally, upon the Effective Date, all actions contemplated by the Plan, including the CCOH Separation and distribution of CCOH Interests held by the Debtors to applicable Holders of Allowed Guarantor Unsecured Claims against CCH, will be deemed authorized and approved.

T. Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?

If you have any questions regarding this Disclosure Statement or the Plan, please contact the Debtors’ Claims, Noticing, and Solicitation Agent, Prime Clerk LLC, via one of the following methods:

By regular mail, hand delivery, or overnight mail at:

iHeartMedia, Inc. Ballot Processing

c/o Prime Clerk LLC

830 Third Avenue, 3rd Floor

New York, NY 10022

By electronic mail at:

iheartmediaballots@primeclerk.com

By telephone (domestic toll free) at:

(877) 756-7779

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Copies of the Plan, this Disclosure Statement, and any other publicly filed documents in the Chapter 11 Cases are available upon written request to the Claims, Noticing, and Solicitation Agent at the address above or by downloading the exhibits and documents from the website of the Claims, Noticing, and Solicitation Agent at https://cases.primeclerk.com/iHeartMedia (free of charge) or the Bankruptcy Court’s website at http://www.txs.uscourts.gov/bankruptcy/ (for a fee).

Unsecured creditors can contact counsel to the Committee via the following methods:

By regular mail, hand delivery, or overnight mail at:

Ira S. Dizengoff

Philip C. Dublin

Naomi Moss

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

By electronic mail at:

idizengoff@akingump.com

pdublin@akingump.com

nmoss@akingump.com

By telephone at:

(212) 872-1000

U. Do the Debtors recommend voting in favor of the Plan?

Yes. The Debtors believe that the Plan provides for a larger distribution to the Debtors’ creditors and equity holders than would otherwise result from any other available alternative. The Debtors believe that the Plan, which contemplates a significant deleveraging of the Debtors’ balance sheet and enables them to expeditiously emerge from chapter 11, is in the best interest of all Holders of Claims or Interests, and that any other alternatives (to the extent they exist) fail to realize or recognize the value inherent under the Plan.

V. Who is Committed by the Restructuring Support Agreement to Support the Plan?

The Plan is supported by, among others, the Debtors and Holders of Claims and Interests in the percentages set forth in the following chart:

Stakeholder Parties in Support of the Plan	Support26
The Debtors		N/A
Holders of Term Loan Credit Agreement Claims		82	%
Holders of PGN Claims		70	%
Holders of 2021 Notes Claims/Legacy Notes Claims		73	%
Holders of iHeart Interests		67	%27

²⁶ Expressed as an approximate percentage of the estimated total principal amount of Claims outstanding or approximate ownership percentage of Interests outstanding.

²⁷  As set forth in Article V.A of this Disclosure Statement, Bain and THL (each as defined herein) are parties to the Restructuring Support Agreement and, together, control approximately two-thirds of the voting power of all of iHM’s outstanding common stock, with certain individuals, entities, and the public owning the remaining one-third.

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W. Who Does Not Support the Plan?

At this time, the Committee, the Legacy Notes Trustee, and Holders of certain Legacy Notes Claims do not support the Plan, and the Committee recommends that Holders of General Unsecured Claims vote to reject the Plan. The Committee’s position regarding the Plan is set forth in Article II.E of this Disclosure Statement.

ARTICLE IV.

THE DEBTORS’ RESTRUCTURING SUPPORT AGREEMENT AND PLAN

A. Restructuring Support Agreement

On March 16, 2018, the Debtors, Holders of approximately 82 percent of Term Loan Credit Agreement Claims, Holders of approximately 70 percent of PGN Claims, and Holders of approximately 73 percent of 2021 Notes Claims/Legacy Notes Claims, as well as certain Holders of the Debtors’ iHeart Interests entered into the Restructuring Support Agreement. The Restructuring Support Agreement (and the initial version of the Plan filed at docket number 551 on April 28, 2018) did not provide for the treatment of, among other things, general unsecured creditors because the Committee had not yet been formed (at the time the Restructuring Support Agreement was executed) and the Debtors had yet to meaningfully analyze (let alone conclude) the appropriate treatment of such claims. Since executing the Restructuring Support Agreement, the Debtors have further documented the terms of the restructuring contemplated thereby, including the Plan,²⁸ The restructuring transactions contemplated by the Plan will: (a) reduce overall leverage through the replacement of approximately $16 billion of existing funded debt obligations with $5.75 billion of New Debt and equitization of remaining funded debt obligations; (b) provide Holders of Allowed General Unsecured Claims with recoveries as set forth pursuant to the chart in Article II.B herein; and (c) reorganize the iHeart corporate structure through the CCOH Separation. Each of the major restructuring transactions and settlements contemplated by the Restructuring Support Agreement is described in greater detail below. The Debtors believe that the transactions contemplated by the Restructuring Support Agreement are the best available restructuring terms under the circumstances and will allow iHeart to succeed as a restructured company after emergence from the Chapter 11 Cases.

B. The Plan

The Plan contemplates the following key terms, among others described herein and therein:

1. Plan Settlement

The Plan Settlement is a global settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The Plan Settlement is embodied in the terms of the Plan itself (i.e., there is no separate settlement agreement for the Plan Settlement). The Debtors have proposed the Plan as such a settlement and the proposal of the Plan has produced significant and broad stakeholder support for the Plan.

²⁸  The key terms of the Plan are discussed in greater detail in Article IV.B of this Disclosure Statement, entitled “The Plan.”

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(a) General Settlement of Claims and Interests

Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The Plan shall be deemed a motion to approve the good-faith compromise and settlement of all such Claims, Interests, Causes of Action, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 of all such Claims, Interests, Causes of Action, and controversies, as well as a finding by the Bankruptcy Court that such compromise and settlement is fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and Holders of Claims and Interests. Subject to Article VI of the Plan, all distributions made to Holders of Allowed Claims and Allowed Interests in any Class are intended to be and shall be final.

(b) Intercreditor Settlements among Holders of Term Loan Credit Agreement Claims and PGN Claims

The Plan also incorporates a settlement of issues among Holders of (a) Term Loan Credit Agreement Claims, (b) 9.0% PGN Due 2019 Claims, and (c) Non-9.0% PGN Due 2019 Claims. Article III.C of the Plan provides for a reallocation of distributions from Holders of Allowed Non-9.0% PGN Due 2019 Claims to Holders of Allowed Term Loan / 2019 PGN Claims as a resolution of disputes regarding the scope of the collateral securing the Term Loan /2019 PGN Claims compared to the Non-9.0% PGN Due 2019 Claims. On the one hand, Holders of Term Loan / 2019 PGN Claims assert a Lien in Principal Properties. On the other hand, Holders of Non-9.0% PGN Due 2019 Claims assert that they have security interests in the same collateral as a result of the occurrence of the Springing Lien Trigger Date (as defined herein) and also challenge the nature and extent of the Liens securing the Term Loan / 2019 PGN Claims in the event that the Springing Lien Trigger Date is not deemed to have occurred.

Prior to entering into the Restructuring Support Agreement, a broad spectrum of Holders of Term Loan Credit Agreement Claims and Holders of PGN Claims, some holding mostly Term Loan / 2019 PGN Claims, others holding mostly Non-9.0% PGN Due 2019 Claims, and yet others holding a mixture of both types of Claims, entered into arms’-length negotiations to reach a consensual resolution of these issues. The stakeholders considered a multitude of factors in reaching this settlement, including without limitation, market data regarding trading prices of various securities over various periods of time, the potential cost, expense, and delay of litigation, risks in litigation, and potential differences in recoveries. No one factor was given greater consideration than the others. Ultimately, the stakeholders agreed that Holders of Allowed Term Loan / 2019 PGN Claims would receive an increased recovery of approximately $200 million of value compared to Holders of Allowed Non-9.0% PGN Due 2019 Claims. This settlement gained broad support from Holders of Term Loan Credit Agreement Claims and Holders of PGN Claims as recognized by the parties to the Restructuring Support Agreement and is incorporated into the Plan.

Further, the Plan Settlement includes a settlement of the potential impact of avoidance claims identified by the Committee with respect to the allowance of the Exchange 11.25% PGNs against the Guarantor Debtors other than CCH and the TTWN Debtors. Like the settlement described above, a cross section of Holders of Exchange 11.25% PGN Claims, Holders of Term Loan Credit Agreement Claims, and Holders of PGN Claims (other than Holders of Exchange 11.25% PGN Claims) engaged in a dialogue to reach a settlement. The stakeholders considered a multitude of factors in reaching this settlement, including, without limitation, market data regarding trading prices of various securities after the Committee filed its Amended Committee Standing Motion, the potential cost, expense, and delay of litigation, risks of litigation, and potential differences in recoveries. No one factor was given greater consideration than the others. These discussions resulted in an agreement to reallocate to Holders of Allowed Term Loan Credit Agreement Claims and Holders of Allowed PGN Claims (other than Allowed Exchange 11.25% PGN Claims) approximately $8.9 million in value of the recovery that Holders of Allowed Exchange 11.25% PGNs Claims would otherwise receive.

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Under the Plan, the (a) incremental distribution to Holders of Allowed Secured Term Loan / 2019 PGN Claims relative to the Holders of Allowed Secured Non-9.0% PGN Due 2019 Claims (pursuant to the Non-Exchange Debt/Equity Supplemental Recovery), and (b) the distribution to Allowed Secured Exchange 11.25% PGN Claims (pursuant to the Exchange Debt/ Equity Recovery) in each case are funded out of Non-Principal Properties collateral (i.e., undisputed collateral).

(c) Settlements in favor of Holders of Allowed Guarantor Unsecured Claims, Including Holders of Allowed General Unsecured Claims

The Plan Settlement also includes settlements of the potential impact of claims identified by the Committee, which improve distributions for Holders of Allowed Guarantor Unsecured Claims, including Holders of Allowed General Unsecured Claims. For instance, while the Committee has asserted that the guarantees in favor of the Term Loan Credit Agreement Claims and PGN Claims are avoidable, the Term / Loan PGN Group has asserted that the savings clauses in the guarantees would preserve their claims to the remaining value of the TTWN Debtors. In settlement of this dispute, Article III.C of the Plan provides that (a) Holders of Allowed General Unsecured Claims against the TTWN Debtors will be paid in full and (b) the distribution to Holders of Allowed Term Loan / PGN Deficiency Claims in Class 7D against the TTWN Debtors will be used to fund the distributions to Class 6, Class 7D, Class 7E, and Class 8. In addtition, the Holders of Term Loan / PGN Deficiency Claims in Class 7D against iHC will waive distributions on account of such Allowed Claims in order to provide distributions to the Holder(s) of Allowed (a) General Unsecured Claims against iHC, (b) 2021 Notes Claims, (c) Legacy Notes Claims, and (d) CCOH Due From Claims that are substantially in excess of their natural recoveries. In addition, the Plan excludes the Exchange 11.25% PGN Claims from Class 7E against Guarantor Debtors other than CCH and the TTWN Debtors, thereby increasing distributions to Holders of Allowed General Unsecured Claims in such Class. Finally, the Allowed Term Loan / PGN Deficiency Claims for all Guarantor Debtors other than CCH are calculated on an aggregate basis rather than a Debtor-by-Debtor basis, which results in such Allowed Claims at each legal entity in a lower amount than they otherwise would be.

2. Sources of Consideration for Plan Distribution

Distributions under the Plan will be funded with, or effectuated by, as applicable, (a) Cash held on the Effective Date by or for the benefit of the Debtors, (b) the issuance of the New iHeart Common Stock, the Special Warrants, and, if applicable, the beneficial interests in the FCC Trust, (c) the issuance of or borrowings under the New Debt, (d) the issuance of or borrowings under the New ABL Credit Agreement, (e) the CCOH Interests currently held by the Debtors and non-Debtors CC Finco, LLC and Broader Media, LLC as they exist after the CCOH/CCH Merger, (f) if applicable, the Cash proceeds of the Preferred Stock Transactions, if any, (g) the waiver by Holders of certain Term Loan / PGN Deficiency Claims of such Holders’ recoveries from certain Debtors on account of such Claims, and (h) the waiver by each Debtor that is a Holder of an Intercompany Notes Claim of its recoveries on account of such Claims. In accordance with and upon consummation of the Restructuring Transactions, iHC (or the applicable entity as provided by the Restructuring Transactions Memorandum) shall make all distributions under the Plan with respect to all Allowed Claims against and Allowed Interests in all of the Debtors. No right of subrogation or contribution shall ever arise in favor of any Guarantor Debtor against iHC with respect to or on account of any distribution under the Plan, unless otherwise provided by the Restructuring Transactions Memorandum.

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3. Issuance and Distribution of New iHeart Common Stock, Special Warrants, and/or the Beneficial Interests in the FCC Trust

On the Effective Date, the Interests in iHM shall be cancelled, and Reorganized iHeart shall issue the New iHeart Common Stock and the Special Warrants, or, if applicable, the beneficial interests in the FCC Trust to applicable Holders of Claims and Interests in exchange for such Holders’ respective Claims against or Interests in the Debtors as set forth in Article III.C of the Plan; provided that the iHeart Interests may instead be Reinstated as New iHeart Common Stock with respect to the distributions of New iHeart Common Stock to Holders of Allowed iHeart Interests. If the FCC Trust is utilized as described in the Plan, then after the FCC grants the FCC Long Form Applications, the New iHeart Common Stock and/or Special Warrants will be issued to the holders of the beneficial interests in the FCC Trust on the Issuance Date as set forth in the Plan. The issuance of the New iHeart Common Stock and/or the Special Warrants is authorized without the need for any further corporate action and without the need for any further action by Holders of any Claims or Interests.

All of the New iHeart Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable, and the Special Warrants issued pursuant to the Plan shall be duly authorized and validly issued. Each distribution and issuance of the New iHeart Common Stock and/or Special Warrants under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. For the avoidance of doubt, the acceptance of New iHeart Common Stock and/or Special Warrants by any Holder of any Claim or Interest shall be deemed as such Holder’s agreement to the New Corporate Governance Documents and/or the Special Warrant Agreement, as applicable, as each may be amended or modified from time to time following the Effective Date in accordance with its terms.

Subject to meeting the applicable listing standards of a U.S. stock exchange, Reorganized iHeart will use its reasonable best efforts to obtain a listing for the New iHeart Class A Common Stock on a recognized U.S. stock exchange as promptly as reasonably practicable on or after the Issuance Date. Subject to meeting the applicable requirements for pink sheet trading and cooperation from a market maker, in the event that listing on a recognized U.S. stock exchange has not occurred by or on the Issuance Date, Reorganized iHeart will use its reasonable best efforts to qualify the New iHeart Class A Common Stock for trading in the pink sheets until such time as the New iHeart Class A Common Stock is listed on a recognized U.S. stock exchange.

4. Post-Emergence Equity Incentive Program

On the Effective Date, the New Board(s) will adopt and implement the Post-Emergence Equity Incentive Program, to be in effect on and after the Effective Date. Pursuant to the Post-Emergence Equity Incentive Program, certain directors, managers, officers, and employees of the Reorganized Debtors will be granted awards on terms to be disclosed in the Plan Supplement. The Post-Emergence Equity Incentive Program shall reserve up to eight percent of the New iHeart Common Stock on a fully diluted basis for certain managers, officers, and employees of the Reorganized Debtors in the form of options, restricted stock units, and/or other equity-based awards. Any awards to directors of the Reorganized Debtors will be in addition to what is described and will be determined by the Reorganized Debtors. Such additional awards would likely include stock and options. The Confirmation Order shall authorize the New Board(s) to adopt and enter into the Post-Emergence Equity Incentive Program, on the terms set forth pursuant to the Plan and Plan Supplement. For the avoidance of doubt, the issuance of New iHeart Common Stock under the Post-Emergence Equity Incentive Program would dilute all of the New iHeart Common Stock, including the Special Warrants (as applicable), equally.

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5. Issuance of New Debt

On the Effective Date, to the extent the New Debt has not been replaced with Cash proceeds of third-party market financing that becomes available on or prior to the Effective Date, iHC and its applicable Debtor Affiliates will execute the New Debt Documents, pursuant to which iHC will issue the New Debt to applicable Holders of Claims in partial exchange for such Holders’ respective Claims as set forth in Article III.C of the Plan. The issuance of the New Debt is authorized without the need for any further corporate action and without the need for any further action by Holders of any Claims or Interests. All Holders of Allowed Term Loan Credit Agreement Claims, Allowed PGN Claims, Allowed iHC 2021 / Legacy Notes Claims, and Allowed Guarantor Unsecured Claims entitled to distributions of New Debt hereunder shall be deemed to be a party to, and bound by, the applicable New Debt Documents, regardless of whether such Holder has executed a signature page. On the Effective Date, all of the Liens and security interests to be granted in accordance with the New Debt Documents (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the New Debt Documents, (c) shall be deemed perfected on the Effective Date and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable nonbankruptcy law.

The New Debt shall be issued by iHC in the principal amount of $5.75 billion, which shall consist of New Term Loans, New Secured Notes, and New Unsecured Notes, as set forth pursuant to the Plan and the forms of New Debt Agreements attached as an exhibit(s) to the Plan Supplement. The terms of each of the New Term Loans, New Secured Notes, and New Unsecured Notes, including their respective principal amounts, interest rates, maturity, security interests (as applicable), guarantors, and other terms and covenants, shall be substantially the same as those set forth in the forms of the New Debt Agreements attached as an exhibit(s) to the Plan Supplement. The New Term Loans will be secured by a first priority Lien on substantially all assets of Reorganized iHeart (excluding the assets in which the New ABL Credit Agreement Lenders have a first priority Lien) and a second priority Lien on the assets in which the New ABL Credit Agreement Lenders have a first priority Lien. The New Secured Notes will be secured by Liens that are pari passu with the liens securing the New Term Loans.

Subject to the occurrence of the Effective Date, the New Debt Documents shall constitute legal, valid, and binding obligations of iHC and its applicable Debtor Affiliates party thereto and shall be enforceable in accordance with their respective terms. Each distribution and issuance of the New Debt under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. For the avoidance of doubt, the acceptance of New Debt by any Holder of any Claim shall be deemed as such Holder’s agreement to the New Debt Documents, as each may be amended or modified from time to time following the Effective Date in accordance with its terms.

The Reorganized Debtors and the Holders that are granted such Liens and security interests shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall not be required), and the Reorganized Debtors shall thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

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Some or all of the New Debt may be replaced with Cash proceeds of third-party market financing that becomes available on or prior to the Effective Date. Any reduction of New Debt shall be made proportionally across all Holders of Claims and Interests that are entitled to receive New Debt under the Plan.

6. New ABL Credit Agreement Documents

On the Effective Date, iHC, the DIP Subsidiary Borrowers, and the other applicable Debtors will execute and deliver, file, record, and/or issue, as applicable, the New ABL Credit Agreement Documents. On the Effective Date, all of the Liens and security interests to be granted in accordance with the New ABL Credit Agreement Documents, and solely in the event that the Allowed DIP Claims become Converted DIP Claims, the Continuing Liens (a) shall be deemed to be granted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the New ABL Credit Agreement Documents, (c) shall be deemed perfected, and (d) shall be deemed granted in good faith as an inducement to the lenders thereunder to extend credit under the New ABL Credit Agreement and shall be deemed not to constitute a fraudulent conveyance or fraudulent transfer, shall not otherwise be subject to avoidance or subordination, and the priorities of such Liens shall be as set forth in the New ABL Credit Agreement Documents. Subject to the occurrence of the Effective Date, the New ABL Credit Agreement Documents shall constitute legal, valid, and binding obligations of reorganized iHC, the reorganized DIP Subsidiary Borrowers, and the other applicable Reorganized Debtors party thereto and shall be enforceable in accordance with their respective terms.

Entering into the New ABL Credit Agreement Documents, and the incurrence of obligations thereunder, is authorized pursuant to the Confirmation Order without the need for (x) (i) any further act or action under applicable law, regulation, order or rule or the vote, consent, authorization or approval of any Entity, including the need for any further action by Holders of any Claims or Interests or (ii) further notice to the Bankruptcy Court, and (y) entry of the Confirmation Order shall be deemed approval of the New ABL Credit Agreement Documents (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations and guarantees to be incurred and fees paid in connection therewith), to the extent not previously approved by the Bankruptcy Court, and shall constitute an Approval Order, as such term is defined in the New ABL Credit Agreement Term Sheet.

7. The CCOH Separation

On or before the Effective Date, the applicable Debtors will execute the CCOH Separation Documents, and on the Effective Date, the CCOH Separation will occur, pursuant to a Taxable Separation or a Tax-Free Separation.

To effectuate the CCOH Separation as a Taxable Separation, CCOH will merge with and into CCH, with CCH surviving the merger (the “CCOH/CCH Merger”) on the Effective Date. Prior to the CCOH/CCH Merger, (i) CCH will be released from its guarantees of all of the Debtors’ prepetition and postpetition indebtedness, including the DIP Facility, (ii) CCH will transfer its radio subsidiaries and certain other assets to iHC and (iii) Broader Media LLC and CC Finco LLC will distribute their CCOH stock to CCH. CCH will file a Form S-4 registration statement with the SEC to register the CCOH Interests that will be issued to the CCOH Class A common stockholders in the CCOH/CCH Merger in exchange for their CCOH Class A common stock. The CCOH Interests cannot be issued to the CCOH stockholders until (a) the SEC declares the Form S-4 registration statement effective, and (b) 20 calendar days have passed from the mailing of an Information Statement on Schedule 14C to CCOH’s Class A common stockholders. On the Effective Date, the Reorganized Debtors will transfer the CCOH Interests held by the Debtors upon completion of the CCOH/CCH Merger to Holders of Claims as set forth in the Plan.

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To effectuate the CCOH Separation as a Tax-Free Separation, on the Effective Date, the Reorganized Debtors will transfer the CCOH Interests held by the Debtors and by CC Finco, LLC and Broader Media, LLC (which are non-Debtor affiliates of the Debtors) to applicable Holders of Claims as set forth in the Plan.

The Confirmation Order shall constitute the Bankruptcy Court’s approval of the CCOH Separation Documents, and the CCOH Separation shall be authorized without the need for any further action by Holders of any Claims or Interests; provided that CCOH (or its successor) shall have taken any and all actions required by applicable corporate law, securities laws, and stock exchange requirements. Subject to the occurrence of the Effective Date, the CCOH Separation Documents shall constitute legal, valid, and binding obligations of the Debtors and shall be enforceable in accordance with their respective terms. The distribution of CCOH Interests under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution and by the terms and conditions of the instruments evidencing or relating to such distribution, which terms and conditions shall bind each Entity receiving such distribution, and shall be subject to compliance with applicable corporate law, securities laws, and stock exchange requirements. For the avoidance of doubt, the acceptance of the CCOH Interests by any Holder of any Claim shall be deemed as such Holder’s agreement to the CCOH Separation Documents, as each may be amended or modified from time to time following the Effective Date in accordance with its terms.

Subject to meeting the applicable listing standards of a U.S. stock exchange, the Debtors or the Reorganized Debtors, as applicable, shall use commercially reasonable efforts to cause CCOH (or its successor) to use its reasonable best efforts to obtain or maintain a listing for the CCOH Interests on a recognized U.S. stock exchange upon the effective date of the CCOH Separation.

8. Preferred Stock Transactions

If the Taxable Separation is effectuated pursuant to the terms and conditions set forth in Article IV.G of the Plan, Radio NewCo, CCH, and CCOH (or its successor) shall enter into the Preferred Stock Transactions. Under the Preferred Stock Transactions, Radio NewCo, CCH, and CCOH (or its successor) will be authorized to issue a certain number of shares of Radio NewCo Preferred Stock and CCOH Preferred Stock, respectively, on terms to be disclosed in the Preferred Stock Term Sheet, which shall be in form and substance reasonably acceptable to the Debtors, the Required Consenting Senior Creditors, and, solely with respect to those terms and provisions that would have a material adverse effect on the value of the distribution to (x) the Holders of 2021 Notes Claims, the Required Consenting 2021 Noteholders, and (y) the Consenting Sponsors on account of their iHeart Interests, the Consenting Sponsors. Radio NewCo Preferred Stock and CCOH Preferred Stock shall each be issued in a total amount less than 3% of the equity value of the applicable issuer. The Radio NewCo Preferred Stock will initially be issued to CCH and will be sold by CCH to one or more third party investors in exchange for Cash. For the avoidance of doubt, Holders of Allowed Claims or Allowed Interests receiving Special Warrants, New iHeart Common Stock, or beneficial interests in the FCC Trust pursuant to the Plan shall not be permitted to purchase the Radio NewCo Preferred Stock and Holders of Allowed Claims receiving CCOH Interests pursuant to the Plan shall not be permitted to purchase the CCOH Preferred Stock.

Radio NewCo, CCH, and CCOH (or its successor) shall issue and execute all securities, instruments, certificates, and other documents required to effectuate the Preferred Stock Transactions. All shares of Radio NewCo Preferred Stock and CCOH Preferred Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. The Preferred Stock Transactions are authorized without the need for any further corporate action. If CCOH issues the CCOH Preferred Stock and CCOH subsequently merges with another entity pursuant to the Restructuring Transactions, such CCOH Preferred Stock will be exchanged for new CCOH Preferred Stock issued by the surviving entity in such merger.

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CCH will distribute the Cash proceeds from the sale of the Radio NewCo Preferred Stock to iHC prior to the CCOH Separation, and iHC shall use such proceeds to fund distributions to certain Holders of Allowed Claims against the Debtors in accordance with the Plan. Pursuant to Article IV.H of the Plan, CCOH (or its successor) shall be entitled to retain the Cash proceeds from the sale of the CCOH Preferred Stock and use such proceeds at its discretion.

9. Waiver of Turnover Rights

Solely to the extent provided in Article III.C of the Plan and pursuant to the Plan Settlement, on the Effective Date, the Holders of Term Loan Credit Agreement Claims and PGN Claims, the Term Loan Credit Agreement Agent, and the PGN Trustees and Agents shall be deemed to have waived their turnover rights under the 2021 Notes Indenture.

10. FCC Licenses

The required FCC Long Form Applications shall be filed, as promptly as practicable. In addition, the Debtors shall file a Petition for Declaratory Ruling; provided that the Debtors may file such Petition for Declaratory Ruling after the Effective Date and, if such Petition for Declaratory Ruling is filed prior to the Effective Date, its grant shall not be a condition to Consummation. After the FCC Long Form Applications are filed, any Entity that thereafter acquires a Term Loan Credit Agreement Claim, PGN Claim, iHC 2021 / Legacy Notes Claim, iHC Unsecured Claim, Guarantor Unsecured Claim, or an iHeart Interest may be issued Special Warrants in lieu of any New iHeart Common Stock that would otherwise be issued to such Entity under the Plan. In addition, the Debtors may request that the Bankruptcy Court implement restrictions on trading of Claims and Interests that might adversely affect the FCC Approval process. The Debtors shall diligently prosecute the FCC Applications, including the Petition for Declaratory Ruling that the Debtors or Reorganized Debtors file, and shall promptly provide such additional documents or information requested by the FCC in connection with its review of the foregoing.

11. FCC Trust

(a) Generally

In the event that the Debtors and the Required Consenting Senior Creditors determine that approval of the FCC Long Form Applications is causing or may cause unwanted delay in Consummation of the Plan, the Debtors shall, subject to the consent of the Required Consenting Senior Creditors, promptly seek FCC consent to establish, for the benefit of the Holders of Allowed Claims and Allowed Interests that may be entitled to distributions from the FCC Trust under the Plan, the FCC Trust; provided that in the event the CCOH Separation is to be consummated in a Tax-Free Separation, the use of the FCC Trust shall be subject to concluding that the use of such trust will not cause the Tax-Free Separation to fail to be tax free or otherwise prevent the implementation of the Tax-Free Separation. The powers, authority, responsibilities, and duties of the FCC Trust and the FCC Trustees shall be set forth in and shall be governed by the FCC Trust Agreement. The FCC Trust Agreement shall contain provisions customary to trust agreements utilized in comparable circumstances, including, without limitation, provisions necessary to ensure the continued treatment of the FCC Trust as a “grantor trust” and a “liquidation trust,” and the beneficiaries of the FCC Trust as the grantors and owners thereof, for United States federal income tax purposes; provided that to the extent any assets of the FCC Trust are subject to uncertain distribution because of any unliquidated, disputed, or contingent claims, such assets shall be held in a sub-account subject to treatment as a disputed ownership fund for United States federal income tax purposes. The FCC Trust and the FCC Trustees, including any successors, shall be bound by the Plan and shall not challenge any provision of the Plan.

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(b) Creation and Funding of the FCC Trust

On or before the Effective Date, if the FCC Trust is implemented, the FCC Trust Agreement shall be executed in a manner consistent with the Plan. In that event, and subject to the required FCC Approval, iHeart will establish the FCC Trust in accordance with the FCC Trust Agreement for the benefit of the Holders of Allowed Claims and Allowed Interests that may be entitled to distributions from the FCC Trust under the Plan, and iHeart will deposit with the FCC Trust the minimum amount necessary for the recognition of the FCC Trust for United States federal income tax purposes. Execution of and entry into the FCC Trust Agreement, and the establishment of the FCC Trust, are authorized without the need for any further corporate action and without the need for any further action by Holders of any Claims or Interests.

(c) Appointment of the FCC Trustees

On the Effective Date, and in compliance with the provisions of the Plan and the FCC Trust Agreement, if the FCC Trust is implemented, the Debtors will appoint the FCC Trustees in accordance with the FCC Trust Agreement and, thereafter, any successor FCC Trustees shall be appointed and serve in accordance with the FCC Trust Agreement. The FCC Trustees or any successor thereto will administer the FCC Trust in accordance with the Plan and the FCC Trust Agreement.

(d) Contributions to the FCC Trust

If the FCC Trust is utilized as described in the Plan, Reorganized iHeart shall issue the New iHeart Common Stock and/or Special Warrants to the FCC Trust on the Effective Date for the benefit of the Holders of Allowed Term Loan Credit Agreement Claims, Allowed PGN Claims, Allowed iHC 2021 / Legacy Notes Claims, Allowed Guarantor Unsecured Claims, and Allowed iHeart Interests that otherwise would have been entitled to receive a distribution of such New iHeart Common Stock and/or Special Warrants pursuant to Article III.C of the Plan.

(e) Treatment of the FCC Trust

For all federal income tax purposes, the Debtors intend that, other than with respect to any assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, (a) the FCC Trust be classified as a “liquidating trust” under section 301.7701-4(d) of the Regulations and qualify as a “grantor trust” under section 671 of the Tax Code and (b) any beneficiaries of the FCC Trust will be treated as grantors and deemed owners thereof. Accordingly, for all United States federal income tax purposes, it is intended that any beneficiaries of the FCC Trust be treated as if they had received a distribution of an undivided interest in the assets of the FCC Trust (i.e., the New iHeart Common Stock and/or Special Warrants) and then contributed such undivided interest to the FCC Trust. In the event the FCC Trust is implemented, the FCC Trustees shall, in an expeditious but orderly manner, make timely distributions to beneficiaries of the FCC Trust pursuant to the Plan and the FCC Trust Agreement and not unduly prolong its duration. The FCC Trust shall not be deemed a successor in interest of the Debtors for any purpose other than as specifically set forth herein or in the FCC Trust Agreement.

With respect to any of the assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, the Debtors intend that such assets will be subject to disputed ownership fund treatment under section 1.468B-9 of the Regulations. Any such disputed ownership fund will be subject to separate entity taxation.

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(f) Transferability of Beneficial Interests

Ownership of a beneficial interest in the FCC Trust shall be uncertificated and shall be in book entry form. The beneficial interests in the FCC Trust will not be registered pursuant to the Securities Act, as amended, or any state securities law. If the beneficial interests in the FCC Trust constitute Securities, the parties hereto intend that the exemption provisions of section 1145 of the Bankruptcy Code will apply to the beneficial interests. The beneficial interests will be transferable, subject to the terms of the FCC Trust Agreement.

(g) Distributions; Withholding

In the event the FCC Trust is implemented, the FCC Trustees or the Distribution Agent shall make distributions to the beneficiaries of the FCC Trust when and as authorized pursuant to the FCC Trust Agreement in compliance with the Plan and the FCC Approval, provided that distributions to Holders of Allowed Notes Claims may be made to or at the direction of the applicable Notes Trustees and Agents and the iHeart Transfer Agent, each of which may (but is not required to) act as Distribution Agent for distributions from the FCC Trust to the respective Holders of such Claims in accordance with the Plan (including as provided in and subject to the limitations set forth in Article VI.C.1 of the Plan) and the applicable indentures in the case of the Allowed Notes Claims, subject to implementing a mechanism with respect to the beneficial interests in the FCC Trust to be held by Holders of Allowed Notes Claims and Allowed iHeart Interests. The FCC Trustees may withhold from amounts otherwise distributable from the FCC Trust to any Entity any and all amounts required to be withheld by the FCC Trust Agreement or any law, regulation, rule, ruling, directive, treaty, or other governmental requirement, including the FCC Approval, and in accordance with Article VI.D of the Plan. Distribution of the beneficial interests in the FCC Trust is authorized without the need for any further corporate action and without the need for any further action by Holders of any Claims or Interests.

(h) Termination of the FCC Trust

To the extent created, the FCC Trust shall terminate as soon as practicable, but in no event later than the third anniversary of the Effective Date; provided that, on or after the date that is less than 30 days before such termination date, the Bankruptcy Court, upon motion by a party in interest, may extend the term of the FCC Trust for a finite period if such an extension is necessary to complete any pending matters required under the FCC Trust Agreement; provided further that, the aggregate of all extensions shall not exceed two years unless the FCC Trustees receive an opinion of counsel or a favorable ruling from the Internal Revenue Service to the effect that any such extension would not adversely affect the status of the FCC Trust as a liquidating trust within the meaning of section 301.7701-4(d) of the Regulations. Notwithstanding the foregoing, multiple extensions may be obtained so long as the conditions in the preceding sentence are met no more than six months prior to the expiration of the then-current termination date of the FCC Trust.

12. Disputed Claims Reserve

On the Effective Date, the Debtors shall establish one or more reserves of New Debt for any Disputed Claim or Disputed Interest existing as of the Effective Date, which reserve(s) shall be administered by the Reorganized Debtors or the Disbursing Agent, as applicable. After the Effective Date, the Reorganized Debtors or the Disbursing Agent shall hold such New Debt in such reserve(s) in trust for the benefit of the Holders of Claims and Interests ultimately determined to be Allowed after the Effective Date. The Reorganized Debtors or the Disbursing Agent shall distribute such amounts (net of any expenses, including any taxes relating thereto), as provided in the Plan, as such Claims and Interests are resolved by a Final Order or agreed to by settlement, and such amounts will be distributable on account of such Claims

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and Interests as such amounts would have been distributable had such Claims and Interests been Allowed Claims and Allowed Interests as of the Effective Date under Article III of the Plan solely to the extent of the amounts available in the applicable reserve(s). The Debtors, the Reorganized Debtors, and CCH will distribute to Holders of Allowed Claims and Interests any New iHeart Common Stock, Special Warrants, beneficial interests in the FCC Trust (if the FCC Trust is utilized as described in the Plan), or CCOH Interests (as applicable) when such Disputed Claims or Disputed Interests are Allowed pursuant to Article VII of the Plan.

13. Consenting Stakeholder Fees

As a condition precedent to the Effective Date of the Plan, the Reorganized Debtors are required to pay, to the extent unpaid and invoiced at least five Business Days prior to the Effective Date, all Consenting Stakeholder Fees. The estimate of such Fees (including success fees) received from the financial advisors to the Consenting Stakeholders is approximately $33 million on the Effective Date.

14. Releases²⁹

The Plan contains certain releases (as described more fully in Article III.M of this Disclosure Statement), including mutual releases among the Debtors, Reorganized Debtors, and certain of their key stakeholders. Additionally, all Holders of Claims or Interests that do not opt out or file an objection with the Bankruptcy Court in the Chapter 11 Cases that expressly objects to the inclusion of such Holder as a Releasing Party under the provisions contained in Article VIII of the Plan will be deemed to have expressly, unconditionally, generally, individually, and collectively consented to the release and discharge of all Claims and Causes of Action against the Debtors and the Released Parties to the extent set forth in the Plan.

ARTICLE V.

THE DEBTORS’ CORPORATE HISTORY,

STRUCTURE, AND BUSINESS OVERVIEW

A. iHeart’s Corporate History

iHeartCommunications, Inc. (“iHC”), formerly Clear Channel Communications, Inc., was founded in San Antonio, Texas in 1972 by Lowry Mays and B.J. “Red” McCombs. From 1972 to 1995, iHC grew as a regional broadcasting company throughout Texas and Oklahoma, eventually owning 43 radio stations and 16 television stations. The following year, the Telecommunications Act of 1996 permitted broadcast companies to own more stations in a given market than previously allowed and iHC responded by purchasing more than 70 other media companies and individual stations in the immediate years that followed.

In 1997, iHC diversified its business when it purchased billboard firm Eller Media and went international in 1997 when it acquired the leading United Kingdom outdoor advertising company, More Group PLC. iHC continued to grow its outdoor advertising portfolio domestically and internationally in the years that followed. In 1999, iHC acquired SFX Entertainment, Inc., which then became Live Nation. The same year, iHC acquired AMFM Inc. in a $17.4 billion acquisition. Following these purchases, iHC owned 830 radio stations, 19 television stations, and over 425,000 outdoor displays in 32 countries. In

²⁹  The Debtors’ Disinterested Directors and Special Committee (each as defined herein), with the assistance of MTO and PWP (each as defined herein), are currently undertaking an investigation into Estate Claims and Causes of Action related to the equity interest owners of the Debtors. Article VI.F of this Disclosure Statement sets forth additional information regarding the investigation. The Debtors reserve all rights to modify the Plan, including the release provisions of the Plan, and the Debtors reserve all rights and claims with respect thereto.

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2005, iHC operated three separate businesses: (i) iHC remained as a radio broadcasting company; (ii) Clear Channel Outdoor, Inc. (“CCO”), a non-Debtor subsidiary of CCOH, ran the outdoor advertising business; and (iii) Live Nation promoted live events (Live Nation was spun off from iHC in 2005). In 2005, in an initial public offering, CCOH sold 35 million shares of its class A common stock, representing approximately 10 percent of the combined total shares of CCOH’s class A common stock and class B common stock outstanding immediately following the initial public offering. CCOH used the net proceeds of the offering to repay outstanding intercompany indebtedness owed by it to iHC. After the offering, iHC owned all of the outstanding shares of CCOH’s Class B common stock, representing 99 percent of CCOH’s total voting power.

iHM (formerly known as CC Media Holdings, Inc.) was incorporated in Delaware in May 2007 for the purpose of acquiring iHC through a leveraged buyout, which was completed on July 30, 2008 (the “Merger”). The Merger resulted in the Debtors ultimately being owned by affiliates of Bain Capital, LP (“Bain”), Thomas H. Lee Partners, L.P. (“THL”), certain other individuals and entities, and public shareholders. Bain and THL together control approximately two-thirds of the voting power of all of iHM’s outstanding common stock, with certain individuals, entities, and the public owning the remaining one-third.³⁰ As a result of the Merger, iHC began to operate as a wholly-owned subsidiary of CC Media Holdings, Inc. On September 16, 2014, CC Media Holdings, Inc. was rebranded as iHM to reflect the company’s expanding digital content, and Clear Channel Communications, Inc. became iHeartCommunications, Inc.

iHC has seven wholly-owned direct subsidiaries, including Clear Channel Holdings, Inc. (“CCH”), a Nevada corporation, which owns the majority of the indirect subsidiaries of iHC and is the primary operating subsidiary of the Debtors.³¹

B. iHeart’s Business Operations

As discussed above, iHeart is a diversified media, entertainment, and data company reaching across multiple advertising-supported and consumer-focused platforms. iHeart’s radio stations, all-in-one digital music, podcasting and live streaming radio, on-demand service, and unique collection of assets enable it to deliver compelling content, as well as innovative and effective marketing campaigns for advertisers and marketing, creative, and strategic partners across the globe.

iHeart operates three primary business segments: (a) iHeartMedia (the “iHM Segment”); (b) Americas Outdoor Advertising; and (c) International Outdoor Advertising (Americas Outdoor Advertising and International Outdoor Advertising, together, the “Outdoor Segments”). The iHM Segment provides media and entertainment services via broadcast and digital delivery. The Outdoor Segments are operated by entities that are not Debtors in the Chapter 11 Cases. The Debtors provide certain executive, administrative, and support functions, including treasury, accounting, tax, finance, administration, legal, human resources, marketing, and information technology to the Outdoor Segments.

³⁰  Bain and THL each own their Class B shares through Clear Channel Capital IV, LLC and their Class C shares through Clear Channel Capital V, L.P., which together represent approximately 66 percent of the voting power of iHM’s outstanding common stock. Other individuals and entities own approximately 23 percent of the voting power of iHM’s outstanding common stock, and public shareholders own the remaining approximately 11 percent of voting power of iHM’s outstanding common stock. In addition, affiliates of Bain and THL are Holders of Term Loan Credit Agreement Claims and PGN Claims.

³¹  Other wholly-owned direct subsidiaries of iHC include: Clear Channel Investments, Inc., a Nevada corporation; iHeartMedia Management Services, Inc., a Texas corporation; iHeart Media Tower Co. Holdings, LLC, a Delaware limited liability company; iHM Identity, Inc., a Texas Corporation; CC Finco Holdings, LLC, a Delaware limited liability company; and Clear Channel Metro LLC, a Delaware limited liability company.

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The iHM Segment reaches approximately 271 million listeners monthly with its broadcast radio stations alone, giving it a greater reach in the United States than any other media company. For the year ended December 31, 2017, the Debtors recognized approximately $1.01 billion of OIBDAN³² and $3.58 billion of revenue.

As of the Petition Date, the Debtors employ more than 12,400 employees, approximately 9,400 of which work full-time, and approximately 3,000 of which work part-time. Approximately 700 employees are members of various labor unions and are covered by 35 collective bargaining agreements between the Debtors and various labor unions.

1. iHM Segment

The iHM Segment is a leading audio company that provides media and entertainment services, which are delivered across various platforms, including radio broadcasting, online, mobile, digital and social media, podcasts, personalities and influencers, data insights, live concerts and events, syndication, and music research services.

As of December 31, 2017, the iHM Segment owned and operated 849 radio stations across the country serving over 160 markets, including 45 of the top 50 markets and 82 of the top 100 markets, and also operated digital on-demand and custom radio services including the distribution of various streaming radio stations not owned by the Debtors via iHeartRadio (collectively, the “Radio Station Business”). The Radio Station Business’ stations and content can be heard on AM/FM or satellite radio, iHeartRadio and its radio station websites, or at iHeartRadio.com. iHeartRadio is a digital radio platform and can be heard on over 200 platforms, including: digital auto dashes, tablets, wearables and smartphones, virtual assistants, smart speakers, TVs, and gaming consoles. iHeartRadio offers users thousands of live radio stations, personalized custom artist stations created by just one song or seed artist, and top podcasts and personalities. With 1.7 billion downloads and upgrades, iHeartRadio has reached more than 110 million registered users.

The iHM Segment also operates: (a) Premiere Networks, Inc. (“Premiere”), a national radio network that produces, distributes, or represents 112 syndicated radio programs and serves more than 6,000 radio station affiliates across the United States, including popular programs featuring top talent such as Ryan Seacrest, Rush Limbaugh, Sean Hannity, Glenn Beck, Delilah, Elvis Duran, Bobby Bones, Breakfast Club, Big Boy, and Steve Harvey, among others; and (b) Total Traffic & Weather Network (“TTWN”), which delivers real-time traffic and weather information, news, and sports content via navigation systems. TTWN reaches more than 210 million listeners monthly across more than 200 markets in the United States, Canada, and Mexico with services to nearly 2,000 radio stations and approximately 80 television affiliates.

Additionally, the iHM Segment curates, promotes, and produces nationally-recognized iHeartRadio-branded live music events for its listeners and advertising partners, including the iHeartRadio Music Festival, the iHeartRadio Music Awards, the nationwide iHeartRadio Jingle Ball Tour presented by Capital One, the iHeartRadio Wango Tango by AT&T, the iHeartCountry Festival, the iHeartRadio Fiesta Latina, and iHeartRadio ALTer Ego. These live events feature many of the music industry’s top artists.

³²  OIBDAN, like EBITDA, is a proxy for analyzing a company’s operating performance. OIBDAN is an important indicator of iHeart’s operational strength and performance because it provides a link between operational performance and operating income. iHeart uses OIBDAN as one of the primary measures for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management.

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iHeart’s national and local advertisers cover a wide range of categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media, and political. iHeart’s contracts with these advertisers range from less than one year to multi-year terms.

In 2016 and 2017, the iHM Segment generated 54 percent and 56 percent, respectively, of iHeart’s total yearly revenue and 95 percent and 96 percent, respectively, of the Debtors’ yearly revenue. The iHM Segment’s primary source of revenue is the sale of local and national advertising on its radio stations, with contracts typically less than one year in duration. Revenue is also generated from advertising on the digital platform, network compensation, online services, events, and other miscellaneous transactions. These other sources supplement the iHM Segment’s traditional advertising revenue without increasing on-air advertising time.

2. Katz Media

The Debtors also operate Katz Media Group (“Katz Media”), a leading media representation firm in the United States. Katz Media sells national spot advertising time for clients in the radio and television industries. National spot advertising is commercial airtime sold to advertisers on behalf of radio and television stations. Katz Media represents its media clients pursuant to media representation contracts, which typically have terms of up to ten years in length. As of December 31, 2017, Katz Media represented more than 3,000 radio stations and more than 900 television and digital multicast stations throughout the United States.

In 2016 and 2017, Katz Media generated 3 percent, and 2 percent, respectively, of iHeart’s total yearly revenue and 5 percent and 4 percent, respectively, of the Debtors’ yearly revenue, primarily through the contractual commissions realized from the sale of national spot and online advertising described above.

3. Non-Debtor Affiliates Business Operations (Clear Channel Outdoor)

The Debtors also directly or indirectly own approximately 89.5 percent of the economic interests in CCOH,³³ which is a non-debtor affiliate that owns the Outdoor Segments and operates them through various subsidiaries. The Outdoor Segments and these entities are not part of the Chapter 11 Cases. The Outdoor Segments provide outdoor advertising services globally using various digital and traditional display types, including printed and digital billboards, street furniture and transit displays, airport displays and wallscapes, and other spectaculars, which are either owned or operated under lease management agreements.

As of December 31, 2017, iHeart owned or operated approximately 94,000 display structures through Americas Outdoor Advertising, with operations in 43 of the 50 largest markets in the United States, including all of the 20 largest markets and more than 480,000 displays across 18 countries through International Outdoor Advertising.

³³  The remainder of the equity interests in CCOH are publicly traded on the New York Stock Exchange. Although the Debtors have approximately 89.5 percent of the outstanding shares of CCOH’s common stock, the Debtors have approximately 99 percent of the total voting power of CCOH’s common stock.

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In 2016 and 2017, the Outdoor Segments generated 43 percent and 42 percent, respectively, of iHeart’s total yearly revenue. The Outdoor Segments’ revenue is derived from local and national sales of advertising copy placed on printed and digital displays as described above. As of December 31, 2017, the Outdoor Segments had approximately $5.3 billion of debt comprised of the following:

CCWH34 Subsidiary Notes	Principal (US$ millions)		Guarantors35
6.5% Senior Notes Due 2022 (Series A & B)		2,725		CCOH, CCO
7.625% Senior Subordinated Notes Due 2020 (Series A & B)		2,200		CCOH, CCO
Total CCWH Subsidiary Notes	$	4,925 million
CCI BV36 Subsidiary International Notes
8.75% Senior Notes Due 2020		375		International Guarantors	37
Total Outdoor Segments Funded-Debt Obligations	$	5,300 million

C. The Debtors’ Prepetition Capital Structure

As of the Petition Date, the Debtors were liable for approximately $16 billion in aggregate funded-debt obligations. The table below summarizes the Debtors’ prepetition capital structure.

ABL Credit Agreement	Principal (US$ millions)			Guarantors
Outstanding Indebtedness		371			Guarantor Debtors
Term Loan Credit Agreement
Term Loan D Facility Due 2019		5,000			Guarantor Debtors
Term Loan E Facility Due 2019		1,300			Guarantor Debtors
Total Term Loan Credit Agreement	$	6,300 million
PGNs (as defined herein)					Guarantors
9.0% PGNs Due 2019		2,000			Guarantor Debtors
9.0% PGNs Due 2021		1,750			Guarantor Debtors
11.25% PGNs Due 2021		1,052	38		Guarantor Debtors
9.0% PGNs Due 2022		1,000			Guarantor Debtors

³⁴  “CCWH” means Clear Channel Worldwide Holdings, Inc., a non-Debtor indirect subsidiary of CCOH.

³⁵  Certain domestic subsidiaries are also included as Guarantors.

³⁶  “CCI BV” means Clear Channel International B.V., a non-Debtor subsidiary of CCOH.

³⁷  As set forth in the table, the following non-Debtors are guarantors of the CCI Subsidiary International Notes (the “International Guarantors”): Clear Channel Nederland Holding B.V. (formerly known as CCH Holding B.V.); Clear Channel Belgium Sprl; Clear Channel Nederland B.V. (formerly known as Clear Channel Hillenaar B.V.); Clear Channel Holding AG; Clear Channel Holdings, Ltd.; Clear Channel International Holdings B.V.; Clear Channel International, Ltd.; Clear Channel Overseas, Ltd.; Clear Channel Sales AB; Clear Channel Schweiz AG; Clear Channel Sverige AB; Clear Channel UK Ltd.; and Clear Channel Holding AG.

³⁸  Includes the Exchange 11.25% PGNs consisting of approximately $476 million in principal amount of 11.25% PGNs issued in 2017 under separate CUSIPs, $180.8 million of which are held by CCH, and are eliminated in the consolidated financial statements.

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10.625% PGNs Due 2023	950		Guarantor Debtors
Total PGNs	$6,752 million
2021 Notes
Outstanding Indebtedness	2,235	39	Guarantor Debtors	40
Legacy Notes
5.5% Legacy Notes Due 2016	57	41	None
6.875% Legacy Notes Due 2018	175		None
7.25% Legacy Notes Due 2027	300		None
Total Legacy Notes	$532 million
Total Funded Debt Obligations	$16,190 million

1. ABL Credit Agreement

As of the Petition Date, the Debtors had a total of $371 million aggregate principal amount outstanding under the ABL Credit Agreement. The ABL Credit Agreement provided revolving credit commitments of up to the lesser of the aggregate revolving credit commitments or the borrowing base amount. The borrowing base amount at any time equaled 97.5 percent of the eligible accounts receivable of iHC and certain of its subsidiaries. Borrowings under the ABL Credit Agreement were scheduled to mature, and lending commitments thereunder would have terminated, on November 30, 2020. The ABL Credit Agreement was guaranteed by, subject to certain exceptions, the Guarantor Debtors. All obligations under the ABL Credit Agreement and the guarantees of those obligations were secured by a first-priority security interest in all of iHC’s and the Guarantor Debtors’ accounts receivable, related assets, and proceeds thereof, which were senior to the security interest of the Term Loan Credit Agreement (as defined below), subject to permitted liens and certain exceptions. On June 14, 2018, the loans and other obligations outstanding under the ABL Credit Agreement were repaid in full, subject to the possible disgorgement of certain Disputed ABL Obligations (as defined below) pursuant to the ABL Payoff Stipulation (as defined below), as further described in Article VII.M of this Disclosure Statement.

2. Senior Debt Obligations (Term Loan Credit Agreement and PGNs)

As of the Petition Date, the Debtors had a total of $13,052 million of funded debt obligations arising from the Term Loan Credit Agreement and PGNs. Until such time as $500 million or less of principal remains outstanding under the Legacy Notes (the “Springing Lien Trigger Date”), the Debtors’ Term Loan Credit Agreement and PGNs are both secured by pari passu first-priority liens in the capital stock of iHC and certain property and related assets that do not constitute “Principal Property” (as defined in the Legacy Notes Indenture), and pari passu second-priority liens in all of iHC’s and the Guarantor Debtors’ accounts receivable, related assets, and proceeds thereof, subject to permitted liens and certain exceptions. Article VI.D below discusses in more detail the collateral under the Term Loan Credit Agreement and the PGNs,the relevance of the Springing Lien Trigger Date, and certain disputes regarding the Springing Lien Trigger Date.

³⁹  Includes approximately $453.9 million outstanding of the 2021 Notes held by CCH, which are eliminated in the consolidated financial statements.

⁴⁰  See discussion in Article V.C.3 of this Disclosure Statement of certain “Notices of Release” received from certain holders of the 2021 Notes.

⁴¹  Reflects $57.1 million of outstanding 5.50% Legacy Notes held by CCH, which are eliminated in the consolidated financial statements.

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(a) Term Loan Credit Agreement

As of the Petition Date, the Debtors had a total of $6.3 billion outstanding under the Term Loan Credit Agreement. The Term Loan Credit Agreement consists of a $5.0 billion term loan D facility, which matures on January 30, 2019, and a $1.3 billion term loan E facility, which matures on July 30, 2019. The Term Loan Credit Agreement is guaranteed by iHeartMedia Capital I, LLC and each of iHC’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the Term Loan Credit Agreement, and the guarantees of those obligations, are secured, subject to permitted liens, by: (a) a first-priority security interest in (i) the capital stock of iHC pledged by iHeartMedia Capital I, LLC, (ii) 100 percent of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the Legacy Notes Indenture, (iii) certain assets that do not constitute “Principal Property” (as defined in the Legacy Notes Indenture), and (iv) certain specified assets of iHC and the Guarantor Debtors that constitute “Principal Property” (as defined in the Legacy Notes Indenture) securing obligations under the Term Loan Credit Agreement up to 15 percent of the total consolidated stockholders’ equity of iHeart; and (b) a second-priority security interest in the accounts receivable and related assets securing the ABL Credit Agreement.

(b) PGNs

As of the Petition Date, the Debtors had a total of $6,752 million outstanding aggregate principal amount of its priority guarantee notes (collectively, the “PGNs”). The PGNs consist of: (a) $2,000 million of 9.0% PGNs Due 2019; (b) $1,750 million of 9.0% PGNs Due 2021; (c) $1,052 million of 11.25% PGNs; (d) $1,000 million of 9.0% PGNs Due 2022; and (e) $950 million of 10.625% PGNs. The PGNs are guaranteed by, subject to certain exceptions, the Guarantor Debtors. Subject to certain exceptions, all obligations under the PGNs and the guarantees of those obligations are secured by: (a) a first-priority security interest, equal in priority to the liens securing the obligations under the Term Loan Credit Agreement, in (i) capital stock of iHC pledged by iHeartMedia Capital I, LLC and (ii) certain assets that do not constitute “Principal Property” (as defined in the Legacy Notes Indenture); and (b) a second-priority security interest in the accounts receivable and related assets securing the ABL Credit Agreement. As described further below, the 9.0% PGNs Due 2019 are party to a collateral sharing agreement with the Term Loan Credit Agreement Agent.

3. 2021 Notes

As of the Petition Date, the Debtors had a total of $2,235 million outstanding aggregate principal amount of 2021 Notes. Article 10 and Article 11 of the indenture governing the 2021 Notes provides that the 2021 Notes are fully and unconditionally guaranteed by the Guarantor Debtors, which guarantees are subordinated to (among other enumerated categories) the guarantees of the ABL Credit Agreement, the Term Loan Credit Agreement, and certain PGNs, but rank equal to all other senior indebtedness of the Guarantor Debtors.

Notably, the 2021 Notes Trustee has asserted that the indenture for the 2021 Notes has an “equal and ratable” provision that prohibits iHC and the Guarantor Debtors from granting a security interest (other than certain enumerated permitted liens and other enumerated exceptions) to any party “unless . . . the Notes or the Guarantees are equally and ratably secured.”⁴² Given this provision, certain Holders of 2021 Notes believe that in the event that the Holders of Legacy Notes are granted liens on the Springing Collateral (which liens do not constitute permitted liens or other enumerated exceptions) the 2021 Notes would be contractually entitled to receive liens on the Springing Collateral that are pari passu with the liens that are granted to the Holders of Legacy Notes.

⁴²  2021 Notes Indenture § 4.12.

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As further discussed in Article VII.L of this Disclosure Statement, on March 21, 2018, the Legacy Notes Trustee filed an adversary proceeding in the Chapter 11 Cases alleging that iHC and certain of its direct and indirect Debtor subsidiaries violated a negative covenant in the Legacy Notes Indenture by not granting equal and ratable mortgages to Holders of Legacy Notes Claims that would provide them with secured Claims pari passu to that of the PGNs. On March 26, 2018, Delaware Trust Company, solely in its capacity as successor 2021 Notes Trustee, filed a motion to intervene in the Legacy Notes Trustee’s adversary proceeding, arguing that the relief sought by the Legacy Notes Trustee was improper, but that if it were to be granted, the holders of the 2021 Notes should be entitled to the same relief.

On January 12 and February 28, 2018, the Debtors received a notice of release (the “Notice of Release”) from approximately $670 million of beneficial holders of the 2021 Notes purportedly releasing the Guarantor Debtors of the 2021 Notes from all guarantee obligations under the 2021 Notes as set forth in the Notice of Release. The stated purpose of the Notice of Release was to “improve [iHC’s] financial condition in order to maximize [Holders of 2021 Notes Claims’] recoveries to be paid by [iHC] on account of the [2021 Notes.]” The Debtors subsequently received additional Notices of Release from other beneficial holders of 2021 Notes. The 2021 Noteholder Group (as defined below) asserts that Notices of Release have been provided by beneficial holders of approximately $1.2 billion of the 2021 Notes. To the extent such Notices of Release were effective, which is in dispute, such beneficial holders that executed such Notices of Release would not have Claims against the Guarantor Debtors in respect of their guarantee obligations under the 2021 Notes Indenture.

4. Legacy Notes

As of the Petition Date, iHC had approximately $532 million outstanding aggregate principal amount of Legacy Notes. The Legacy Notes consist of: (a) $175 million of 6.875% Legacy Notes, which mature on June 15, 2018; (b) $300 million of 7.25% Legacy Notes, which mature on October 15, 2027; and (c) $57 million of 5.50% Legacy Notes, which are currently held by Debtor CCH and remain unpaid following their December 15, 2016 maturity date.

The Legacy Notes are senior, unsecured obligations that are subordinated to iHC’s secured indebtedness to the extent of the value of iHC’s assets securing such indebtedness and are not guaranteed by any of iHC’s subsidiaries. As a result, the Legacy Notes are structurally subordinated to all indebtedness and other liabilities of iHC’s subsidiaries. The Legacy Notes rank equally in priority with all of iHC’s existing and future senior unsecured indebtedness and senior in priority to all existing and future subordinated indebtedness.

Notably, the indenture for the Legacy Notes has an “equal and ratable” provision that prohibits iHC from granting a security interest to any party in certain specific collateral (i.e., the Springing Collateral (as defined herein)) “without in any such case making effective provision whereby all of the [Legacy Notes] Outstanding shall be directly secured equally and ratably with such debt.”⁴³ Given this provision, upon the occurrence of the Springing Lien Trigger Date under the Term Loan Credit Agreement and the PGNs, the Legacy Notes Trustee asserts that the Legacy Notes would be contractually entitled to receive liens on

⁴³  Legacy Notes Indenture § 1006. There is, however, an exception that allows for other parties to receive a security interest in Principal Property (as defined herein) so long as the debt secured by that interest, and any other Permitted Mortgage (as defined in the Legacy Notes Indenture), does not exceed 15 percent of the total consolidated stockholders’ equity of iHeart (the “15 Percent Exception”).

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certain collateral that are pari passu with the liens that spring into existence under the Term Loan Credit Agreement and the PGNs. As further discussed in Article VII.L of this Disclosure Statement, on March 21, 2018, the Legacy Notes Trustee filed an adversary proceeding in the Chapter 11 Cases alleging that iHC and certain of its direct and indirect Debtor subsidiaries violated a negative covenant in the Legacy Notes Indenture by not granting equal and ratable mortgages to Holders of Legacy Notes Claims that would provide them with secured Claims pari passu to that of the PGNs.

5. Intercompany Debt Owed by iHC to CCOH

The Debtors provide certain executive, administrative, and support functions, including treasury, accounting, tax, finance, administration, legal, human resources, marketing, and information technology to CCOH pursuant to that certain Corporate Services Agreement dated November 10, 2005 by and between iHeartMedia Management Services, Inc. and CCOH (the “Corporate Services Agreement”). The Corporate Services Agreement requires that substantially all of the excess cash generated from CCOH’s domestic operations be swept into the Debtors’ cash management system on a daily basis after CCOH pays its accounts payable (including servicing debt) and payroll. If CCOH has a forecasted net cash need, iHeart, in its discretion, may advance funds from its master concentration account into the Clear Channel Outdoor cash management system. The Debtors incur costs on account of corporate services for the benefit of CCOH and charge those costs to CCOH based on actual direct costs incurred or allocated based on headcount, revenue, or other factors on a pro rata basis. The allocation of these costs results in Intercompany Claims between the Debtors and CCOH that are recorded in the net balance of the Intercompany Revolving Promissory Note.

Net amounts owed from the Debtors to CCOH are evidenced by the Intercompany Revolving Promissory Note. The Intercompany Revolving Promissory Note is callable on demand by a committee of independent directors of CCOH under certain circumstances, contingent primarily on iHeart’s liquidity. As of the Petition Date, the Intercompany Revolving Promissory Note had a balance of approximately $1,032 million owed from iHC to CCOH.

On November 29, 2017, CCOH amended the Intercompany Revolving Promissory Note, which resulted in the extension of the maturity date of the Intercompany Revolving Promissory Note from December 15, 2017 to May 15, 2019 and established the interest rate on the Intercompany Revolving Promissory Note at 9.3 percent per annum, subject to certain exceptions. On December 29, 2017, Norfolk County Retirement System brought a derivative lawsuit in the Delaware Court of Chancery on behalf of nominal defendant, CCOH, against: (a) iHC; (b) iHM; (c) Bain; (d) THL; and (e) CCOH’s board of directors (collectively, the “Defendants”) alleging, among other things, that the Defendants breached fiduciary duties owed to CCOH in connection with entering into the amendment (the “CCOH Litigation”). The Debtors, CCOH, and all other Defendants believe all allegations are meritless.

6. Intercompany Debt Owed by CCOH to Debtors

Debtor iHM Identity, Inc. and non-Debtor Outdoor Management Services, Inc. (“Outdoor Management”) are party to the License Agreement (as defined herein), pursuant to which iHM Identity, Inc., as owner of the Debtors’ intellectual property, grants Outdoor Management a license to use certain intellectual property (as described in detail in Article VII.P herein) in exchange for an annual royalty payment. Amounts payable by Outdoor Management under the License Agreement are settled on the last day of every quarter and are reflected in adjustments to the cash management notes.

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7. Debt Held by Debtors

Certain of the Debtors’ funded debt obligations are held by CCH, a Debtor in the Chapter 11 Cases. Specifically, as of the Petition Date, CCH held: (a) $57.1 million in principal of 5.50% Legacy Notes; (b) $180.8 million in principal of Exchange 11.25% PGNs; and (c) $453.9 million in principal of 2021 Notes. Under the Plan, Intercompany Notes Claims that are (i) Allowed Secured Term Loan / 2019 PGN Claims will be cancelled without any distribution on account of such Allowed Claims; (ii) Allowed Secured Non-9.0% PGN Due 2019 Claims Other Than Exchange 11.25% PGN Claims will be cancelled without any distribution on account of such Allowed Claims; (iii) Allowed Secured Exchange 11.25% PGN Claims will be cancelled without any distribution on account of such Allowed Claims; (iv) Allowed iHC 2021 / Legacy Notes Claims will be cancelled without any distribution on account of such Allowed Claims, and the distribution that otherwise would have been made on account of such Allowed Claims will be allocated, Pro Rata, to Holders of Allowed 2021 Notes Claims and Allowed Legacy Notes Claims that are not Intercompany Notes Claims, respectively; and (v) Intercompany Notes Claims that are Allowed Term Loan / PGN Deficiency Claims shall be allocated, Pro Rata, to Holders of Allowed Term Loan / PGN Deficiency Claims that are not Intercompany Notes Claims.

8. iHM Common Stock

Shares of iHM’s class A common stock (ticker: IHRT) have traded on the Over-the-Counter Market since August 8, 2008. There is no established public trading market for iHM’s class B and class C common stock. All outstanding shares of class B common stock are held by Clear Channel Capital IV, LLC (50 percent of which is owned by affiliated investment funds of Bain and 50 percent of which is owned by affiliated investment funds of THL), and all outstanding shares of class C common stock are held by Clear Channel Capital V, L.P. (50 percent of which is owned by affiliated investment funds of Bain and 50 percent of which is owned by affiliated investment funds of THL). Bain and THL, through their class B and class C common stock, each control approximately 33 percent of the voting power of iHM’s outstanding common stock. Other individuals and entities own approximately 23 percent of the voting power of iHM’s outstanding common stock, and public shareholders own the remaining approximately 11 percent of voting power of iHM’s outstanding common stock.

ARTICLE VI.

EVENTS LEADING TO THE CHAPTER 11 FILINGS

A. Market Decline and Industry-Specific Challenges

Among other macroeconomic and industry-specific challenges, the financial crisis that began shortly after the acquisition of iHeart in 2008 significantly reduced advertising and marketing spending, leading to declining advertising revenues across iHeart’s businesses. Concurrently, new competitors entered the broader media and entertainment industry, leading iHeart’s advertising customers to redeploy certain of their advertising spending to the rapidly-growing digital advertising industry. These changes have been felt throughout the radio industry. For example, iHeart’s largest broadcast radio competitor, Cumulus Media Inc., sought chapter 11 bankruptcy protection on November 29, 2017 and consummated a chapter 11 plan on June 4, 2018.

In order to keep pace with competition from within the broader media industry, iHeart has continued its transformation from a terrestrial radio broadcasting company into a diversified media, entertainment, and data company. This included the addition of streaming, digital formats, and live events. iHeart’s transformation has led to continued revenue growth and outperformance of the broadcast radio industry. In line with this strategy, the Debtors expect the traditional terrestrial radio broadcasting market to continue to decline in the coming years.

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B. Reducing Costs and Other Operational Initiatives

In response to deteriorating market conditions, the Debtors implemented various initiatives to reduce costs and increase revenue generating opportunities. For instance, iHeart has continuously reduced headcount to fund growing business segments, consolidated locations and positions, and cancelled burdensome contracts.

In 2014, the Debtors executed an iHeart restructuring plan with an objective to reduce operating expenses without impacting top line revenue. The plan included increasing the management spans of control in the sales organization, eliminating certain highly compensated employees, reducing programming costs by moving towards centralized resources, and reducing overhead in the Katz Media Segment. As a result, operating expenses were reduced by roughly $60 million.

Additionally, throughout 2017, the Debtors implemented further cost-saving initiatives and decreased iHeart’s employee headcount by roughly 4 percent, producing $30 million in annualized savings. The Debtors leveraged a good deal of their overall savings to invest in supporting the key growing portions of their business, such as the launch of iHeart on demand, a national sales channel, programmatic sales systems, data analytics, and smart audio products.

Since 2008, the Debtors have used capital market transactions to, among other things, address sizeable maturities under their debt documents that came due between 2011 and 2018 and opportunistically capture discount on debt that was trading in the market at prices significantly below par. In particular, iHeart undertook various refinancings and exchange offers through the issuance of PGNs between 2011 and 2015, the proceeds of which were used to repay approximately $2.9 billion of obligations outstanding under the Term Loan Credit Agreement. In 2016, the Debtors purchased approximately $383.0 million of 10 percent unsecured notes that matured in January 2018 (the “10% Unsecured Notes”) for $222.2 million. In 2017, the Debtors exchanged approximately $537.0 million of 11.25% PGNs Due 2021 for approximately $537.0 million of 10% Unsecured Notes, of which $241.4 million were exchanged by a subsidiary of iHC.

C. Broader Media Litigation

Late in 2015, with iHC’s debt trading at historic discounts below face value, iHC utilized certain investment baskets under its PGN indentures to transfer $516 million worth of shares of CCOH stock to Broader Media, LLC (“Broader Media”), an unrestricted subsidiary under the PGNs. iHC transferred the shares to provide greater flexibility in support of future financing transactions, share dispositions, and other similar transactions. Following the disclosure of the transfer, a subset of holders of the PGNs issued threats and notices of default on the basis that the contributions were not permitted “Investments” under the PGN indentures.

As a result of the threats and the notices of default, in March 2016, iHM commenced litigation in the District Court of Bexar County, Texas. Following a trial, on May 24, 2016, the trial court ruled, among other things, that the transfer of the shares to Broader Media was appropriate. The court issued a declaratory judgment that the transfer did not violate the PGN Indentures and issued a permanent injunction rescinding the notices of default and enjoining future notices of default. On October 11, 2017, the Texas Fourth Court of Appeals affirmed this ruling on appeal. The time to seek further review by the Texas Supreme Court has been stayed.

On July 26, 2016, iHM commenced a separate lawsuit in the District Court of Bexar County, Texas seeking damages for the PGN Defendants’ interference with prospective economic advantage, economic duress, civil conspiracy, and breach of the covenant of good faith and fair dealing, based on the PGN Defendants’ threats and notices of default. iHM filed an amended petition in this action on December 12, 2016. This lawsuit has been stayed.

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D. The “Collateral Flip” Issue and Related Litigation

The Debtors provide the following summary of the issues and disputes for informational purposes only. Other stakeholders have differing views on the issues, including the operation and import of the contract provisions summarized below, and nothing in this summary will prejudice or waive any stakeholder’s rights in this regard.

As noted above, when the Legacy Notes were issued, the holders of Legacy Notes were not granted a security interest in any of iHC or its subsidiaries’ assets, and the indenture governing the Legacy Notes prohibits iHC from granting, subject to the 15 Percent Exception, a security interest to any party in (a) stock of iHeart subsidiaries (other than certain designated exceptions), including the stock in the Clear Channel Outdoor business (“Subsidiary Stock”), (b) intercompany notes owed among iHC and its subsidiaries (“Intercompany Notes”), and (c) assets of iHC subsidiaries defined as “Principal Property”⁴⁴ (such Subsidiary Stock, Intercompany Notes, and Principal Property, collectively, the “Springing Collateral”) “without in any such case making effective provision whereby all of the Legacy Notes Outstanding shall be directly secured equally and ratably with such debt.”⁴⁵

When issued, the loans under the Term Loan Credit Agreement were granted a security interest in all assets of iHC and the Guarantor Debtors except for certain “Excluded Assets,” which exclusion automatically falls away with respect to the Springing Collateral (unless independently carved-out of the collateral by one of the other categories of excluded assets) upon the occurrence of the Springing Lien Trigger Date.⁴⁶ The assets falling into the definition of “Excluded Assets” under the Term Loan Credit Agreement included (a) Subsidiary Stock and (b) the Intercompany Notes. In addition, the amount of the Term Loan Credit Agreement secured by assets of certain of iHeart’s subsidiaries defined as Principal Property was capped at the 15 Percent Exception. Structuring the Term Loan Credit Agreement this way avoided triggering the requirement to provide security in the Excluded Assets (on a pari passu basis with the Term Loan) to the approximately $5.0 billion of Legacy Notes that were outstanding at the time of the Merger. Instead, the seniority of the Term Loan Credit Agreement to the Legacy Notes was established by virtue of their guarantees against the Guarantor Debtors (which the Legacy Notes do not have). Pursuant to the terms of the Term Loan Credit Agreement, the Term Loan Credit Agreement automatically receives the benefit of the Subsidiary Stock and the Intercompany Notes, and the 15 Percent Exception automatically falls away with respect to the Principal Properties securing the Term Loan Credit Agreement, only upon the occurrence of the Springing Lien Trigger Date (i.e., when there was significantly less non-Term Loan Credit Agreement debt that would share pari passu with respect to such collateral). In 2008, the agent under the Term Loan Credit Agreement filed UCC-1 Financing Statements asserting such security interests (if and when arising) in virtually all of iHC’s property, including Principal Property.

⁴⁴ “Principal Property” is generally defined as radio broadcasting property, television broadcasting property, or outdoor advertising property other than such properties that, in the aggregate, are not of "material importance to the total business conducted by the Company and its subsidiaries as an entirety.”

“Non-Principal Property” is generally defined by reference to (i) a schedule attached to a non-principal properties security agreement, which includes certain radio stations, radio broadcast towers, material contracts, and leases, and (ii) certain entities that entered into a non-principal properties security agreement granting liens over substantially all of their assets.

⁴⁵ Legacy Notes Indenture § 1006.

⁴⁶  The collateral exclusion automatically falling away upon the occurrence of the Springing Lien Trigger Date and the Term Loan Credit Agreement (and PGNs, as discussed below) receiving the benefit of the Springing Collateral, which then triggers the obligation under the indenture for the Legacy Notes to grant such collateral to the Legacy Notes, frequently is referred to by the parties as the “collateral flip” (the “Collateral Flip”).

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When iHC subsequently issued PGNs, the PGNs were granted a security interest in all assets of iHeart except for the “Excluded Assets,” which would become subject to a security interest only upon the occurrence of the Springing Lien Trigger Date.⁴⁷ The assets falling into the definition of “Excluded Assets” for the PGNs were (a) Subsidiary Stock, (b) Intercompany Notes, and (c) assets of iHeart’s subsidiaries defined as Principal Property. Thus, unlike the Term Loans, the PGNs were not granted a security interest in Principal Property up to the threshold provided by the 15 Percent Exception. Instead, Principal Property becomes part of the PGNs’ security interest upon the occurrence of the Springing Lien Trigger Date. The 9.0% PGNs Due 2019 (which were issued in exchange for Term Loans), however, are party to a collateral sharing agreement with the agent under the Term Loan Credit Agreement which provides that to the extent the lenders party to the Term Loan Credit Agreement (the “Term Loan Lenders”) receive the benefit of any Principal Properties collateral based on the 15 Percent Exception, they must share such benefit pro rata with the 9.0% PGNs Due 2019. Like the agent under the Term Loan Credit Agreement, the trustees to the PGNs filed UCC-1 Financing Statements asserting security interests (if and when arising) on virtually all of iHeart’s assets, including Principal Property.

On December 15, 2016, there was a scheduled maturity of $250 million of Legacy Notes. If iHC had repaid those 2016 Legacy Notes in their entirety, the total amount of Legacy Notes outstanding would have fallen to $475 million and the Springing Lien Trigger Date would have occurred. On or around October 23, 2014, an indirect subsidiary of iHC, non-Debtor CC Finco, LLC (“CC Finco”), purchased 2016 Legacy Notes in the principal amount of $57.1 million (the “Outstanding 2016 Legacy Notes”).⁴⁸ The Debtors determined to withhold payment of the $57.1 million of Legacy Notes held by CCH.

Certain of the Debtors’ Term Loan Lenders and holders of PGNs and Legacy Notes disputed the Debtors’ position that iHC could prevent the occurrence of the Collateral Flip by withholding repayment on these notes. On December 12, 2016, the Debtors commenced litigation in the District Court of Bexar County, Texas seeking declaratory judgments that the Springing Lien Trigger Date had not occurred (i.e., that the Collateral Flip had not happened), which litigation has since been stayed.

On February 26, 2018, holders of the unsecured Legacy Notes and the Legacy Notes Trustee initiated an action in New York state court seeking specific performance of the Legacy Notes Indenture and emergency injunctive relief. The plaintiffs argued that the “springing lien” provisions of the PGN indentures and the PGN security agreement amounted to “Hidden Encumbrances” on iHeart’s property, to which they were entitled to “equal and ratable” treatment. iHeart opposed this claim, asserting that the springing liens were neither “hidden” nor “encumbrances,” and that there was no interest granted in any of the Debtors’ property under the springing liens until there was an actual grant of a security interest. After the case was remanded from the United States District Court for the Southern District of New York,

⁴⁷  Thus, the way the springing lien works under the security agreement for the Term Loan Credit Agreement with respect to the Principal Properties (whereby a “cap” on an existing security interest in the Principal Properties automatically “falls away” upon the occurrence of the Collateral Flip) differs from how it works under the security agreement for the PGNs (whereby Principal Properties are excluded from the existing security interest until the occurrence of the Collateral Flip). Collateral agents for both the Term Loan Credit Agreement and the PGNs have filed UCC-1 financing statements in “all assets” of iHC and the Guarantor Debtors based on their respective security agreements.

⁴⁸  These Legacy Notes were subsequently transferred to CCH, which holds these Legacy Notes as of the Petition Date.

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Delaware Trust Company, solely in its capacity as successor 2021 Notes Trustee, sought to intervene, arguing that the relief sought by the plaintiffs was improper, but that if it were to be granted, the holders of the 2021 Notes should be entitled to the same relief. The New York state court denied the plaintiffs’ request for a preliminary injunction, ruling that the holders of the Legacy Notes had failed to meet the standard for injunctive relief, that Plaintiffs had failed to follow required notice provisions in the Legacy Notes Indenture, and that actions regarding the priority and validity of unsecured claims were properly resolved in front of a bankruptcy court.

Because iHeart does not believe that the Collateral Flip has occurred, iHeart has not granted any interest of any kind in any of its property to the holders of the Legacy Notes or the Legacy Notes Trustee.

E. Restructuring Negotiations with Stakeholders

Following the commencement of the Broader Media litigation, in early 2016, the Debtors engaged in extensive discussions and negotiations with certain members of the Term Loan/PGN Group for the first time regarding a comprehensive restructuring transaction that would substantially deleverage the Debtors. This included the Debtors and the Term Loan/PGN Group participating in a formal mediation process as well as the exchange of two rounds of proposals and counterproposals in May 2016 and June 2016, respectively. Ultimately, the Debtors and certain members of the Term Loan/PGN Group could not reach an agreement and the Debtors focused their efforts on developing and proposing a global exchange offer, which they launched in March 2017. After the launch of the global exchange offer, which did not gain significant traction across the Debtors’ creditors, the Debtors re-engaged with the Term Loan/PGN Group and their advisors in the middle of 2017. These discussions intensified over the last half of 2017 and other stakeholders also became heavily involved in these discussions, including (a) the Term Lender Group, represented by Arnold & Porter Kaye Scholer LLP (as counsel) and Ducera Partners (as financial advisor), (b) an ad hoc group of Holders of 2021 Notes Claims (the “2021 Noteholder Group”) represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP (as co-counsel) and GLC Advisors & Co. (as financial advisor), (c) the Legacy Noteholder Group represented by White & Case LLP (as counsel), and (d) the Debtors’ equity sponsors, represented by Weil, Gotshal & Manges LLP (as counsel). In particular, between October 2017 and March 2018, the Debtors and these stakeholder groups made significant progress on the terms of a consensual and comprehensive restructuring. This negotiation was reflected in a series of proposals and counter-offers disclosed by the Debtors during this time. As previously discussed, these discussions produced the Restructuring Support Agreement that has broad support across the Debtors’ capital structure.

F. Appointment of Disinterested Directors and Formation of, and Evaluations by, Special Committee

In May of 2016, the board of directors or managers of iHC, iHeartMedia Capital I, LLC, and iHM appointed Frederic F. Brace and Charles H. Cremens as disinterested directors or managers (the “Disinterested Directors”). The Disinterested Directors authorized the hiring of Munger, Tolles & Olson LLP (“MTO”) and Perella Weinberg Partners LP (“PWP”) as independent counsel and independent financial advisor, respectively (the “Independent Advisors”), to assist the Disinterested Directors with fulfilling their fiduciary duties and addressing potential or actual conflict of interest matters for the Debtors. On October 5, 2016, the Debtors established a special committee (the “Special Committee”), whose members are the Disinterested Directors. The Special Committee has considered and made decisions with respect to, among other things, the maturing 2016 Legacy Notes, the exchange offer commenced in March 2017, and the entry into the Restructuring Support Agreement.

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1. Investigation of Potential Claims.

The Special Committee and the Disinterested Directors have also investigated potential Claims and Causes of Action against the equity interest owners of the Debtors, including Bain and THL. The Special Committee made comprehensive diligence requests to each of them, and MTO and PWP have reviewed and analyzed documents provided in response to the requests. MTO and PWP have also reviewed materials provided to them by the Debtors, including materials in the data room hosted by the Debtors, public filings made by the Debtors, board materials, and financial information about the Debtors. MTO has also interviewed several potential witnesses at Bain, THL, and the Debtors regarding these transactions. The investigation included legal and factual analyses of potential claims, and evaluation of the strengths and weaknesses of such claims.

MTO has regularly communicated with the Committee regarding potential claims and is coordinating with the Committee, the Debtors, and the Debtors’ other advisors to facilitate the completion of a parallel investigation by the Committee. The Committee also served its own diligence requests on the Debtors and Sponsors and interviewed Company personnel, and MTO has reviewed the materials provided in response to Committee diligence and has attended the Committee’s interviews.

The transactions reviewed for potential claims include (1) the terms of, and obligations incurred and payments made to, Bain and THL under that certain First Amended and Restated Management Agreement entered into as of July 28, 2008, (2) the 2008 LBO, (3) transactions with the Sponsors involving debt issued by the Debtors, and (4) the Company’s liability management program. With respect to those transactions, the investigation evaluated, to the extent potentially applicable, potential Claims for (a) fraudulent conveyance, (b) preference, (c) equitable subordination, and (d) breach of fiduciary duties and aiding and abetting breach of fiduciary duties.

The Special Committee examined with the Independent Advisors the strengths and weaknesses of potential proof of insolvency at pertinent times, for pertinent entities. With respect to potential challenges to the 2008 Management Agreement and the 2008 LBO, the Special Committee determined that such claims likely depend upon, among other things, proof of insolvency some 10 years prior to bankruptcy. In addition, various subsidiaries of the Debtors are liable on only a subset of the debt of iHC, making it more likely that those subsidiaries were solvent in 2008. The Special Committee also considered the internal marks by the Sponsors, who have marked their equity investments as positive from 2008 through the third quarter of 2017, and various impairment testing and other potential indicia of solvency or insolvency.

The Management Agreement provides for payment of $7.5 million per year to each Sponsor, paid semiannually, and they were paid amounts consistent with that agreement (up until payments ceased after March 1, 2017). In each instance, 42% of those fees were charged to CCOH. In the four years preceding March 14, 2018, Debtors (i.e., excluding CCOH) paid a total of $26.1 million in fees to the Sponsors. No management fees were paid within the one year preference period before bankruptcy. Each Sponsor has asserted a claim of $7.5 million for unpaid fees that they contend were owing at the beginning of September 2017 and March 2018. Those claims are asserted against each of the Debtors.

With respect to the management fees paid under the Management Agreement, the Sponsors’ position is that the Debtors were not insolvent at the time of the payments, that the amount of time spent and services provided were reasonably equivalent value, that satisfaction of the obligation under the Management Agreement constituted reasonably equivalent value, and that the Sponsors were entitled to a defense of value given in good faith for the services provided. In addition, the Sponsors provided information about the number of people devoted to projects at the Debtors, the hours and value of that time, and the areas of focus and effort. For example, information provided by the Sponsors showed that 62 professionals from the Sponsors devoted time to the Debtors. In addition, Bain tracked the hours of its

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people, and tracked an imputed market hourly value for those hours based on Bain’s understanding of benchmarked consulting rates. Those Bain records totaled over 86,000 hours by its personnel over the ten years from 2008 through 2017, with an imputed value of approximately $94.7 million. (THL does not maintain such hourly records). The Sponsors also provided descriptions of the types of projects and services provided, including service as directors, overall business strategy, growth and innovation, retention and recruiting of executives, company organization, cost reductions and efficiency, IT initiatives, and capital structure and liquidity management. The Special Committee interviews of witnesses from the Companies and the Sponsors confirmed that very substantial services were provided at a high level of expertise.

With respect to the Sponsors’ participation in transactions with the Debtors in connection with their debt holdings, they did so proportionately to their holdings (i.e., pro rata with other holders of such debt and at the request of other creditors). The Sponsors received interest payments over time corresponding to the amounts provided for under the debt instruments, and pro rata with other comparable debt holders. The Sponsors received interest payments within the one year preference period before bankruptcy, in the ordinary course, along with other holders.

With respect to potential claims related to board service and fiduciary duties, the Special Committee investigation reviewed board materials, information provided to the board, the process for decision making, and the basis for the decisions made, and strategy pursued. This included interviews with personnel from the Debtors and the Sponsors that included discussion of the prospects for the businesses and the perceived ability to achieve the business turnaround outside of bankruptcy and the negotiation with creditors over the terms of a reorganization when it became necessary pursue an in-court restructuring.

In connection with any potential claims against the Sponsors asserted by the Debtors or third parties, the Sponsors have asserted indemnification rights against each Debtor under the Management Agreements and bylaws. The Sponsors have also asserted offsets of $15 million in management unpaid fees during 2017-18.

The Special Committee has also considered as part of its evaluation that litigation of the potential claims against the Sponsors would be very costly and time consuming, as well as involving substantial uncertainties and disruptions.

2. Entry into RSA and proposed Plan.

The Restructuring Support Agreement represents an extensively-negotiated, hard-fought agreement with holders of $12 billion of debt—a substantial majority of the capital structure—that provides substantial value to Debtors by avoiding litigation with the Senior Creditors, among others, avoiding a fight over collateral and use of cash collateral, providing a path to consensual (and thus more efficient) exit, ensuring cooperation from the Sponsors on taxes, which avoided a worthless stock deduction being taken by them (resulting in a change of ownership and potential limitations on tax attributes), and secures the support of the Senior Creditors to provide a material recovery to junior creditors. The parties that negotiated the Restructuring Support Agreement want a fresh start, free from any and all litigation once the plan goes effective. The releases implement that desire and are an essential part of the overall bargain.

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The Special Committee approved entry into the Restructuring Support Agreement and pursuit of the Plan set forth therein, even though its investigation had not been fully completed, because of the substantial benefits of the Restructuring Support Agreement and because the Restructuring Support Agreement grants the Debtors a “fiduciary out,” and that “out” is likewise incorporated into the Plan.⁴⁹ Thus, if information were to come to the Special Committee’s attention that rendered the releases unfair to the Debtors, the Special Committee could decide to terminate the Restructuring Support Agreement or modify the Plan to the extent necessary to comply with fiduciary obligations. Although the Special Committee’s advisors months ago collected and analyzed documents, interviewed witnesses from the Debtors and their equity holders, and analyzed the potential claims, the investigation was not finally concluded because the Special Committee wanted to have the benefit of the Committee’s views before reaching a final determination, and the Special Committee has been coordinating with the Committee to facilitate the completion of the Committee’s parallel investigation. Specifically, these efforts have included production of all non-privileged documents from the investigation, arranging for the Committee to interview senior management of the Debtors, and more than seven calls with Akin regarding diligence on the potential claims since the beginning of these Chapter 11 Cases. This approach is entirely appropriate to ensure that the Special Committee is satisfying its fiduciary obligations of informed decision making.

To date, nothing in the investigation has caused the Special Committee to believe that it should exercise the “fiduciary out” under the Restructuring Support Agreement or Plan, to terminate the Restructuring Support Agreement, or to seek to modify the releases contained in the Plan pursuant to the Restructuring Support Agreement.

ARTICLE VII.

MATERIAL DEVELOPMENTS AND

ANTICIPATED EVENTS OF THE CHAPTER 11 CASES

A. Expected Timetable of the Chapter 11 Cases

The Restructuring Support Agreement requires the Debtors to secure an order approving the Disclosure Statement by July 7, 2018 (within 70 days of filing such document), subject to two potential 20-day extensions under certain circumstances. As of the date hereof, the Debtors had not satisfied the Restructuring Support Agreement’s deadline for entry of an order approving the Disclosure Statement. Certain of the Consenting Stakeholders presently have the right to terminate the Restructuring Support Agreement, but the Restructuring Support Agreement has not been terminated. Further, the Restructuring Support Agreement requires the Debtors to secure confirmation of a chapter 11 plan within 75 days of the entry of an order approving this Disclosure Statement. Finally, the Restructuring Support Agreement provides for an outside date to emerge from chapter 11 of March 14, 2019 (one year following the Petition Date), provided that the parties to the Restructuring Support Agreement are required to negotiate in good faith for a reasonable extension of this outside date if they have otherwise complied with the terms of the Restructuring Support Agreement and all other events and actions necessary for the occurrence of the Effective Date have occurred other than the receipt of regulatory or other approval of a governmental unit necessary for the occurrence of the Effective Date. Thus, to ensure that the Debtors and their stakeholders will benefit from the Restructuring Support Agreement, the Debtors intend to move as quickly as practicable during the Chapter 11 Cases. Accordingly, should the Debtors’ projected timelines prove accurate, the Debtors could emerge from chapter 11 within twelve months after the Petition Date. No assurances can be made, however, that the Bankruptcy Court will enter various orders on the timetable anticipated by the Debtors or that certain conditions precedent to the Effective Date (including receipt of FCC Approval or any required private letter ruling from the Internal Revenue Service (the “IRS”)) will have occurred by the outside date under the Restructuring Support Agreement.

⁴⁹  Restructuring Support Agreement, §7.01 (“nothing in this Agreement shall require a Company Party or the board of directors … to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations ….”), § 12.01(c) (Restructuring Support Agreement can be terminated if “any Company Party determines … would be inconsistent with applicable Law or its fiduciary obligations”).

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B. Corporate Structure upon Emergence

Except as otherwise provided in the Plan (including, for the avoidance of doubt, the Restructuring Transactions), each Debtor shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state, provincial, or federal law).

As discussed further in Article IV.B.7 of this Disclosure Statement, on the Effective Date the CCOH Separation will occur pursuant to a Taxable Separation or a Tax-Free Separation. To effectuate the CCOH Separation, on the Effective Date, the Reorganized Debtors will distribute the CCOH Interests held by the Debtors to applicable Holders of Allowed Guarantor Unsecured Claims Against CCH.

To implement the restructuring contemplated by the Plan, the Debtors intend to take a number of steps after Confirmation of the Plan (but prior to emergence from chapter 11) to re-cast their corporate structure and put in place their new capital structure. These steps include:

• issuing the New Debt;

• executing and delivering the New ABL Credit Agreement, and issuing the New ABL Credit Agreement Indebtedness in connection therewith;

• ensuring all DIP Claims (other than Contingent DIP Obligations that continue Unimpaired) shall have become either Repaid DIP Claims or Converted DIP Claims;

• issuing the New iHeart Common Stock and, if necessary, the Special Warrants;

• securing the FCC Approval and any other authorizations, consents, regulatory approvals, rulings, or documents required to implement and effectuate the Plan;

• securing a private letter ruling from the IRS or an opinion of counsel or accounting firm chosen by the Debtors with respect to any and all matter(s) that the Debtors and Required Consenting Senior Creditors have reasonably determined that the receipt of a private letter ruling or an opinion of counsel or accounting firm is advisable with respect to the Restructuring Transactions;

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• entering into all documents necessary to effectuate the separation of CCOH from the Debtors; and

• effectuating the Preferred Stock Transactions (if the separation of CCOH from the Debtors is pursued as a Taxable Separation pursuant to Article IV.G of the Plan).

The Debtors anticipate that they will be able to execute all of the foregoing steps in a timely fashion on or prior to emergence from chapter 11.

C. First/Second Day Relief

On the Petition Date, along with their voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petitions”), the Debtors filed several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations, by, among other things, easing the strain on the Debtors’ relationships with employees, on-air talent, station affiliates, copyright owners, and customers following the commencement of the Chapter 11 Cases. A brief description of each of the First Day Motions and the evidence in support thereof is set forth in the Declaration of Brian Coleman, Senior Vice President and Treasurer of iHeartMedia, Inc., in Support of Chapter 11 Petitions and First Day Motions, filed on March 15, 2018 [Docket No. 25]. At a hearing on March 15, 2018, the Bankruptcy Court granted virtually all of the relief initially requested in the First Day Motions.

On April 12, 2018, the Debtors held their second day hearing before the Bankruptcy Court. At the second day hearing, the Bankruptcy Court granted certain of the first day relief on a final basis, including notification and hearing procedures for certain transfers of and declarations of worthlessness with respect to stock, authority to continue to pay employee wages and benefits, authority to pay certain prepetition obligations to on-air talent, station affiliates, and copyright owners, authority to continue the Debtors’ cash management system, and authority to use cash collateral [Docket No. 452] (the “Cash Collateral Order”).

On the Petition Date, the Debtors also filed a stipulation and proposed order seeking to grant adequate protection to Holders of Term Loan Credit Agreement Claims and PGN Claims in the form of adequate protection liens, adequate protection superpriority claims, and adequate protection payments [Docket No. 15] (the “Adequate Protection Stipulation”) as a condition for the use of the collateral of the Holders of Term Loan Credit Agreement Claims and PGN Claims and automatic stay of the exercise of their remedies. Prior to and following the appointment of the Committee on March 21, 2018, the parties engaged in extensive negotiations with respect to the terms of the Adequate Protection Stipulation. Among other things negotiated by the Debtors and the Committee was to provide for the reduction of principal amounts of the Term Loan Credit Agreement Claims and PGN Claims or the disgorgement of any professional fees paid as adequate protection under the Cash Collateral Order and Adequate Protection Stipulation to the extent such adequate protection payments are not allowed. The Adequate Protection Stipulation was approved by the Bankruptcy Court on May 22, 2018 [Docket No. 790], and enabled the Debtors to smoothly transition into chapter 11 without the need to litigate a costly dispute regarding the entitlement to adequate protection of Holders of Term Loan Credit Agreement Claims and PGN Claims. The Plan does not provide for the reduction of the Allowed Secured Term Loan Credit Agreement Claims or Allowed Secured PGN Claims on account of any adequate protection paid over the course of the Chapter 11 Cases or disgorgement of the adequate protection paid pursuant to the Adequate Protection Stipulation. Because the Plan Settlement (which allows significant value to flow to the Debtors’ junior creditors) includes the payment of the reasonable and documented fees, costs, and expenses of the Prepetition Agents and the Prepetition Secured Party Professionals, even if any such disgorgement were appropriate, such disgorgement would have no effect on the Debtors’ Estates if the Plan were consummated.

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The First Day Motions, the First Day Declaration, and all orders for relief granted in the Chapter 11 Cases, can be viewed free of charge at https://cases.primeclerk.com/iHeartMedia.

D. Other Procedural and Administrative Motions

The Debtors also filed several other motions subsequent to the Petition Date to further facilitate the smooth and efficient administration of the Chapter 11 Cases and reduce the administrative burdens associated therewith, including:

• Ordinary Course Professionals Motion. On March 22, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing the Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business [Docket No. 263] (the “OCP Motion”). The OCP Motion sought to establish procedures for the retention and compensation of certain professionals utilized by the Debtors in the ordinary course operation of their businesses. On April 12, 2018, the Bankruptcy Court entered an order granting the OCP Motion [Docket No. 447].

• Interim Compensation Motion. On March 22, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 261] (the “Interim Compensation Motion”). The Interim Compensation Motion sought to establish procedures for the allowance and payment of compensation and reimbursement of expenses for attorneys and other professionals whose retentions are approved by the Bankruptcy Court pursuant to sections 327 or 1103 of the Bankruptcy Code and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code. On April 12, 2018, the Bankruptcy Court entered an order granting the Interim Compensation Motion [Docket No. 442].

• Retention Applications. On March 22, 2018, the Debtors filed a number of applications seeking to retain certain professionals postpetition pursuant to sections 327 and 328 of the Bankruptcy Code, including Kirkland & Ellis LLP and Jackson Walker LLP as legal counsel, MTO as legal counsel at the direction of the disinterested directors of the Debtors, Moelis as investment banker and financial advisor, PWP as investment banker and financial advisor at the direction of the disinterested directors of the Debtors, A&M as restructuring advisor, Ernst & Young LLP as audit and tax services provider, and PricewaterhouseCoopers LLP as tax and accounting advisor, and on May 1, 2018, the Debtors filed an application to retain LionTree Advisors LLC (“LionTree”) as special financial advisor and investment banker (collectively, the “Retention Applications”). On April 12, 2018, the Bankruptcy Court approved each of the Retention Applications except Moelis, PWP, and LionTree, and on May 15, 2018, the Bankruptcy Court approved PWP’s Retention Application. On May 16, 2018, both the Committee and Term Loan/PGN Group objected to the retention of Moelis and LionTree, claiming that the potential fees for the financial advisors were unreasonably high and that the financial advisors generated fees for duplicative services. The Debtors believe the retention of both Moelis and LionTree is necessary for the administration and completion of the Chapter 11 Cases and the fee structures for both Moelis and LionTree are in alignment with fee structures for financial advisory services in comparable chapter 11 cases. On July 10, 2018, at a hearing in front of the Bankruptcy Court, the Debtors announced a settlement and compromise with the Committee that reduced and capped the fees for both Moelis and LionTree, resolving the Committee’s objection. On July 12, 2018, the Debtors announced a settlement and compromise with the Term Loan/PGN Group regarding the fees for Moelis and LionTree, resolving the objection of the Term Loan/PGN Group. On July 24, 2018, the

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Bankruptcy Court entered orders authorizing the retention of Moelis [Docket No. 1165] and LionTree [Docket No. 1166]. The foregoing professionals are, in part, responsible for the administration of the Chapter 11 Cases. The postpetition compensation of all of the Debtors’ professionals retained pursuant to sections 327 and 328 of the Bankruptcy Code is subject to the approval of the Bankruptcy Court.

• De Minimis Asset Transactions Motion. On May 9, 2018, the Debtors filed the Debtors’ Motion to Approve Procedures for De Minimis Asset Transactions [Docket No. 615] (the “De Minimis Asset Transactions Motion”), seeking authority to implement procedures to (a) (i) use, sell, or transfer certain assets or (ii) acquire certain assets in any individual transactions or a series of related transactions from a single buyer/seller or group of related buyers/sellers for which the aggregate sale price is equal to or less than $25 million (“De Minimis Asset Transactions”), or (b) abandon certain assets to the extent a sale thereof cannot be consummated at a value greater than the cost of liquidating such asset—without prior Bankruptcy Court approval. On May 29, 2018, as a result of discussions with various stakeholders, the Debtors filed a revised proposed order [Docket No. 852] that, among other things, narrowed the scope of the De Minimis Asset Transactions subject to the de minimis asset transactions procedures to those having an aggregate sale price equal to or less than $15 million. On June 21, 2018, the Bankruptcy Court entered the Order to Approve Procedures for De Minimis Asset Transactions [Docket No. 987], approving the procedures for and granting the Debtors authority to enter into De Minimis Asset Transactions [Docket No. 987].

E. Appointment of Official Committee

On March 21, 2018, the U.S. Trustee filed the Notice of Appointment of Committee of Unsecured Creditors [Docket No. 244], notifying parties in interest that the U.S. Trustee appointed the Committee in the Chapter 11 Cases. The Committee is currently composed of the following members: (a) Delaware Trust Company; (b) Wilmington Savings Fund Society, FSB; (c) The Nielsen Company (US), LLC; (d) SoundExchange, Inc.; (e) Warner Music Inc.; Spotify USA, Inc.; and (f) Univision Communications, Inc. The Committee filed retention applications seeking to engage Akin Gump Strauss Hauer & Feld LLP (“Akin”) as its legal counsel, FTI Consulting, Inc. (“FTI”) as its financial advisor, and Jefferies LLC (“Jefferies”) as its investment banker, which applications were approved on May 15, 2018 with respect to Akin [Docket No. 726] and FTI [Docket No. 727] and on May 30, 2018 with respect to Jefferies [Docket No. 864].⁵⁰

F. Motions to Assume or Reject Executory Contracts and Unexpired Leases

• Motion to Reject Silver Spring Lease. On March 22, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing Rejection of the Silver Spring Lease Agreement Nunc Pro Tunc to the Date Hereof [Docket No. 269] (the “Silver Spring Rejection Motion”). The Silver Spring Rejection Motion sought to authorize the Debtors to reject an unexpired lease between TTWN Media Networks, LLC and Silver SM Co. LLC because the Debtors had no need for the space and rejection of the lease would save the Debtors approximately $97,000 per month or approximately $2.32 million over the remaining term of the lease. On April 12, 2018, the Bankruptcy Court entered an order granting the Silver Spring Rejection Motion [Docket No. 450].

⁵⁰  The Term Loan / PGN Group objected to the retention of Jefferies. On May 30, 2018, the Committee announced a settlement with the Term Loan / PGN Group.

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• Motion to Assume Nielsen Agreements. On April 5, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing the Debtors to Assume the Nielsen Agreements [Docket No. 391] (the “Nielsen Motion”). The Nielsen Motion seeks to authorize the Debtors to assume certain executory contracts with Nielsen Company (US), LLC (“Nielsen”) that provide critical data and services necessary to the operation of the Debtors’ businesses including radio ratings and audience measurement data. On May 10, 2018, the Bankruptcy Court entered an order granting the Nielsen Motion [Docket No. 641].

G. Deferred Compensation Plan

The Plan contemplates that the Debtors’ non-qualified deferred compensation plan will be honored in accordance with its terms after the Effective Date. Approximately 170 individuals (nearly all current employees, including certain on-air talent) participate in the deferred compensation plan, none of whom are Insiders. Participants in the deferred compensation plan are owed an aggregate of approximately $12 million.

H. Schedules and Statements

On May 14, 2018, the Debtors filed their Schedules of Assets and Liabilities, Statements of Financial Affairs, and Rule 2015.3 Financial Report (the “Schedules and Statements”). On May 29, 2018, iHC filed amended Schedules of Assets and Liabilities. On August 31, 2018, certain Debtors filed amended Schedules and Statements.

On July 9, 2018, the Committee filed the Motion of the Official Committee of Unsecured Creditors to Compel Debtors to Comply with Bankruptcy Code Section 521, Bankruptcy Rules 1007 and 1009, and Bankruptcy Local Rules 1007-1 and 1009-1 [Docket No. 1086] (the “Schedules Motion”), seeking authority to require certain amendments to the Schedules and Statements. The Debtors responded by providing information to the Committee and its advisors that the Debtors believe satisfies the information requested pursuant to the Schedules Motion and the Debtors’ obligations under section 521 of the Bankruptcy Code. On August 6, 2018, the Debtors filed an objection [Docket No. 1232] to the Schedules Motion. The hearing on the Schedules Motion was initially set for August 2, 2018 and has been adjourned to August 29, 2018.

I. Establishment of a Claims Bar Date

On April 20, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order (I) Setting Bar Dates for Filing Proofs of Claim, Including Requests for Payment Under Section 503(b)(9), (II) Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim, Including Section 503(b)(9) Requests, and (IV) Approving Notice of Bar Dates [Docket No. 529] (the “Bar Date Motion”). On May 17, 2018, the Bankruptcy Court entered an order [Docket No. 743] (the “Bar Date Order”) granting the Bar Date Motion and establishing June 29, 2018 as the general claims bar date and September 11, 2018 as the governmental claims bar date. On or before May 21, 2018, the Debtors served notice of the bar dates in accordance with the Bar Date Order. Further, the Debtors published notice of the bar dates in accordance with the Bar Date Order. Pursuant to the Bar Date Order, any party required, but who fails, to file a proof of claim in accordance with the Bar Date Order on or before the applicable bar date shall be forever barred, estopped, and enjoined from asserting such claim against the Debtors, and the Debtors and their property shall be forever discharged from any indebtedness or liability with respect to or arising from such claim. Such party will be prohibited from voting to accept or reject the Plan or any chapter 11 plan filed in the Chapter 11 Cases, participating in any distribution in the Chapter 11 Cases on account of such claim, or receiving further notices regarding such claim.

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Pursuant to the Stipulation and Order Extending the Non-Governmental Bar Date Solely with Respect to Clear Channel Outdoor Holdings, Inc. and its Subsidiaries [Docket No. 1040] (the “CCOH Bar Date Stipulation”) entered on July 2, 2018, the Debtors agreed to extend the claims bar date with respect to CCOH and certain of its subsidiaries (the “CCOH Bar Date”) through and including July 19, 2018. On July 18, 2018, as permitted pursuant to the CCOH Bar Date Stipulation, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1143] extending the CCOH Bar Date through and including July 27, 2018. On July 26, 2018, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1181] extending the CCOH Bar Date through and including August 10, 2018. On August 9, 2018, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1244] extending the CCOH Bar Date through and including August 14, 2018. On August 14, 2018, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1258] further extending the CCOH Bar Date through and including August 22, 2018. On August 21, 2018, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1291] further extending the CCOH Bar Date through and including August 27, 2018. On August 27, 2018, the Debtors filed a notice with the Bankruptcy Court [Docket No. 1343] further extending the CCOH Bar Date through and including September 5, 2018. The Debtors reserve the right to further extend the CCOH Bar Date, as permitted pursuant to the CCOH Bar Date Stipulation.

J. Plan Exclusivity.

The initial period during which the Debtors had the exclusive right to file a chapter 11 plan expired on July 12, 2018 (the “Initial Exclusivity Deadline”). On June 17, 2018, the Debtors filed a motion seeking an extension of the Initial Exclusivity Deadline by approximately 180 days, through and including January 8, 2019, as well as a corresponding extension of the time in which the Debtors had to exclusive authority to solicit votes thereon through and including March 9, 2019 (the “Exclusivity Extension Motion”) [Docket No. 953]. On July 9, 2018, as a result of discussions with various stakeholders, the Debtors filed a revised proposed order that provided for an extension of the Initial Exclusivity Deadline, as well as a corresponding extension of the exclusive solicitation period, each by approximately 135 days (the “Amended Exclusivity Order”) [Docket No. 1083]. On July 10, 2018, the Bankruptcy Court entered the Amended Exclusivity Order, extending the Initial Exclusivity Deadline by approximately 135 days, through and including November 24, 2018, as well as extending the time during which the Debtors had the exclusive authority to solicit votes thereon, through and including January 23, 2019 (the “Exclusivity Extension Order”) [Docket No. 1098]. The Debtors reserve the right to seek further extensions of the plan filing and solicitation exclusivity deadlines pursuant to section 1121 of the Bankruptcy Code.

K. Litigation Matters

In the ordinary course of business, the Debtors are parties to certain lawsuits, legal proceedings, collection proceedings, and claims arising out of their business operations. The Debtors cannot predict with certainty the outcome of these lawsuits, legal proceedings, and claims.

With certain exceptions, the filing of the Chapter 11 Cases operates as a stay with respect to the commencement or continuation of litigation against the Debtors that was or could have been commenced before the commencement of the Chapter 11 Cases. In addition, the Debtors’ liability with respect to litigation stayed by the commencement of the Chapter 11 Cases generally is subject to discharge, settlement, and release upon confirmation of a plan under chapter 11, with certain exceptions. Therefore, certain litigation Claims against the Debtors may be subject to discharge in connection with the Chapter 11 Cases.

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L. Legacy Notes’ Adversary Proceeding

On March 21, 2018, the Legacy Notes Trustee filed an adversary proceeding, captioned as Case No. 18-03052 (MI), in the Debtors’ Chapter 11 Cases. The Legacy Notes Trustee’s complaint alleges that iHC and certain of its direct and indirect Debtor subsidiaries violated a negative covenant in the Legacy Notes Indenture. The complaint brings four counts: (1) unjust enrichment—against certain specified Debtor subsidiaries; (2) tortious interference with contract—against certain specified Debtor subsidiaries; (3) equitable lien—against iHC and certain specified Debtor subsidiaries; and (4) constructive trust—against iHC and certain specified Debtor subsidiaries. A copy of the Legacy Notes Trustee’s complaint was filed at docket number 242 in the Debtors’ Chapter 11 Cases, which can be reviewed free of charge to the extent additional information regarding the Legacy Notes’ adversary proceeding is desired.

On March 26, 2018, Delaware Trust Company, solely in its capacity as successor 2021 Notes Trustee, filed a motion to intervene as an intervening plaintiff in the Legacy Notes Trustee’s adversary proceeding, asserting the same position it did in the New York State court proceeding prior to the Petition Date. On April 5, 2018, the Committee filed a motion to intervene in the Legacy Notes Trustee’s adversary proceeding. Also on April 5, 2018, certain members of the Term Loan/PGN Group (the “Intervening Senior Creditors”) filed a motion to intervene in the Legacy Notes Trustee’s adversary proceeding. The Court granted all three requests to intervene on April 12, 2018.

The Debtor defendants in the Legacy Notes Trustee’s adversary proceeding filed a motion to dismiss on April 6, 2018. The Intervening Senior Creditors also filed a motion to dismiss on April 6, 2018. Pursuant to a stipulation entered into between the Debtors and Delaware Trust Company, as successor 2021 Notes Trustee, and the Legacy Notes Trustee, Delaware Trust Company agreed that if the Bankruptcy Court grants the Debtors’ motion to dismiss, thereby dismissing claims by the Legacy Notes Trustee, it too shall be bound by such dismissal, subject to certain conditions. A hearing on the motions to dismiss was held on May 7, 2018.⁵¹

On June 11, 2018, the Debtor defendants filed answers against the complaint filed by the Legacy Notes Trustee and the complaint filed by the 2021 Notes Trustee. Both answers asserted certain affirmative defenses and counterclaims. The same day, (a) certain of the Intervening Senior Creditors (the “Withdrawing Senior Creditors”) filed a motion to withdraw from the adversary proceeding, and (b) the Intervening Senior Creditors, except for the Withdrawing Senior Creditors, filed answers to both such complaints, which answers also asserted various affirmative defenses and counterclaims. On June 12, 2018, the Committee filed a reservation of rights preserving its rights as an intervening party in the adversary proceeding and ability to raise various objections and defenses at a later date. On July 2, 2018, the Legacy Notes Trustee filed an objection to the motion to withdraw, and on July 9, 2018, the Withdrawing Senior Creditors filed a reply in support of the motion to withdraw. At a hearing on July 10, 2018, the Bankruptcy Court granted the motion to withdraw and ordered the parties to enter into a stipulation and agreed order memorializing the bench ruling, which the parties filed on July 23, 2018. On July 24, 2018, the Bankruptcy Court approved the stipulation and agreed order, (a) authorizing the dismissal of the Withdrawing Senior Creditors from the adversary proceeding, (b) binding the Withdrawing Senior Creditors to any judgment entered in the adversary proceeding, (c) deeming the Withdrawing Senior Creditors to remain parties to the adversary proceeding for purposes of discovery, and (d) reserving the Withdrawing Senior Creditors’ available discovery objections, other than any objection based on their withdrawal from the adversary proceeding.

⁵¹  The Legacy Notes Trustee, the Debtors, and the PGN Trustees entered into a stipulation that extended the time for the PGN Trustees to seek to intervene in the Legacy Notes Trustee’s adversary proceeding until fourteen days after the Bankruptcy Court rules on the motions to dismiss.

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The parties are actively engaged in discovery. On April 23, 2018, the parties served discovery requests and interrogatories, and on May 1, 2018, the parties served initial deposition notices. On May 8, 2018, the parties began the rolling production of documents. The parties submitted an agreed scheduling order to the Bankruptcy Court on June 25, 2018, which the Bankruptcy Court entered on August 2, 2018. Pursuant to the scheduling order, oral argument on the parties’ pre-trial briefs will be held on October 18, 2018, with trial commencing on October 24, 2018.

The Debtors believe that the relief requested by the Legacy Notes Trustee in the adversary proceeding (and any purported claims asserted by any holders of Legacy Notes Claims that, if Allowed, would constitute Section 510(b) Claims) is without basis and that such requested relief will be denied in full. However, litigation is inherently uncertain—there can be no assurances that the Bankruptcy Court will deny all of the Legacy Notes Trustee’s requested relief or disallow any purported Section 510(b) Claims asserted by holders of Legacy Notes Claims. Such relief or allowance, if obtained, could potentially form a basis for the Bankruptcy Court to decline to confirm the Debtors’ Plan. It could also result in the Debtors determining to modify the Plan, and the Debtors reserve all rights to do so, and all parties’ rights with respect to any such modification are reserved.

The Legacy Notes Trustee believes that the structure and substance of the Plan assumes that the Legacy Notes Trustee will not prevail in its adversary proceeding. The trial on that adversary proceeding is scheduled for October 24, 2018. If, following the trial, the Court rules in favor of the Legacy Notes Trustee on any of its four counts, the Legacy Notes Trustee believes that the Plan would not be confirmable. The Legacy Notes Trustee believes that under such circumstances, to be confirmable, the Plan would have to be amended in several ways that would give rise to termination events under the Restructuring Support Agreement. It is unknown at this time whether any such amended Plan would be supported by the parties to the existing Restructuring Support Agreement.

M. The Debtors’ DIP Financing

Following a robust marketing process conducted by Moelis, which began prior to the Petition Date, and extensive arm’s-length negotiations, the Debtors successfully negotiated a debtor-in-possession senior secured asset-based revolving credit facility (the “DIP Facility”) in an aggregate principal amount not to exceed $450 million (plus any available incremental amount up to an additional $100 million), including a sublimit for letters of credit of $175 million and a sublimit for swing line loans of $50 million. On May 17, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order (I) Authorizing Debtors to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363(b), 364(c)(1), 364(d)(1) and 364(e), (II) Granting Adequate Protection to Prepetition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507(b) and (III) Authorizing Debtors to Obtain Exit Financing [Docket No. 745] (the “DIP Motion”).

On June 7, 2018, the Bankruptcy Court entered an order [Docket No. 918] (the “DIP Order”) granting the DIP Motion. Pursuant to the DIP Order, the Debtors were authorized, among other things, to: (i) enter into the DIP Facility; (ii) utilize a portion of the proceeds of the DIP Facility to repay, in full, the loans and other obligations outstanding under the ABL Credit Agreement; (iii) continue using cash collateral; and (iv) convert the DIP Facility into a post-emergence exit financing facility upon the meeting of certain conditions precedent. In connection with the repayment of the ABL Credit Agreement, the Debtors, the Committee, and the agent (the “ABL Agent”) and lenders under the ABL Credit Agreement entered into a stipulation and agreed order, which was approved by the Bankruptcy Court on June 7, 2018 [Docket No. 916] (the “ABL Payoff Stipulation”), pursuant to which the parties agreed, among other things, that certain disputed obligations outstanding under the ABL Credit Agreement, including approximately (i) $5.5 million on account of a prepayment premium, (ii) $1.7 million in postpetition interest at the rate applicable to base rate loans, and (iii) $1.9 million of postpetition interest at the default rate (collectively, the “Disputed ABL Obligations”) would be included in the funds remitted to the ABL Agent

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contemporaneously with the funding of the DIP Facility and repayment of the ABL Credit Agreement. Further, however, the ABL Payoff Stipulation requires the ABL Agent to disgorge any portion of the funds received on behalf of the Disputed ABL Obligations following a final order resolving any litigation or approving any settlement tied to the Disputed ABL Obligations. Finally, the ABL Payoff Stipulation provides that the challenge period with respect to the Disputed ABL Obligations would be tolled until July 9, 2018, or, if the Committee files a claim objection with respect to the Disputed ABL Obligations, tolled until a final nonappealable order on the objection is entered. On July 6, 2018, the Committee filed the Objection of the Official Committee of Unsecured Creditors to the ABL Disputed Amounts [Docket No. 1056] (the “Disputed ABL Claims Objection”). Pursuant to the Disputed ABL Claims Objection, the Committee seeks disallowance and disgorgement of the Disputed ABL Obligations that were remitted to the ABL Agent contemporaneously with the funding of the DIP Facility and repayment of the ABL Credit Agreement. On June 22, 2014, the Committee and the ABL Agent agreed to a discovery and litigation schedule [Docket No. 994] with respect to the Disputed ABL Obligations, which is currently ongoing. The Disputed ABL Claims Objection previously set for hearing on September 6, 2018 was adjourned. A new date has not yet been set.

If the Bankruptcy Court sustains the Disputed ABL Claims Objection and the order becomes final, then the ABL Agent asserts (on behalf of the lenders party to the ABL Credit Agreement) that it will be required to disgorge and return to the Debtors’ Estates some or all of the Disputed ABL Obligations, which amounts will be subject to the liens granted to the DIP Agent under the DIP Order and the liens securing the Term Loan Credit Agreement Claims and PGN Claims pursuant to their various debt documents. Additionally, the ABL Agent is party to an Amended and Restated ABL Intercreditor Agreement, dated as of July 30, 2008, as Amended and Restated as of February 23, 2011 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time and with all supplements, joinders, and exhibits thereto, the “Intercreditor Agreement”), by and among the ABL Agent (as successor to Citibank, N.A.), Citibank N.A., as administrative agent for the cash flow credit facility lenders, Deutsche Bank Trust Company Americas as collateral agent for the benefit of the trustees, and each other additional junior priority representative party thereto (collectively, the “Junior Secured Lenders”). Pursuant to section 510(a) of the Bankruptcy Code, a subordination agreement, such as the Intercreditor Agreement, is enforceable in a bankruptcy case to the same extent that such agreement is enforceable under applicable non-bankruptcy law. Thus, if the ABL Secured Parties are required to disgorge some or all of the Disputed ABL Obligations for any reason, then, pursuant to the terms of the Intercreditor Agreement, the ABL Agent asserts that the obligations owing to the ABL Agent and lenders party to the ABL Credit Agreement previously satisfied by the earlier payment of the Disputed ABL Obligations would be reinstated and, pursuant to the terms of the Intercreditor Agreement, any amounts distributable to the Junior Secured Lenders by the Debtors’ Estates under the Plan must be turned over to the ABL Agent (and/or its designees), for the benefit of the lenders party to the ABL Credit Agreement, until the obligations owing to the ABL Agent and lenders under the ABL Credit Agreement have been Paid in Full (as such term is defined in the Intercreditor Agreement). The Senior Creditors disputed the ABL Agent’s position.

N. 2018 Incentive Programs

On May 8, 2018 the Debtors filed the Debtors’ Motion for Entry of an Order Authorizing and Approving the Debtors’ 2018 Incentive Plans (the “Incentive Plan Motion”) [Docket No. 606], seeking approval of: (a) the 2018 Incentive Plan for Insiders (the “IPI”), which includes eleven of the Debtors’ senior executives; and (b) the 2018 Incentive Plan for Non-Insiders (the “IPN,” and together with the IPI, the “Incentive Plans”), which includes approximately 714 non-insider employees. Following negotiations with the Committee and the Term Loan / PGN Group, the Debtors agreed to a number of modifications to the Incentive Plans, including, among other things, increasing OIBDAN performance targets, implementing caps on the amount of bonuses that can be paid out if the Debtors exceed target performance in Q2 and Q3

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of 2018, and providing the Committee with consent rights over certain future modifications to the Incentive Plans. Following the Emergency Motion of the United States Trustee to Reschedule Hearing on Motion to Approve Debtors’ 2018 Incentive Plans and to Enlarge Deadlines to File Responses [Docket No. 823], the Debtors agreed to: (a) move the hearing on the IPN to June 7, 2018; (b) move the hearing on the IPI to June 19, 2018; and (c) file a supplemental Incentive Plans motion, which included unsealed Performance Metrics. On June 7, 2018, the IPN was approved, subject to the terms of an amended order [Docket No. 917], and on June 19, 2018, the IPI was approved, subject to the terms of an amended order [Docket No. 971].

O. The Committee’s Standing Motion

On July 9, 2018, the Committee filed a motion and accompanying twelve-count adversary complaint [Docket No. 1089] (the “Committee Standing Motion”), seeking standing to commence, prosecute, and/or settle certain causes of action on behalf of the Debtors’ Estates against the agents and trustees under the Term Loan Credit Agreement and PGNs and other related parties alleging, among other things, (a) constructive fraudulent conveyance with respect to prepetition obligations incurred and security interests granted by certain of the Debtors under the Term Loan Credit Agreement and PGNs, (b) declaratory judgment that liens granted by certain of the Debtors under the Term Loan Credit Agreement and PGNs are not valid or perfected, and (c) avoidance of such prepetition obligations incurred and security interests granted by certain of the Debtors under the Term Loan Credit Agreement and PGNs (collectively, the “Disputed Committee Claims”). On July 10, 2018, the Committee filed an amended motion and accompanying twelve-count adversary complaint [Docket No. 1095] (the “Amended Committee Standing Motion”). Further, on July 10, 2018, the Legacy Notes Trustee filed a joinder to the Amended Committee Standing Motion [Docket No. 1104] (the “Joinder”).

On August 6, 2018, the Debtors filed an objection [Docket No. 1231] (the “Debtors’ Standing Objection”) to the Amended Committee Standing Motion and related Joinder. On August 8, 2018, the Committee filed under seal the Statement of the Official Committee of Unsecured Creditors in Connection with Status Conference on the Standing Motion (the “Committee Statement”) [Docket No. 1235]. At a hearing on August 8, 2018, the Bankruptcy Court entered the Order Abating Standing Motion [Docket No. 1236], (a) abating the Amended Committee Standing Motion, along with all joinders and responses to the same, and (b) setting forth that the Order Abating Standing Motion may be terminated on motion, for good cause shown.

As set forth in the Debtors’ Standing Objection, the Debtors and their advisors investigated the Disputed Committee Claims and successfully negotiated with the Consenting Stakeholders a resolution that the Debtors believe provides the economic value of the Disputed Committee Claims to Holders of Allowed General Unsecured Claims assuming the Committee were successful in prosecuting the Disputed Committee Claims. The Debtors’ Standing Objection also explains why the recoveries to Senior Creditors under the Plan, after making adjustments for the Disputed Committee Claims, remain substantially unchanged. The Debtors believe that the projected recoveries provided to Holders of Allowed General Unsecured Creditors pursuant to the Plan are in excess of their potential recoveries if the Amended Committee Standing Motion and related litigation are successful. Subject to Confirmation of the Plan and occurrence of the Effective Date, the relief requested by the Amended Committee Standing Motion would be moot.

The Committee disputes that the amendments to the Old Plan adequately address the Amended Committee Standing Motion because such amendments do not properly implement the remedial scheme that would flow to unsecured creditors upon successful prosecution of the Disputed Committee Claims and instead provide greater recoveries to those creditors whose Claims and Liens would be avoided as a result of the Disputed Committee Claims than similarly situated unsecured creditors, resulting in disparate

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treatment. The Committee Statement sets forth the Committee’s view that the Debtors significantly understate the economic benefits attributable to the Disputed Committee Claims and fail to give credence to how a successful prosecution of such claims would impact the recoveries under either the Plan or a non-Plan scenario. Further, the Committee Statement asserts that, in light of the Disputed Committee Claims, the Plan unfairly discriminates between similarly situated creditors. The Debtors disagree with these assertions.

P. Background Regarding CCOH and the CCOH Separation

1. Background

In August of 1995, CCOH was incorporated under the name “Eller Media Company.” In 1997, CCOH’s parent company, Clear Channel Communications, Inc. (“Clear Channel Communications”) (now iHC) entered the outdoor advertising industry with its acquisition of Eller Media Company, and in August of 2005, Eller Media Company changed its name to CCOH.

Historically, CCOH has provided iHeart and its subsidiaries, including radio stations owned by iHM, with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes and spectaculars, which CCOH owns or operates in key markets worldwide.

On November 11, 2005, CCOH became a publicly traded company through an initial public offering, or “IPO”, in which CCOH sold 10 percent of its Class A common stock. Prior to the IPO, CCOH was an indirect wholly-owned subsidiary of iHC.

As of December 31, 2017, iHC, through its subsidiaries, owned outstanding shares of CCOH’s Class A and Class B common stock, collectively representing approximately 89.5 percent of CCOH’s outstanding shares of common stock and approximately 99 percent of the total voting power of CCOH’s common stock.

(a) The Intercompany Agreements⁵²

Around the time of the IPO and in connection therewith, Outdoor entered into various agreements with the Debtors that serve to govern the relationship between the Debtors and CCOH and provide for, among other things, the provision of services by the Debtors to CCOH and the allocation of employee benefit, tax, and other liabilities and obligations attributable to CCOH’s operations. These agreements were made in the context of a parent-subsidiary relationship and include a master agreement, a corporate services agreement, an employee matters agreement, a tax matters agreement, a trademark licensing agreement, and an “EBIT” agreement (collectively, the “Intercompany Agreements”).

The Master Agreement: Importantly, iHC and CCOH entered into that certain agreement, dated November 16, 2005, entitled the Master Agreement (the “Master Agreement”), which provides the foundation for the ongoing relationship between the Debtors and CCOH after CCOH became a public company (including the separation and transfer of assets and liabilities between the Debtors and CCOH at the time of entry into the Master Agreement). Pursuant to the terms of the Master Agreement, the Debtors and CCOH cannot terminate the agreement; however, the agreement contemplates that there could be an efficient separation of the iHeart and CCOH businesses. Specifically, the Master Agreement references a trigger date (i.e., the date iHC owns shares of CCOH common stock representing less than 50% of the total voting power of CCOH’s common stock) (the “Separation Trigger Date”), and the occurrence of the Separation Trigger Date would affect certain aspects of the Master Agreement.

⁵²  All descriptions of the Intercompany Agreements outlined herein are qualified in their entirety by reference to the executed definitive documentation.

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The Corporate Services Agreement. iHeartMedia Management Services, Inc. and CCOH entered into that certain agreement, dated November 16, 2005, entitled the Corporate Services Agreement (the “Corporate Services Agreement”), which provides the foundation for corporate administrative and shared support services. Pursuant to the Corporate Services Agreement, the Debtors provide, among other things, investment, legal, treasury, payroll, and other financial-related services, as well as human resources and employee benefits-related services. The Corporate Services Agreement contemplates both a consensual separation with a separation period for certain transition services and a full termination by mutual agreement or, after the Separation Trigger Date, upon six months’ written notice.

The Employee Matters Agreement. In regards to various intercompany employee-related matters, iHC and CCOH entered into that certain agreement entitled the Employee Matters Agreement, dated November 10, 2005 (the “Employee Matters Agreement”). The Employee Matters Agreement outlines certain compensation and employee benefit matters between the Debtors and CCOH. Under the Employee Matters Agreement, upon at least 90 days’ notice, CCOH may withdraw from participation in any plan outlined in the Employee Matters Agreement, and iHC may withdraw as a participating employer in such plans.

The Tax Matters Agreement. iHC and CCOH also entered into that certain agreement entitled the Tax Matters Agreement, dated November 10, 2005 (the “Tax Matters Agreement”), which provides a foundation for the coordination of a consolidated tax group, tax filings, tax returns, and usage of tax attributes between the Debtors and CCOH, and allocates the responsibility for the payment of taxes resulting from filing tax returns on a combined, consolidated, or unitary basis.

The License Agreement. Additionally, iHM Identity, Inc. and Outdoor Management entered into that certain agreement entitled the Amended and Restated License Agreement, dated November 10, 2005 (together with the First Amendment to the Amended and Restated License Agreement dated January 1, 2011, the “License Agreement”), which provides a foundation for CCOH’s entitlement to use (in exchange for a contractually negotiated fee), on a nonexclusive basis, the “Clear Channel” trademark and the “Clear Channel Outdoor” trademark logo with respect to day-to-day operations of the Debtors’ business worldwide and on the internet, and certain other Clear Channel marks in connection with the Debtors’ business.

The EBIT Agreement. Lastly, iHC and CCOH entered into that certain agreement, dated November 10, 2005, entitled the EBIT Program Agreement (together with the amendment to the EBIT Program Agreement dated September 18, 2012, the “EBIT Agreement”) which provides a foundation for CCOH to have the option to allow the Debtors to use, without charge, any domestic product that CCOH staff believes would otherwise be unsold to promote the Debtors’ radio and television products. Additionally, the Debtors agreed, among other things, to (i) spend at least $2.0 million in cash sales on CCOH inventory each calendar year, (ii) provide revenue management services to CCOH on an industry-exclusive basis, (iii) provide promotion consideration to CCOH annually at the iHeartRadio Music Festival and the Cannes Lions International Festival of Creativity, and (iv) use commercially reasonable efforts to obtain $3.0 million annually in advertising business for the benefit of CCOH to remain eligible for continued participation in the EBIT program. Pursuant to the terms of the EBIT Agreement, the agreement shall terminate automatically on the Separation Trigger Date.

These Intercompany Agreements provide the basis and foundation for the interconnectedness of the Debtors’ and CCOH’s business enterprises. Separating, amending, and terminating these agreements and addressing the business needs thereunder has been a focal point of the CCOH Separation discussions.

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(b) Other Intercompany Arrangements

After the IPO, the Debtors and CCOH continued to develop a course of dealing to ensure that the entities were appropriately coordinated and remained harmonious with respect to future operations. In furtherance thereof, it was critical to ensure that each entity’s cash management system was appropriately synchronized. As a part of the Debtors’ ordinary course cash management system, there are two unsecured revolving cash management notes, including the Intercompany Revolving Promissory Note, under which amounts are owed by iHC to CCOH, and another note under which amounts are owed by CCOH to iHC. Historically, transfers of value between the Debtors and CCOH were evidenced by a corresponding increase or decrease in the balance of the Intercompany Revolving Promissory Note. As further detailed, pursuant to the Corporate Services Agreement, substantially all of the excess cash generated from CCOH’s domestic operations was (prepetition) swept into the Debtors’ cash management system on a daily basis after CCOH paid its accounts payable (including servicing debt) and payroll, thereby increasing the balance of the Intercompany Revolving Promissory Note. At any given point in time, only one note carries a balance and, as of the Petition Date, the balance of the Intercompany Revolving Promissory Note totaled $1,032 million.⁵³

As of the Petition Date, the balance of the Intercompany Revolving Promissory Note was frozen, and following the Petition Date, the Debtors and CCOH agreed that allocations resulting in Intercompany Claims running in favor of the Debtors or in favor of CCOH that would have been reflected in adjustments to the balance of the Intercompany Revolving Promissory Note will instead be reflected as an intercompany balance that shall accrue interest at a rate equal to the interest under the Intercompany Revolving Promissory Note. In the Financial Projections attached hereto as Exhibit F, the Debtors project that as of the emergence date set forth in the Financial Projections, the projected postpetition balance of the Intercompany Revolving Promissory Note will be approximately $32 million owed by CCOH to iHC. The specifics of the repayment of such projected postpetition balance owed by CCOH to iHC are being negotiated as part of the CCOH Separation. It is not contemplated that the postpetition amounts owed by CCOH to iHC would be offset against the prepetition amounts owed by iHC to CCOH.

Additionally, iHM and CCOH entered into that certain letter agreement dated as of February 9, 2017 (the “Letter Agreement”) on behalf of themselves and their respective subsidiaries to outline certain terms, conditions, and agreements because the entities were considering at the time, among other things, an out-of-court separation and spin-off whereby the business (and related assets) of CCOH and any of its subsidiaries would be separated from the business (and related assets) of iHM and any of its subsidiaries (other than CCOH and any of its subsidiaries).

Pursuant to the Letter Agreement, iHM agreed, among other things, that immediately following the particular out-of-court separation and exchange transactions outlined in the Letter Agreement (i.e., whereby iHC distributes all of the equity of CCOH it holds directly or indirectly to CC Outdoor Holdings, Inc., and following a global exchange offer to iHM, as its sole stockholder, iHC would commence an exchange offer to certain of its lenders, the business and assets of CCOH would be separated from iHM and its subsidiaries, and ultimately the equity in CCOH would be further distributed by iHM to its stockholders), CCOH would retain (and iHM would cause CCOH to retain) unrestricted cash available for working capital purposes in an amount not less than $160,000,000, exclusive of any amounts reimbursed by iHM to CCOH on account of certain fees and expenses of CCOH’s independent counsel and/or independent financial advisors. The Letter Agreement also provided that the required minimum amount of unrestricted cash available for working capital purposes could be greater than $160,000,000, in the event a higher amount is approved by a majority of the independent directors of CCOH.

⁵³  The prepetition balance under the Intercompany Revolving Promissory Note was calculated based on an accounting of various intercompany transactions, including, among other things, (a) the daily sweep of cash to and from CCOH, (b) the corporate services provided to CCOH under the Corporate Services Agreement, (c) various payments on behalf of CCOH by iHM, (d) license fees for the use of the Clear Channel name, and (e) interest.

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Lastly, on February 9, 2017, iHM and CCOH, on behalf of themselves and their respective subsidiaries, also entered into a Binding Option and Letter of Intent (the “Letter of Intent”), related to the potential sale of certain intellectual property owned by iHM or its affiliates to CCOH. The Letter of Intent granted CCOH a binding option (the “Option”) to purchase the registered trademarks and domain names owned by iHM and its subsidiaries that incorporate one or more of the words “Clear” and/or “Channel,” and any translations or derivations of any of the foregoing, together with any goodwill associated therewith (the “CCOH IP” and such purchase, the “CCOH IP Purchase”).

The exercise price of the Option will be a purchase price equal to the fair market value of the CCOH IP, as determined by an independent appraisal or investment banking firm or consultant mutually agreed and selected by iHM and CCOH. Notwithstanding the foregoing, the Letter of Intent provided that CCOH would pay the royalty fee due to iHM Identity, Inc. in respect of the year ended December 31, 2017 pursuant to the License Agreement. From the date of the Letter of Intent until the closing of the CCOH IP Purchase, iHM agreed to certain covenants related to the CCOH IP, including using commercially reasonable efforts to preserve the CCOH IP.

These additional intercompany arrangements supplement the interconnectedness of the Debtors’ and CCOH’s business enterprises.

The Committee believes that CCOH and its subsidiaries under the Intercompany Agreements have not satisfied their obligations under certain of those agreements and thus, the Debtors may have claims against CCOH and its subsidiaries. As a result, the Committee believes that the prepetition balance under the Intercompany Revolving Promissory Note may be inflated materially. The Committee has reserved its rights to object on any basis to the allowance of the CCOH Due From Claims and all other issues relating to CCOH.

(c) Material Shareholder Litigation involving both Entities

(1) 2012 Derivative Lawsuits

In March of 2012, two derivative lawsuits were filed in the Delaware Court of Chancery by stockholders of CCOH. The consolidated lawsuits were captioned In re Clear Channel Outdoor Holdings, Inc. Derivative Litigation, Consolidated Case No. 7315-CS. The complaints named as defendants Clear Channel Communications (now iHC), certain of Clear Channel Communications’ and CCOH’s current and former directors, Bain and THL. CCOH was also named as a nominal defendant.

The complaints alleged, among other things, that in December 2009, the defendants breached fiduciary duties owed to CCOH and its stockholders by allegedly requiring CCOH to agree to amend the terms of the Intercompany Revolving Promissory Note to extend the maturity date of, and to amend the interest rate payable on, the Intercompany Revolving Promissory Note.

According to the complaints, the terms of the amended Intercompany Revolving Promissory Note were unfair to CCOH because, among other things, the interest rate was below market, and Clear Channel Communications was unjustly enriched as a result of that transaction. Further, the complaints also alleged that the director defendants breached fiduciary duties owed to CCOH in connection with the transaction and that the transaction constituted corporate waste.

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In response to these lawsuits, the board of directors of CCOH created a Special Litigation Committee of independent directors (the “SLC”) to investigate. On July 8, 2013, the SLC, plaintiffs, and defendants settled the dispute. Defendants agreed to settle (the “Settlement”) in order to avoid the costs, disruption, and distraction of further litigation, and without admitting the validity of any allegations made in the complaints. CCOH filed the stipulation of settlement with the SEC as an exhibit to its Form 8-K filed on July 9, 2013. On September 9, 2013, the Delaware Court of Chancery approved the settlement and, on October 9, 2013, the time to appeal expired.

On October 23, 2013, CCOH and Clear Channel Communications amended the Intercompany Revolving Promissory Note in accordance with the terms of the Settlement and CCOH filed a copy of the amendment to the Intercompany Revolving Promissory Note as an exhibit to its Form 8-K.

On November 8, 2013, in accordance with the terms of the Settlement, CCOH demanded repayment of $200 million outstanding under the Intercompany Revolving Promissory Note and simultaneously paid a dividend of $200 million. The repayment and dividend reduced the amount of the Intercompany Revolving Promissory Note asset that was available to CCOH as a source of liquidity by $200 million. Additionally, pursuant to the terms of the Settlement, CCOH’s board of directors established a committee (the “Intercompany Note Committee”) comprised of independent directors (with their own independent advisors) for the specific purpose of monitoring the Intercompany Revolving Promissory Note and the Intercompany Note Committee was granted non-exclusive authority to demand repayment under the Intercompany Revolving Promissory Note under certain specified circumstances.

(2) GAMCO Litigation

On May 9, 2016, a stockholder of CCOH, GAMCO Asset Management, Inc. (“GAMCO”), filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management Inc. v. iHeartMedia Inc. et al., C.A. No. 12312-VCS. GAMCO’s complaint named as defendants iHC, iHM, Bain, THL, and the members of CCOH’s board of directors. CCOH was also named as a nominal defendant.

The complaint alleged that CCOH had been harmed by intercompany agreements between iHC and CCOH, CCOH’s lack of autonomy over its own cash, and the actions of the defendants in allegedly serving the interests of iHM, iHC, Bain, and THL to the alleged detriment of CCOH and its minority stockholders. Specifically, the complaint alleged that the defendants breached their fiduciary duties by causing CCOH to: (i) continue to loan cash to iHC under the Intercompany Revolving Promissory Note at below-market rates; (ii) abandon its growth and acquisition strategies in favor of transactions that would provide cash to iHM and iHC; (iii) issue new debt in a note offering to provide cash to iHM and iHC through a dividend; and (iv) allegedly effect the sales of certain outdoor markets in the United States to provide cash to iHM and iHC through a dividend. GAMCO sought, among other things, a ruling that the defendants breached their fiduciary duties owed to CCOH, rescission of payments to iHC and its affiliates, and an order requiring iHM, iHC, Bain, and THL to disgorge all profits received as a result of the alleged fiduciary misconduct.

On July 20, 2016, the defendants filed a motion to dismiss the verified stockholder derivative complaint for failure to state a claim upon which relief can be granted. On November 23, 2016, the Delaware Court of Chancery granted the defendants’ motion to dismiss. On October 12, 2017, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s judgment dismissing the case in its entirety.

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(3) Norfolk Litigation

On November 29, 2017, CCOH entered into an amendment extending the December 2017 maturity date of the Intercompany Revolving Promissory Note to May 15, 2019. One month later, on December 29, 2017, a CCOH stockholder, Norfolk County Retirement System, filed a derivative lawsuit in the Court of Chancery of the State of Delaware, captioned Norfolk County Retirement System, v. iHeartMedia, Inc., et al., C.A. No. 2017-0930-JRS. The complaint named as defendants iHM, iHC, Bain, THL, and the members of CCOH’s board of directors. CCOH was also named as a nominal defendant.

The complaint alleged that CCOH was harmed by the November 2017 decision to extend the maturity date of the Intercompany Revolving Promissory Note from December 2017 to May 2019, at what the complaint has asserted were “far-below-market interest rates.” Specifically, the complaint alleged that (i) iHM, iHC, Bain, and THL breached their fiduciary duties by exploiting their position of control to require CCOH to enter into the amendment on terms unfair to CCOH; (ii) CCOH’s board of directors breached their duty of loyalty by approving the amendment and elevating the interests of iHM, iHC, Bain, and THL over the interests of CCOH and its minority unaffiliated stockholders; and (iii) the terms of the amendment could not have been agreed to in good faith and represent a waste of corporate assets by CCOH’s board of directors. The complaint further alleged that iHM, iHC, Bain, and THL were unjustly enriched as a result of the allegedly unfair terms of the amendment. According to the complaint, Norfolk County Retirement System is seeking, among other things, a ruling that the defendants breached their fiduciary duties owed to CCOH, a modification of the amendment to bear a commercially reasonable rate of interest, and an order requiring disgorgement of all profits, benefits and other compensation obtained by the defendants as a result of the alleged breaches of fiduciary duties.

On March 7, 2018, the defendants filed a motion to dismiss Norfolk County Retirement System’s verified derivative complaint for failure to state a claim upon which relief can be granted. As explained more fully in the motion and reply, the complaint’s assertion that the interest rate on the Intercompany Revolving Promissory Note is unfair to CCOH fails to state a valid claim in light of the binding intercompany agreements between CCOH and iHC and the court rulings in the prior GAMCO litigation. The Corporate Services Agreement requires CCOH’s cash to be swept to iHC on a daily basis as part of a cash management arrangement between the two companies. The Corporate Services Agreement and the other Intercompany Agreements are independent of the Intercompany Revolving Promissory Note and would not have expired even if the Intercompany Revolving Promissory Note had matured. In the prior GAMCO litigation, both the Delaware Court of Chancery and the Delaware Supreme Court recognized that the binding obligations imposed by the Intercompany Agreements limit the ability of CCOH shareholders to state claims for breach of fiduciary duty in connection with the terms and implementation of the Intercompany Revolving Promissory Note. Because the Corporate Services Agreement required CCOH’s excess cash to be swept to iHC regardless of whether the maturity of the Intercompany Revolving Promissory Note was extended, CCOH had no basis to obtain a higher interest rate on the Intercompany Revolving Promissory Note as part of an extension. In light of the binding contracts and the rulings in the GAMCO litigation, Norfolk County’s complaint fails to state a claim upon which relief can be granted.

On March 16, 2018, the defendants filed a notice informing the court of the filing of bankruptcy petitions by iHM and iHC. The notice explained that the filing of the petitions gave rise to a statutory automatic stay of the litigation as to iHM and iHC.

The motion to dismiss has been fully briefed as to the remaining defendants, and a hearing on the motion is scheduled for September 20, 2018.

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2. 2018 GAMCO Litigation

On August 27, 2018, GAMCO filed a verified class action complaint on its own behalf and on behalf of all similarly situated minority shareholders of CCOH from November 8, 2017 to March 14, 2018. The complaint was filed in the Court of Chancery of the State of Delaware and named as defendants (a) members of CCOH’s board of directors as of November 29, 2017, (b) members of the Intercompany Note Committee as of November 8, 2017, and (c) Bain and THL.

The complaint alleged that the CCOH board of director defendants and the Intercompany Note Committee defendants breached their fiduciary duties by failing to demand repayment of the Intercompany Revolving Promissory Note and to declare a pro rata dividend to CCOH shareholders, including minority shareholders. The complaint also alleged that the CCOH board of director defendants breached their fiduciary duties by failing to let the Intercompany Revolving Promissory Note expire on its own terms on December 15, 2017, at which time the outstanding principal balance and all interest accrued and unpaid would have become due and payable, and to dividend the proceeds to CCOH shareholders.

The complaint further alleged that Bain and THL, as alleged indirect controlling shareholders, breached fiduciary duties by failing to direct CCOH’s board of directors to let the Intercompany Revolving Promissory Note expire. The complaint also alleged, in the alternative, that Bain and THL aided and abetted breaches of fiduciary duty by the CCOH board of director defendants by failing to direct CCOH’s board of directors to let the Intercompany Revolving Promissory Note expire.

Under the Rules of the Court of Chancery of the State of Delaware, responses to the complaint are due within 20 days after service on the defendants. That time can be extended by the court.

CCOH Separation Efforts

(a) The Plan and Restructuring Support Agreement Contemplate the Separation of CCOH

As contemplated in the Plan and Restructuring Support Agreement and in furtherance of a proposed CCOH Separation, on the Effective Date, the Reorganized Debtors (and their non-debtor subsidiaries) will distribute 100 percent of the CCOH Interests held by the Debtors to applicable Holders of Allowed Term Loan Credit Agreement Claims and Allowed PGN Claims. The approximately 10.5 percent of CCOH Interests that are publicly traded on the New York Stock Exchange will remain outstanding. The distribution of CCOH Interests under the Plan will be governed by the terms and conditions set forth in the Plan applicable to such distribution and by the terms and conditions of the instruments evidencing or relating to such distribution, which terms and conditions shall bind each Entity receiving such distribution.

(b) The CCOH Special Committee

Given that a number of directors and/or officers of CCOH also serve as directors and/or officers of the Debtors, to avoid the appearance of any conflicts of interest, on January 23, 2018, CCOH’s board of directors established a special committee consisting of CCOH independent directors (the “CCOH Special Committee”) to consider, review, and negotiate certain transactions between the Debtors and CCOH in connection with these Chapter 11 Cases. These independent directors do not serve as the management of the Debtors and are not affiliated with the Debtors’ equityholders.

The CCOH Special Committee is represented by Houlihan Lokey (as financial advisor) and Willkie Farr & Gallagher LLP (as legal counsel). The CCOH Special Committee participated in negotiations of the terms of the Debtors’ cash management order, and among other things, the CCOH Special Committee has the ongoing authority to engage in negotiations with the Debtors and make recommendations to CCOH’s board of directors. With the help of these advisors, the Debtors have been able, and are continuing, to have vigorous, arm’s length negotiations with the CCOH Special Committee regarding the terms of a potential CCOH Separation, as detailed below.

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(c) CCOH Separation Diligence Efforts

Prior to and following the Petition Date, the Debtors and CCOH have conducted, and are continuing to conduct, extensive due diligence to prepare for negotiations regarding the terms of the separation of the iHeart and CCOH businesses, including the financial settlement of any intercompany arrangements. As stated above, the Restructuring Support Agreement contemplated the separation of the businesses and treatment of the Intercompany Revolving Promissory Note. In response, the Debtors formed an internal working group dedicated to addressing separation issues.

In May 2018, the Debtors and CCOH exchanged five-year business plans, and the Debtors and the CCOH Special Committee, with the assistance of their respective advisors, continue to conduct due diligence regarding these long term business plans and analyses in order to both settle the intercompany claims among the entities and to engage in negotiations surrounding both parties’ liquidity needs, one-time separation costs, and ongoing corporate expenses post-separation. After the exchanges and diligence mentioned above, which is ongoing, settlement negotiations started in earnest in early June 2018.⁵⁴

Following a number of discussions between the respective advisors, the Debtors circulated a proposal on June 25, 2018 (the “June 25 Term Sheet”). Following receipt of the June 25 Term Sheet, the Debtors and the CCOH Special Committee, through their respective advisors, had multiple meetings, including an in person meeting on July 11, 2018 (the “Settlement Conference”). At the Settlement Conference, the parties discussed material open issues regarding a separation, including the anticipated timing for consummation of the separation, and following the Settlement Conference, the Debtors received an updated proposal from the CCOH Special Committee on July 15, 2018 (the “July 15 Term Sheet”).

After the Settlement Conference, it became clear that the critical diligence items that were outstanding fell into at least two distinct categories, (i) diligence regarding the settlement of intercompany claims between the two entities pursuant to Bankruptcy Rule 9019 and (ii) diligence regarding the adequate capitalization of CCOH post-separation.    

In relation to the first open diligence item, at the Settlement Conference the parties discussed the potential prepetition and postpetition claims that may exist between the Debtors and CCOH, and ways in which such claims could be settled through the Plan pursuant to Bankruptcy Rule 9019. The Debtors and the CCOH Special Committee continue to engage in negotiations surrounding the treatment of the Intercompany Revolving Promissory Note, the postpetition intercompany balance that may be owed to CCOH or that may be owed to iHM, and other claims that may arise under the Intercompany Agreements or between these two entities as a result of their historical corporate relationship and their future separation.

Additionally, during the Settlement Conference and thereafter, the parties discussed CCOH’s post-separation capital structure and liquidity needs, including how, the quantum, and in what manner, the Debtors should provide ongoing financial assistance to CCOH to supplement its long-term cash needs. In response to CCOH’s post-separation liquidity needs, pursuant to the June 25 Term Sheet, the Debtors proposed to support CCOH’s and its direct and indirect subsidiaries’ (collectively, “Outdoor”) efforts to refinance or extend the maturity of certain of its indebtedness.

⁵⁴  Prior to June 2018, the Debtors circulated a strawman proposal to the CCOH Special Committee. On May 30, 2018 the Debtors sent a draft transition support agreement to the CCOH Special Committee and on June 7, 2018, the CCOH Special Committee sent the Debtors a draft amended Tax Matters Agreement. The drafting of definitive documentation is progressing in the background as the parties continue to work toward an agreement on material terms, as outlined herein.

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As of the filing of this amended Disclosure Statement, diligence efforts and corresponding negotiations remain ongoing.

3. Current Status of the CCOH Separation

As stated above, despite the best efforts of all parties involved and significant diligence undertakings in an effort to bridge material differences, a consensual agreement was not reached in advance of the filing of this amended Disclosure Statement. The Plan still contemplates allowance of the Intercompany Revolving Promissory Note claims (which is estimated to be $1,032 million) and contemplates payment of Cash equal to 14.44 percent of the Allowed amount of such Claims, which is the same percentage recovery for Holders of General Unsecured Claims at iHC (the Debtor entity against which CCOH would have a claim pursuant to the Intercompany Revolving Promissory Note). The Committee has alleged that there are certain unpaid licensing fees from CCOH to the Debtors that should reduce the balance of the Intercompany Revolving Promissory Note. In estimating the projected Claim, there is no reduction or offset for any alleged unpaid licensing fees. The Debtors and CCOH intend to continue to work constructively on the terms of the CCOH Separation and additional disclosure will be provided as part of the Plan Supplement so that Holders of Claims and Interests can take into account further developments with respect to the CCOH Separation.

Holders of Claims and Interests should understand that a key aspect of the negotiations regarding the CCOH Separation includes a discussion surrounding whether the Debtors or other parties may provide CCOH with cash or other considerations that are supplemental to CCOH’s recovery on account of the Intercompany Revolving Promissory Note under Bankruptcy Rule 9019 to help ensure CCOH is adequately capitalized following the CCOH Separation. It is the CCOH Special Committee’s position that such supplemental considerations are necessary and appropriate.

While negotiations are currently ongoing with respect to how the parties are going to address CCOH’s potential supplemental liquidity needs, it is possible that CCOH will receive such supplemental liquidity as a result of including, but not limited to: (a) an unsecured line of credit provided by a Debtor entity to CCOH, (b) an increase in the notional amount of the CCOH Preferred Stock issued pursuant to the Plan, (c) new capital provided and/or backstopped by third-parties, or (d) a combination thereof. As stated above, the Debtors and CCOH intend to continue to work constructively on the options outlined above (and related timing and documentation considerations) and additional disclosure will be provided as part of the Plan Supplement. All Holders of Claims and Interests should vote on the Plan in accordance with this disclosure.

Based on the diligence already conducted and certain quantifiable costs, at this time the Debtors estimate that CCOH will need incremental liquidity post-separation. Based on current projections and as of the date hereof, the Debtors estimate that they will provide, at a minimum, support to CCOH in the form of an approximately $156 million distribution under the Plan on account of the Intercompany Revolving Promissory Note and consideration pursuant to Bankruptcy Rule 9019, plus CCOH is also expected to receive net proceeds from a preferred stock issuance of up to $29 million. The range of CCOH’s additional liquidity needs (after taking into account the aforementioned value transfers) may be as low as $109 million or as high as $249 million. These post-separation liquidity estimates are (i) qualified in their entirety by potential additional liquidity needs that may be required by CCOH in connection with any refinancing CCOH may undertake or additional incremental costs that CCOH may incur as a result of the CCOH Separation, among other needs, and (ii) are subject to compromise and fluctuation as diligence and negotiations remain ongoing.

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Holders of Claims and Interests, for purposes of section 1125 of the Bankruptcy Code and voting on the Plan, should assume that the Debtors and the CCOH Special Committee will, on or about the Effective Date, reach a consensual separation agreement that allocates costs within the range outlined herein or in future proposals made that may be disclosed.

Q. Clear Media Limited and International Considerations

Clear Channel KNR Neth Antilles NV (“Clear Channel KNR”) owns 50.42% of the issued share capital of Clear Media Limited (“Clear Media”), a company incorporated in Bermuda and whose shares are listed on The Stock Exchange of Hong Kong (stock code: 100). Clear Channel KNR is an indirect wholly-owned subsidiary of CCOH. As part of the Plan, the CCOH Interests currently held by the Debtors and non-Debtors CC Finco, LLC and Broader Media, LLC will, at the Effective Date and as part of the CCOH Separation, be transferred to applicable Holders of Allowed Guarantor Unsecured Claims (“Applicable Holders”) against CCH in exchange for such Holders’ respective Claims as set forth in the Plan.

Pursuant to the mandatory offer and “chain principle” provisions under the Hong Kong Code on Takeovers and Mergers, if a person or group of persons acting in concert acquiring statutory control of a company will thereby acquire or consolidate control of a second company (which is a listed company), then an offer will normally be required to be made in respect of the second company unless certain exceptions apply.

In regards to the Plan, the Executive Director of the Corporate Finance Division (the “Executive”) of the Hong Kong Securities and Futures Commission (“SFC”) would need to be consulted to establish whether any obligation to make a mandatory general offer arises and if applicable, a submission made to the Executive by or on behalf of the Applicable Holders to obtain a waiver of such obligation to make an offer under the “chain principle” on the basis that (i) the holding by CCOH in Clear Media is not significant in relation to CCOH (taking into factors including, as appropriate, the assets and profits of the respective companies) and (ii) the main purpose of the Applicable Holder acquiring control of the CCOH Interests under the Plan is not to secure control of Clear Media.

If such waiver is not granted, the Applicable Holders will be required to make an offer for all shares of Clear Media not held by Clear Channel KNR. The obligation will be triggered once the Applicable Holders have completed the acquisition of the CCOH Interests. The offer price would need to be calculated objectively taking into consideration the transacted price for shares in CCOH to which the CCOH Interests are being transferred for and the relative value of Clear Media with the objective to establish how much of the price paid for the CCOH Interests would be attributable to CCOH’s indirect holding in Clear Media. Asset values, earnings and the nature of business and assets involved would be relevant in determining a chain principle offer price and the Executive should also be consulted. A financial advisor to the Applicable Holders will need to be appointed and required to confirm that the Applicable Holders have sufficient financial resources to make the offer.

R. Potential Alternative Transactions

The Restructuring Support Agreement contemplates that the Debtors may pursue alternative transactions that may provide for higher or better value to the Debtors’ stakeholders. Since the Petition Date, the Debtors and their advisors have evaluated potential alternative transactions with a number of potentially interested parties. Certain of these parties have received due diligence, met with the Debtors’ management team, and/or have provided offers. One such party is Liberty Media Corp. and certain of its affiliates (collectively, “Liberty”), who have engaged in discussions with the Debtors since prior to the Petition Date.

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In February 2018, Liberty submitted to the Debtors a term sheet proposing to purchase 40% of the Debtors’ equity for approximately $1.16 billion, with the transaction to be completed as part of a chapter 11 proceeding. No definitive agreement was reached prior to the Petition Date.

Following the Petition Date, the Debtors facilitated ongoing due diligence for Liberty and maintained an active dialogue with Liberty and its advisors. In addition, the Debtors understand that certain senior creditors and their advisors have likewise maintained active dialogue with Liberty and its advisors. The Debtors believe that there is the potential for a transaction with Liberty that would create substantial value for both Liberty and the Debtors, including as a result of operational and strategic benefits from combining the Debtors’ businesses with Liberty’s. For example, the Debtors believe that a combination with Liberty and certain of its affiliates could achieve more than $500 million of annual operational synergies. The Debtors do not believe, however, that the Liberty proposal of February 2018 would deliver such value to the Debtors for a number of reasons, including pro forma corporate governance issues, the ability to achieve operational synergies in a minority interest structure, and purchase price. The Debtors also understand that many of their senior creditors share the Debtors’ views. On June 15, 2018, Liberty formally withdrew its February 2018 proposal after being informed that neither the Debtors nor the Required Consenting Senior Creditors were prepared to support the proposal.

Although the Debtors believe that the Plan maximizes value for all stakeholders based on the alternatives currently available, the Debtors continue to have active conversations with other interested parties, and remain willing to continue dialogue with Liberty. It is possible that such efforts result in the Debtors obtaining a higher or better offer. To the extent that the Restructuring Support Agreement has not been terminated and the Debtors determine that such an alternative is viable, the Debtors, with the consent of the Required Consenting Senior Creditors, may choose to amend the Plan and proceed with such an alternative transaction.

ARTICLE VIII.

CERTAIN FCC CONSIDERATIONS

The Debtors’ operations are subject to significant regulation by the FCC under the Communications Act and FCC rules and regulations promulgated thereunder. A radio station may not operate in the United States without the authorization of the FCC. Approval of the FCC is required for the issuance, renewal, transfer of control, assignment, or modification of radio station operating licenses. In order to emerge from chapter 11, the Debtors must obtain either the FCC’s (a) grant of the FCC Long Form Applications seeking FCC consent to the Transfer of Control or (b) consent to the implementation of the FCC Trust, which may be created on or before the Effective Date, to which New iHeart Common Stock and/or Special Warrants will be issued if the FCC Trust is utilized as described in the Plan.

The Debtors will be required to take certain procedural steps to obtain FCC Approval of the FCC Long Form Applications, including the following. The Debtors will file the FCC Long Form Applications as promptly as practicable. Following such filing, the FCC will issue a public notice (or notices) announcing the acceptance of the FCC Long Form Applications for filing. Pursuant to Section 309(d) of the Communications Act and FCC rules, any party that qualifies as a “party in interest” may file a “petition to deny” the FCC Long Form Applications within 30 days of the date of public notice. If such petitions to deny are filed, the Debtors will have the opportunity to file oppositions and the petitioners will have the opportunity to reply, with the formal pleading cycle closing approximately 15 days following the deadline for petitions to deny (unless a different schedule is set by the FCC). Thereafter, the FCC Long Form Applications will be ripe for grant. However, the Debtors do not anticipate that the FCC will grant the FCC Long Form Applications until after the Bankruptcy Court confirms the Plan, consistent with the agency’s general policy of deferring action on long form applications related to a company’s emergence from bankruptcy until after plan confirmation.⁵⁵

⁵⁵  If the FCC Trust is utilized, the Debtors will file applications seeking consent to implement the FCC Trust as promptly as practicable following a determination to utilize the FCC Trust. Depending on the nature of the FCC Trust Applications, such applications may not be subject to petitions to deny and the formal timetables applicable to the FCC Long Form Applications described above, and may instead be subject to alternative procedures and abbreviated timetables. As with the FCC Long Form Applications, the Debtors would not anticipate that the FCC would approve the FCC Trust Applications until after Plan Confirmation.

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The following is important information concerning the FCC Approval process and the ownership requirements and restrictions that must be met in order for parties to hold New iHeart Common Stock. The following summary of certain FCC rules and policies is for informational purposes only and is not a substitute for careful planning and advice based upon the individual circumstances pertaining to a Holder of a Claim or Interest. All Holders of Claims or Interests are urged to consult their own advisors as to FCC ownership issues and other consequences of the Plan.

A. Required FCC Consents

Both the Debtors’ entry into chapter 11 and the Reorganized Debtors’ emergence from chapter 11 require the FCC’s consent. Following the Debtors’ filing of their voluntary petitions under chapter 11, the Debtors filed applications seeking the FCC’s consent to the pro forma transfer of the FCC Licenses that the Debtors control from the Debtors to the Debtors as “debtors in possession” under chapter 11. The FCC granted those applications in March and April of 2018. For the Reorganized Debtors to continue the operation of the radio stations that the Debtors control, the Debtors will be required to file FCC Long Form Applications and to obtain the FCC’s prior approval of the Transfer of Control.

The Transfer of Control may occur on the Effective Date. In order for the Debtors to emerge from chapter 11, the FCC will need to (1) grant the FCC Long Form Applications authorizing the Transfer of Control or (2) consent to the implementation of the FCC Trust pending the grant of the FCC Long Form Applications. If the FCC grants the FCC Long Form Applications prior to the Effective Date, the FCC Trust will not be utilized and the Transfer of Control will occur on the Effective Date. If the FCC does not grant the FCC Long Form Applications prior to the Effective Date, but consents to the implementation of the FCC Trust, Reorganized iHeart will issue the New iHeart Common Stock and/or Special Warrants to the FCC Trust on the Effective Date for the benefit of the Holders of Allowed Term Loan Credit Agreement Claims, Allowed PGN Claims, Allowed iHC 2021 / Legacy Notes Claims, Allowed Guarantor Unsecured Claims, and Allowed iHeart Interests that otherwise would have been entitled to receive a distribution of such New iHeart Common Stock and/or Special Warrants. The New iHeart Common Stock and/or Special Warrants will be held in the FCC Trust until the FCC Long Form Applications are granted, at which point the Transfer of Control will occur and the New iHeart Common Stock and/or Special Warrants will be issued to the holders of the beneficial interests in the FCC Trust on the Issuance Date.

B. Information Required from Prospective Stockholders of Reorganized iHeart

In processing applications for consent to a transfer of control of FCC broadcast licensees or assignment of FCC broadcast licenses, the FCC considers, among other things, whether the prospective licensee and those considered to be “parties” to the applications possess the legal, character, and other qualifications to hold an interest in a broadcast station. For the FCC to process and grant the FCC Long Form Applications, the Debtors will need to obtain and include information about Reorganized iHeart and about the “parties” to the applications demonstrating that such parties are so qualified.

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As described in the Equity Allocation Mechanism attached as Exhibit A to the Plan, Holders of Allowed Term Loan Credit Agreement Claims, Allowed PGN Claims, Allowed iHC 2021 / Legacy Notes Claims, Allowed Guarantor Unsecured Claims, and Allowed iHeart Interests will be issued Special Warrants which can, or will automatically, be exercised for shares of New iHeart Common Stock for nominal consideration, subject to certain conditions, including the provision of an Ownership Certification that is, in accordance with the Plan, acceptable to the Debtors or Reorganized Debtors, as applicable. Specifically, parties seeking to exercise Special Warrants shall be required to submit an Ownership Certification providing information regarding the prospective stockholder to establish that issuance of the New iHeart Common Stock to that Holder would not result in a violation of law, impair the qualifications of the Reorganized Debtors to hold the FCC Licenses, or impede the grant of any FCC Applications on behalf of the Reorganized Debtors. All prospective holders of New iHeart Common Stock, whether or not they would be “parties” to the FCC Applications (as described below), will need to provide information regarding the extent of their direct and indirect ownership and control by non-U.S. persons sufficient to establish that Reorganized iHeart would comply with limitations under the Communications Act relating to the ownership and control of broadcast licenses by non-U.S. Persons. Prospective holders of New iHeart Common Stock with direct or indirect ownership or control by non-U.S. Persons will not be permitted to exercise the Special Warrants for New iHeart Common Stock if the non-U.S. ownership or voting percentage of such prospective holders, when aggregated with the ownership and voting percentages of all other prospective holders, as calculated in accordance with FCC rules, would result in Reorganized iHeart having a greater amount of foreign ownership or voting control than permitted by the Communications Act and the Equity Allocation Mechanism. In such situations, prospective holders of New iHeart Common Stock would retain Special Warrants. The Special Warrants would be permitted to be sold or assigned, provided that the purchaser or assignee would also be subject to an ownership certification process to the extent that the purchaser or assignee wishes to exercise the Special Warrants for shares of New iHeart Common Stock.

For purposes of the Plan and the Equity Allocation Mechanism, (a) an “Ownership Certification” means a written certification, in the form attached to the FCC Ownership Procedures Order, which shall be sufficient to enable the Debtors or Reorganized Debtors, as applicable, to determine (x) the extent to which direct and indirect voting and equity interests of the certifying party are held by non-U.S. Persons, as determined under section 310(b) of the Communications Act, as interpreted and applied by the FCC and (y) whether the holding of more than 4.99 percent of the New iHeart Class A Common Stock by the certifying party would result in a violation of FCC ownership rules or be inconsistent with the FCC Approval; and (b) the “Ownership Certification Deadline” means the deadline set forth in the FCC Ownership Procedures Order for returning Ownership Certifications.

In order to be eligible to receive a distribution of New iHeart Common Stock on the Issuance Date, each eligible Holder shall provide an Ownership Certification on or before the Ownership Certification Deadline. Any Holder that fails to provide an Ownership Certification as set forth in the FCC Ownership Procedures Order, or that does not do so to the satisfaction of the Debtors or the Reorganized Debtors, as applicable, in accordance with the Plan, shall not be deemed to have exercised any Special Warrants as of the Issuance Date, as set forth in the Equity Allocation Mechanism.

Under the Plan, the Reorganized Debtors will issue (i) Special Warrants only, (ii) New iHeart Common Stock only, or (iii) a combination of Special Warrants and New iHeart Common Stock to any eligible Holder based on such Holder’s Ownership Certification (or failure to provide such a certification) and FCC rules, as set forth in the Equity Allocation Mechanism.

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On July 11, 2018, the Debtors filed the Debtors’ Motion for Entry of an Order Establishing Procedures for Compliance with FCC Media and Foreign Ownership Requirements [Docket No. 1111] (the “FCC Procedures Motion”), requesting (a) the authority to establish procedures to comply with media and foreign ownership requirements of the FCC, including establishing the form of the Ownership Certification and the Ownership Certification Deadline, and (b) the authority for Prime Clerk, LLC to serve as certification agent and to perform all services related to the certification process set forth therein. At a hearing on August 2, 2018, the Bankruptcy Court granted the relief sought in the FCC Procedures Motion, subject to the filing of a revised order on the same (which the Debtors intend to submit at the hearing on the Disclosure Statement).

C. Attributable Interests in Media Under FCC Rules

A prospective stockholder in Reorganized iHeart will be considered a “party” to the FCC Long Form Applications if the prospective stockholder would be deemed to hold an “attributable” interest in Reorganized iHeart under section 73.3555 of the FCC’s rules, 47 C.F.R. § 73.3555. The FCC’s “multiple ownership” rules prohibit common ownership of “attributable interests” of certain combinations of broadcast properties. “Attributable interests” generally include the following interests in a media company: general partnership interests, non-insulated limited liability company or limited partnership interests, a position as an officer or director (or the right to appoint officers or directors), or a 5 percent or greater direct or indirect interest in voting stock of a corporation. The FCC treats all partnership interests as attributable, except for those limited partnership interests that are “insulated” by the terms of the limited partnership agreement from “material involvement” in the media-related activities of the partnership pursuant to specific criteria set forth in the FCC’s rules and implementing orders. The FCC applies the same attribution and insulation standards to limited liability companies. Attribution traces through chains of ownership. In general, a person or entity that has an attributable interest in another entity also will be deemed to hold each of that entity’s attributable media interests, except for indirect stock interests that fall below the attribution threshold in the ownership chain.

Combinations of direct and indirect equity and debt interests exceeding 33 percent of the total asset value (defined as all equity plus all debt) of a radio broadcast licensee or its parent also will be deemed attributable if the holder has another attributable radio broadcast interest in the same market or provides more than 15 percent of a station’s total weekly broadcast programming hours in that market. Also, a person or entity that provides more than 15 percent of the total weekly programming hours or sells more than 15 percent of the weekly advertising inventory for a radio station and also has an attributable interest in another radio station in the same market is deemed to hold an attributable interest in the programmed or sold station.

The Equity Allocation Mechanism provides, among other things, that all deemed holders of New iHeart Class B Common Stock who have not checked the Class B Election box on the Ownership Certification, shall be deemed to have immediately exchanged such shares of New iHeart Class B Common Stock for a like number of shares of New iHeart Class A Common Stock up to 4.99 percent (just below the FCC’s 5 percent attribution benchmark for corporate voting stock), subject to the FCC Approval. Post-issuance, New iHeart Class B Common Stock shall be convertible into New iHeart Class A Common Stock at the written request of the Holder; provided that, if such conversion would result in the stockholder having an attributable interest in Reorganized iHeart, such conversion shall be permitted only if, prior to the conversion, the stockholder has provided an Ownership Certification establishing to Reorganized iHeart’s satisfaction, in accordance with the Plan, that the stockholder’s ownership of New iHeart Class A Common Stock would not result in Reorganized iHeart’s or the stockholder’s violation of applicable rules of the FCC (including any Declaratory Ruling adopted by the FCC) or the Communications Act. New iHeart Class B Common Stock is intended to be non-cognizable for purposes of determining whether a holder is attributable under FCC rules. Accordingly, holders of New iHeart Class B Common Stock shall not be

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permitted to vote on matters submitted to a vote of the stockholders of Reorganized iHeart, provided that such stockholders shall be permitted to vote on limited types of significant corporate matters that are submitted to a vote, consistent with FCC rules. Permitting holders of New iHeart Class B Common Stock to vote on limited types of significant corporate actions will not cause the holders of New iHeart Class B Common Stock to be deemed to have an attributable interest in Reorganized iHeart under FCC rules.

D. FCC Foreign Ownership Restrictions for Entities Controlling Broadcast Licenses

Section 310(b) of the Communications Act restricts foreign ownership or control of any entity licensed to provide broadcast and certain other communications services. Among other prohibitions, foreign entities may not have direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station if the FCC finds that the public interest will be served by the refusal or revocation of such a license due to foreign ownership or voting rights. The FCC has interpreted this provision to mean that it must make an affirmative public interest finding before a broadcast license may be granted or transferred to a corporation that is more than 25 percent owned or controlled, directly or indirectly, by foreign persons or other non-U.S. entities.

A Petition for Declaratory Ruling will be filed by the Debtors requesting FCC consent for Reorganized iHeart to exceed the 25 percent foreign ownership and voting benchmarks under section 310(b)(4) of the Communications Act; provided that the Debtors may file such Petition for Declaratory Ruling after the Effective Date and, if such Petition for Declaratory Ruling is filed prior to the Effective Date, its grant shall not be a condition to Consummation.

The FCC calculates foreign voting rights separately from equity ownership, and both must be at or below the 25 percent thresholds unless the FCC has issued a Declaratory Ruling allowing foreign ownership or voting in excess of those thresholds. Warrants and other future interests typically are not taken into account in determining foreign ownership compliance. In some specific circumstances, however, the FCC has treated non-stock interests in a corporation as the equivalent of equity ownership and has assessed foreign ownership based on contributions to capital. Foreign ownership limitations also apply to partnerships and limited liability companies. The FCC historically has treated partnerships with foreign partners as foreign controlled if there are any foreign general partners. The interests of any foreign limited partners that are not insulated (pursuant to FCC-specified criteria contained in organizational documents) from material involvement in the partnership’s media activities and business are considered in determining the equity ownership and voting rights held by foreigners. The interests of limited partners that are properly insulated only count toward the calculation of equity owned by foreigners, and do not count towards the calculation of voting rights held by foreigners. Limited liability companies are subject to treatment similar to that applied to partnerships under the FCC’s foreign ownership analysis. To the extent that iHeart’s aggregate foreign ownership or voting percentages would exceed 25 percent, any individual foreign holder of New iHeart Common Stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) will additionally be required to obtain the FCC’s specific approval.

Because the direct and indirect ownership of Reorganized iHeart’s shares by non-U.S. persons and/or entities will proportionally affect the level of deemed foreign ownership and control rights in Reorganized iHeart, all prospective holders of New iHeart Common Stock will be required to provide information to the Debtors regarding their own foreign ownership and control. The Debtors, in consultation with the Required Consenting Senior Creditors, shall review such information to assess whether permitting such party to hold New iHeart Common Stock could impair the qualifications of Reorganized iHeart to hold FCC broadcast licenses. The New iHeart Common Stock will be distributed as set forth in the Equity Allocation Mechanism on the Issuance Date based upon the information provided in the Ownership Certifications.

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The Equity Allocation Mechanism reflects that the distribution of New iHeart Common Stock to Holders of Allowed Term Loan Credit Agreement Claims, Allowed PGN Claims, Allowed iHC 2021 / Legacy Notes Claims, Allowed Guarantor Unsecured Claims, or Allowed iHeart Interests shall not (i) cause Reorganized iHeart to exceed an aggregate alien ownership or voting percentage of 22.5 percent unless the FCC has granted a Declaratory Ruling, or (ii) if the FCC has granted a Declaratory Ruling, cause (a) any violation of that Declaratory Ruling, any other applicable declaratory ruling, or any specific approval from the FCC, or (b) any Non-U.S. Holder (as defined in the Equity Allocation Mechanism) to exceed any applicable specific approval threshold, unless the Non-U.S. Holder has received specific approval to exceed such applicable specific approval threshold. Because the FCC licenses controlled by Reorganized iHeart will be held by licensee subsidiaries, in the event that a Declaratory Ruling is not granted prior to the Issuance Date, the 22.5 percent threshold will be below the statutory maximum of 25 percent foreign ownership permitted under FCC law and accordingly will promote the liquidity of Reorganized iHeart’s stock. Because the New iHeart Common Stock will be widely held and, subject to any limitations on ownership of the New iHeart Common Stock set forth in the certificate of incorporation of Reorganized iHeart, freely transferable, the use of a 22.5 percent threshold will permit market purchases by individuals or entities that may have the effect of increasing or decreasing the aggregate foreign ownership levels in small amounts, while ensuring that Reorganized iHeart complies with the statutory foreign ownership restrictions.

E. Media Ownership Restrictions

The FCC generally applies its ownership limits to “attributable” media interests held by an individual, corporation, partnership, limited liability company, or other association, as addressed above. FCC rules on media ownership, in turn, limit the number of media properties in which one entity or entities under common control can have an attributable ownership interest. The local radio ownership rule, described below, could give rise to a prohibited combination for Reorganized iHeart or for a prospective stockholder of Reorganized iHeart.

The local radio ownership rule limits the number of commercial radio stations in a particular geographic area in which an entity can have an attributable interest.

• In markets with 45 or more radio stations, ownership is limited to eight commercial radio stations, no more than five of which can be in the same service (AM or FM).

• In markets with 30 to 44 radio stations, ownership is limited to seven commercial radio stations, no more than four of which can be in the same service (AM or FM).

• In markets with 15 to 29 radio stations, ownership is limited to six commercial radio stations, no more than four of which can be in the same service (AM or FM).

• In markets with 14 or fewer radio stations, ownership is limited to five commercial radio stations or no more than 50 percent of the market’s total, whichever is lower, no more than three of which can be in the same service (AM or FM).

The rule relies on Nielsen Audio Metro methodology for determining radio markets, though areas outside of defined Nielsen Audio Metro markets rely on a contour-overlap methodology to determine the number of stations in the relevant market.

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ARTICLE IX.

RISK FACTORS

Holders of Claims or Interests should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors discussed below, these factors should not be regarded as constituting the only risks present in connection with the Debtors’ businesses or the Plan and its implementation.

A. Bankruptcy Law Considerations.

The occurrence or non-occurrence of any or all of the following contingencies, and any others, could affect distributions available to Holders of Allowed Claims or Allowed Interests under the Plan but will not necessarily affect the validity of the vote of the Impaired Classes to accept or reject the Plan or necessarily require a re-solicitation of the votes of Holders of Claims or Interests in such Impaired Classes.

1. Parties in Interest May Object to the Plan’s Classification of Claims and Interests.

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity interest in a particular class only if such claim or equity interest is substantially similar to the other claims or equity interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion, and the Debtors believe that the Committee and certain Holders of Legacy Notes Claims may object to the classification of the Claims and Interests under the Plan.

2. The Conditions Precedent to the Effective Date of the Plan May Not Occur.

As more fully set forth in Article IX of the Plan, the Effective Date of the Plan is subject to a number of conditions precedent. If such conditions precedent are not waived or not met, the Effective Date will not take place.

3. The Debtors May Fail to Satisfy Vote Requirements.

If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan. In the event that sufficient votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan or transaction. There can be no assurance that the terms of any such alternative chapter 11 plan or other transaction would be similar or as favorable to the Holders of Allowed Claims and Allowed Interests as those proposed in the Plan and the Debtors do not believe that any such transaction exists or is likely to exist that would be more beneficial to the Estates than the Plan.

4. The Debtors May Not Be Able to Secure Confirmation of the Plan.

Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a) such plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting holders of claims or equity interests within a particular class under such plan will not be less than the value of distributions such holders would receive if the debtors were liquidated under chapter 7 of the Bankruptcy Code.

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Even though certain creditors have agreed pursuant to the Restructuring Support Agreement to support the Plan, there can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting Holder of an Allowed Claim might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines that this Disclosure Statement, the balloting procedures, and voting results are appropriate, the Bankruptcy Court could still decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation are not met. If a chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors will be able to reorganize their business and what, if anything, Holders of Allowed Claims or Allowed Interests against them would ultimately receive with respect to their Claims or Interests.

The Debtors, subject to the terms and conditions of the Plan and the Restructuring Support Agreement, reserve the right to modify the terms and conditions of the Plan as necessary for Confirmation, with the consent of (a) the Required Consenting Senior Creditors, (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Holders of 2021 Notes Claims, the Required Consenting 2021 Noteholders, and (c) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their iHeart Interests or impair the releases in favor of the Consenting Sponsors provided in the Plan, the Consenting Sponsors. Any such modifications could result in less favorable treatment of any non-accepting Class of Claims or Interests, as well as any Class junior to such non-accepting Class, than the treatment currently provided in the Plan. Such a less favorable treatment could include a distribution of property with a lesser value than currently provided in the Plan or no distribution whatsoever under the Plan. Changes to the Plan may also delay the confirmation of the Plan and the Debtors’ emergence from bankruptcy.

5. Nonconsensual Confirmation.

In the event that any impaired class of claims or interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm a plan at the proponents’ request if at least one impaired class (as defined under section 1124 of the Bankruptcy Code) has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and, as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired class(es). The Debtors believe that the Plan satisfies these requirements, and the Debtors may request such nonconsensual Confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan may result in, among other things, increased expenses relating to professional compensation.

6. Continued Risk After Confirmation.

Even if the Plan is consummated, the Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as further deterioration or other changes in economic conditions, changes in the industry and potential revaluing of their assets due to chapter 11 proceedings. See Article IX.C of this Disclosure Statement. Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals.

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In addition, at the outset of the Chapter 11 Cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose a plan and prohibits creditors and others from proposing a plan. The Debtors have retained the exclusive right to propose the Plan upon filing their Petitions. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a material adverse effect on the Debtors’ ability to achieve confirmation of the Plan.

Furthermore, the Debtors cannot predict the ultimate amount of all settlement terms for the Debtors’ liabilities that will be subject to the Plan. Even if the Debtors’ debts are reduced and/or discharged through the Plan, the Debtors may need to raise additional funds through public or private debt or equity financing or other various means to fund the Debtors’ businesses after the completion of the proceedings related to the Chapter 11 Cases. Adequate funds may not be available when needed or may not be available on favorable terms. Even once the Plan is implemented, the Debtors’ operating results may be adversely affected by the possible reluctance of advertisers to do business with a company that recently emerged from bankruptcy proceedings.

7. The Chapter 11 Cases May Be Converted to Cases under Chapter 7 of the Bankruptcy Code.

If a bankruptcy court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the bankruptcy court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the debtor’s assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time, rather than reorganizing or selling the business as a going concern at a later time in a controlled manner, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and other Executory Contracts in connection with cessation of operations.

8. The Debtors May Object to the Amount or Classification of a Claim.

Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim under the Plan. The estimates set forth in this Disclosure Statement cannot be relied upon by any Holder of a Claim where such Claim is subject to an objection. Any Holder of a Claim that is subject to an objection thus may not receive its expected share of the estimated distributions described in this Disclosure Statement. Further, the Committee or other parties in interest may object to the amount or classification of any Claim under the Plan in accordance with the Bankruptcy Code.

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9. Risk of Non-Occurrence of the Effective Date.

Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur.

10. Contingencies Could Affect Votes of Impaired Classes to Accept or Reject the Plan.

The distributions available to Holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. For example, as discussed herein, in the event that the ABL Secured Parties are required to disgorge some or all of the Disputed Amounts for any reason, then, pursuant to the terms of the Intercreditor Agreement, the ABL Agent asserts the obligations owing to the ABL Agent and lenders party to the ABL Credit Agreement previously satisfied by the earlier payment of the Disputed Amounts would be reinstated and, pursuant to the terms of the Intercreditor Agreement, any amounts distributable to the Junior Secured Lenders by the Debtors’ Estates under the Plan would be required to be remitted to the ABL Agent (and/or its designees), for the benefit of the lenders party to the ABL Credit Agreement, until the obligations owing to the ABL Agent and the lenders under the ABL Credit Agreement have been Paid in Full (as such term is defined in the Intercreditor Agreement). The occurrence of any and all such contingencies, which could affect distributions available to Holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes. The Senior Creditors dispute the ABL Agent’s position, and whether such a result would not affect the validity of votes cast by the Senior Creditors.

The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect, among other things, the percentage recoveries to Holders of Allowed Claims under the Plan.

11. Releases, Injunctions, and Exculpation Provisions May Not Be Approved.

Article VIII of the Plan provides for certain releases, injunctions, and exculpations, including a release of liens and third-party releases that may otherwise be asserted against the Debtors, Reorganized Debtors, or Released Parties, as applicable. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. If the releases are not approved, certain Released Parties may withdraw their support for the Plan.

The releases provided to the Released Parties and the exculpation provided to the Exculpated Parties are necessary to the success of the Debtors’ reorganization because the Released Parties and Exculpated Parties have made significant contributions to the Debtors’ reorganizational efforts and have agreed to make further contributions, including, but not limited to, agreeing to significant reductions in the amounts of their Claims against the Debtors’ Estates, equitizing certain funded debt, and agreeing not to trade their equity interests, which would otherwise result in certain negative tax implications to the Debtors, but only if they receive the full benefit of the Plan’s release and exculpation provisions. The Plan’s release and exculpation provisions are an inextricable component of the Restructuring Support Agreement and Plan and the significant deleveraging and financial benefits that they embody.

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B. Risks Related to Recoveries under the Plan

1. The Reorganized Debtors May Not Be Able to Achieve their Projected Financial Results.

The Reorganized Debtors may not be able to achieve their projected financial results. The financial projections set forth in this Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economies in general, and the industry segments in which the Debtors operate in particular. Although the Debtors believe that the financial projections contained in this Disclosure Statement are reasonable, there can be no assurance that they will be realized. If the Debtors do not achieve their projected financial results, the value of the recoveries under the Plan may be negatively affected and the Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

2. A Liquid Trading Market for the New iHeart Class A Common Stock or the CCOH Interests May Not Develop.

Although the Debtors and the Reorganized Debtors intend to apply to list the New iHeart Class A Common Stock on a national securities exchange as promptly as reasonably practicable on or after the Issuance Date, and intend to apply to list, or maintain a listing for, the CCOH Interests on a national securities exchange upon the effective date of the CCOH Separation, the Debtors make no assurance that they will be able to obtain or maintain these listings, as applicable, or, even if the Debtors do, that liquid trading markets for shares of New iHeart Class A Common Stock will develop or liquid trading markets for CCOH Interests will be maintained. The liquidity of any market for shares of New iHeart Class A Common Stock and CCOH Interests will depend upon, among other things, the number of holders of such securities, New iHeart’s and CCOH’s (or its successor’s) financial performance, and the market for similar securities, none of which can be determined or predicted. Accordingly, there can be no assurance that an active trading market for these securities will develop, nor can any assurance be given as to the liquidity or prices at which such securities might be traded. In the event an active trading market does not develop or is not maintained, as applicable, the ability to transfer or sell New iHeart Class A Common Stock or CCOH Interests may be substantially limited.

3. The Trading Price for the Shares of New iHeart Common Stock and CCOH Interests May Be Depressed Following the Issuance Date or the Effective Date, as applicable.

Assuming that the Issuance Date or the Effective Date, as applicable, occurs, shares of New iHeart Common Stock will be issued, and CCOH Interests will be distributed, to Holders of certain Classes of Claims or Interests (as applicable). In addition, Holders of Claims or Interests (as applicable) that receive New iHeart Common Stock or CCOH Interests may seek to sell such securities in an effort to obtain liquidity. These sales and the volume of New iHeart Common Stock and CCOH Interests available for trading could cause the trading price for the New iHeart Common Stock or the CCOH Interests to be depressed, particularly in the absence of an established trading market for these securities.

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4. Certain Holders of New iHeart Common Stock and CCOH Interests May Be Restricted in their Ability to Transfer or Sell their Securities.

To the extent that the New iHeart Common Stock issued, and the CCOH Interests distributed, under the Plan are exempt from registration under section 1145(a)(1) of the Bankruptcy Code, such securities may be resold by the holders thereof without registration under the Securities Act unless the holder is an “underwriter,” as defined in section 1145(b) of the Bankruptcy Code with respect to such securities or is deemed an “affiliate” or “control person” within the meaning of the Securities Act. Resales by Holders of Claims or Interests (as applicable) who receive New iHeart Common Stock or CCOH Interests pursuant to the Plan that are deemed to be “underwriters,” “affiliates,” or “control persons” would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act. Such Holders would only be permitted to sell such securities without registration if they are able to comply with an applicable exemption from registration, including Rule 144 under the Securities Act.

The Debtors make no representation regarding their ability to register any Securities or the availability of an exemption from registration for any holder of New iHeart Common Stock or CCOH Interests to freely resell their securities. See Article XII to this Disclosure Statement.

5. Restricted Securities Issued under the Plan May Not Be Resold or Otherwise Transferred Unless They Are Registered Under the Securities Act or an Exemption from Registration Applies.

To the extent that Securities issued pursuant to the Plan are not exempt from registration by section 1145(a)(1) of the Bankruptcy Code, such Securities may be issued pursuant to section 4(a)(2) under the Securities Act or another available exemption and will be deemed “restricted securities” that may not be sold, exchanged, assigned or otherwise transferred unless they are registered, or an exemption from registration applies, under the Securities Act. Under Rule 144, the public resale of restricted securities is permitted if certain conditions are met, and these conditions vary depending on whether the holder of the restricted securities is an “affiliate” of the issuer, as defined in Rule 144. Under Rule 144, a non-affiliate who has not been an affiliate of the issuer during the preceding three months may resell restricted securities after a six-month holding period unless certain current public information regarding the issuer is not available at the time of sale, in which case the non-affiliate may resell after a one-year holding period. An affiliate may resell restricted securities after a six-month holding period but only if certain current public information regarding the issuer is available at the time of the sale and only if the affiliate also complies with the volume, manner of sale, and notice requirements of Rule 144. Although the Debtors currently expect that the current public information requirement will be met when the six-month holding period expires, they cannot guarantee that resales of the restricted securities will qualify for an exemption from registration under Rule 144. In any event, holders of restricted securities should expect to be required to hold their restricted securities for at least six months.

6. The Federal Income Tax Consequences of the Plan to the Debtors, CCOH, and Holders of Claims and Interests are Highly Complex.

The federal income tax consequences of the Plan to the Debtors, CCOH, and Holders of Claims and Interests are highly complex and will depend on, among other things, whether the CCOH Separation is consummated pursuant to the Taxable Separation or the Tax-Free Separation, potentially uncertain technical issues, and certain issues that cannot be known until after the Effective Date occurs. In addition, if the CCOH Separation is consummated pursuant to the Tax-Free Separation, certain going-forward business activities of the Debtors and CCOH, and activities by holders of their equity interests, may be subject to meaningful limitations. Finally, regardless of whether the CCOH Separation is consummated pursuant to the Taxable Separation or the Tax-Free Separation, the consummation of the Plan could potentially give rise to significant tax liabilities, which may also give rise to contractual liabilities under the Tax Matters Agreement. These tax considerations are discussed in detail below in “Certain United States Federal Income Tax Consequences of the Plan,” and Holders of Claims and Interests should carefully review that section of this Disclosure Statement and consult their own tax advisors regarding the tax implications of the Plan.

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C. Risks Related to the Debtors’ and the Reorganized Debtors’ Businesses.

1. The Reorganized Debtors May Not Be Able to Generate Sufficient Cash to Fund their Operations and Service their Indebtedness.

The Reorganized Debtors’ ability to generate cash to fund their operations and make scheduled payments on or refinance their debt obligations following emergence depends on the Reorganized Debtors’ financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond the Reorganized Debtors’ control. The Reorganized Debtors may be unable to maintain a level of cash flow from operating activities sufficient to permit the Reorganized Debtors to fund their operations and pay the principal, premium, if any, and interest on their indebtedness or to refinance it on acceptable terms or at all.

2. The Debtors Will Be Subject to Various Risks and Uncertainties Associated with the Chapter 11 Cases.

For the duration of the Chapter 11 Cases, the Debtors’ operations, including their ability to execute their business plan will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following:

• the Debtors’ creditors or other third parties may take actions or make decisions that are inconsistent with and detrimental to the plans the Debtors believe to be in their best interests;

• the Debtors may be unable to obtain court approval with respect to certain matters in the Chapter 11 Cases from time to time;

• the Bankruptcy Court may not agree with the Debtors’ objections to positions taken by other parties;

• the Debtors may not be able to confirm and consummate the Plan or may be delayed in doing so;

• the Debtors may not be able to obtain and maintain normal credit terms with vendors, strategic partners, and service providers;

• the Debtors may not be able to continue to invest in their products and services, which could hurt their competitiveness;

• the Debtors may not be able to enter into or maintain contracts that are critical to their operations at competitive rates and terms, if at all;

• the Debtors may be exposed to risks associated with third parties seeking and obtaining court approval to (i) terminate or shorten the Debtors’ exclusivity period to propose and confirm the Plan, (ii) appoint a chapter 11 trustee or (iii) convert the Chapter 11 Cases to chapter 7 liquidation cases; and

• the Debtors’ customers may choose to advertise with their competitors.

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These risks and uncertainties could affect the Debtors’ businesses and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ ability to compete for advertising dollars and their relationship with customers, as well as with business partners, vendors, and employees, which in turn could adversely affect the Debtors’ operations and financial condition, particularly if the Chapter 11 Cases are protracted. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to timely respond to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the ultimate impact of events that occur during these proceedings will have on the Debtors’ business, financial condition, and results of operation cannot be accurately predicted or quantified.

3. Operating in Bankruptcy for a Long Period of Time May Harm the Debtors’ Businesses.

The Debtors’ future results will be dependent upon the timely and successful confirmation and implementation of a plan of reorganization. If a restructuring is protracted, it could adversely affect the Debtors’ operating results, including their relationships with advertising customers, business partners, and employees. The longer the Chapter 11 Cases continue, the more likely it is that the Debtors’ advertising customers will lose confidence in the Debtors’ ability to reorganize their businesses successfully and seek to establish alternative commercial relationships. If the Debtors experience a protracted reorganization, there is a significant risk that the value of the enterprise would be substantially eroded to the detriment of all stakeholders.

So long as the proceedings related to the Chapter 11 Cases continue, the Debtors will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases.

4. Financial Results May Be Volatile and May Not be Indicative of Future Financial Performance.

The Debtors derive revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by the Debtors’ customers, which resulted in a decline in advertising revenues across the Debtors’ businesses. This reduction in advertising revenues had an adverse effect on the Debtors’ revenue, profit margins, cash flow, and liquidity. Global economic conditions have been slow to recover and remain uncertain. If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact the Debtors’ revenue, profit margins, cash flow, and liquidity. Furthermore, because a significant portion of the Debtors’ revenue is derived from local advertisers, the Debtors’ ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact the Debtors’ results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely affect the Debtors’ results.

Moreover, during the Chapter 11 Cases, the Debtors’ financial results may be volatile as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and/or claims assessments may significantly impact the Debtors’ consolidated financial statements. As a result, the Debtors’ historical financial performance may not be indicative of their financial performance after the Petition Date.

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The Debtors’ capital structure will be significantly altered under the Plan. The Debtors also expect to adopt “fresh start” accounting in accordance with Accounting Standards Codification 852 (“Reorganizations”). Under fresh-start accounting rules that may apply to the Debtors upon the Effective Date, the Debtors’ assets and liabilities would be adjusted to fair value, which could have a significant impact on their financial statements. Accordingly, if fresh-start accounting rules apply, the Debtors’ financial condition and results of operations following emergence from chapter 11 would not be comparable to the financial condition and results of operations reflected in their historical financial statements. In connection with the Chapter 11 Cases and the development of the Plan, it is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such charges could be material to the Debtors’ consolidated financial position, liquidity, and results of operations. The financial projections contained in Exhibit F hereto do not currently reflect the effect of fresh start accounting, which may have a material effect on the Financial Projections.

5. The Debtors Have Substantial Liquidity Needs.

The Debtors’ ability to fund their operations and capital expenditures requires a significant amount of cash. The Debtors’ principal sources of liquidity historically have been cash flow from operations, borrowing capacity under the ABL Credit Agreement, and issuances of bonds. If the Debtors’ cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, the Debtors may not have the ability to expend the capital necessary to improve or maintain their current operations, resulting in decreased revenues over time.

The Debtors face uncertainty regarding the adequacy of their liquidity and capital resources and during the pendency of the Chapter 11 Cases may have limited access to additional financing. In addition to the cash necessary to fund ongoing operations, the Debtors have incurred significant professional fees and other costs in connection with preparing for the Chapter 11 Cases and expect to continue to incur significant professional fees and costs throughout the Chapter 11 Cases. The Debtors cannot guarantee that cash on hand and cash flow from operations will be sufficient to continue to fund their operations and allow the Debtors to satisfy obligations related to the Chapter 11 Cases until the Debtors are able to emerge from bankruptcy protection.

The Debtors’ long-term liquidity requirements and the adequacy of their capital resources are difficult to predict at this time. The Debtors’ liquidity, including the ability to meet ongoing operational obligations, will be dependent upon, among other things: (a) their ability to comply with the terms and conditions of any cash collateral order entered by the Bankruptcy Court in connection with the Chapter 11 Cases; (b) their ability to maintain adequate cash on hand; (c) their ability to generate cash flow from operations; (d) their ability to develop, confirm, and consummate a chapter 11 plan or other alternative restructuring transaction; and (e) the cost, duration, and outcome of the Chapter 11 Cases. The Debtors’ ability to maintain adequate liquidity depends, in part, upon industry conditions and general economic, financial, competitive, regulatory, and other factors beyond the Debtors’ control.

6. The Debtors Operate in a Highly Competitive Industry.

The Debtors operate in a highly competitive industry, and they may not be able to maintain or increase their current audience ratings and advertising revenues following their emergence from the Chapter 11 Cases. The Debtors compete for audiences and advertising revenues with other radio and outdoor advertising businesses, as well as with other media, such as newspapers, magazines, television, direct mail, portable digital audio players, mobile devices, satellite radio, Internet-based services, and live entertainment, within their respective markets. Audience ratings and market shares are subject to change for various reasons, including through consolidation of the Debtors’ competitors through processes such as mergers and acquisitions, which could have the effect of reducing the Debtors’ revenues in a specific

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market. The Debtors’ competitors may develop technology, services, or advertising media that are equal or superior to those the Debtors provide or that achieve greater market acceptance and brand recognition than the Debtors achieve. Additionally, advertisers may be hesitant to purchase advertising from the Debtors during the Chapter 11 Cases. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of the Debtors’ business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as the Debtors attempt to retain customers or may cause the Debtors to lose customers to their competitors who offer lower rates that the Debtors are unable or unwilling to match. Our ability to compete effectively depends in part on our ability to achieve a competitive cost structure during the Chapter 11 Cases. If we cannot do so, then our business, financial condition, and operating results would be adversely affected.

7. The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases.

In the future, the Reorganized Debtors may become parties to litigation. In general, litigation can be expensive and time consuming to bring or defend against. Such litigation could result in settlements or damages that could significantly affect the Reorganized Debtors’ financial results. It is also possible that certain parties will commence litigation with respect to the treatment of their Claims under the Plan. It is not possible to predict the potential litigation that the Reorganized Debtors may become party to, or the final resolution of such litigation. The effect of any such litigation on the Reorganized Debtors’ businesses and financial stability, however, could be material.

8. The Loss of Employees Could Adversely Affect the Debtors’ Operations.

As a result of the Chapter 11 Cases, the Debtors may experience increased levels of employee attrition, and their employees likely will face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect the Debtors’ business and results of operations. The Debtors’ ability to engage, motivate and retain key employees or take other measures intended to motivate and incent key employees to remain with them through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair the Debtors’ ability to execute their strategy and implement operational initiatives, which would be likely to have a material adverse effect on their financial condition, liquidity and results of operations.

9. The Debtors’ Business is Dependent On the Performance of On-Air Talent and Program Hosts.

The Debtors employ or independently contract with many on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective markets. Although the Debtors have entered into long-term agreements with most of their on-air talent and program hosts to protect their interests in those relationships, they can give no assurance that all or any of these persons will remain with the Debtors or retain their audiences. Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with the Debtors. The Debtors’ competition may extend offers to any of these individuals on terms that the Debtors may be unwilling to meet. Furthermore, the popularity and audience loyalty of the Debtors’ key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond the Debtors’ control and could have a material adverse effect on the Debtors’ ability to attract local and/or national advertisers and on the Debtors’ revenue and/or ratings, and could result in increased expenses.

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10. Certain Claims May Not Be Discharged and Could Have a Material Adverse Effect on the Debtors’ Financial Condition and Results of Operations.

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all Claims that arise prior to the Debtors’ filing of their Petitions or before confirmation of a plan of reorganization (a) would be subject to compromise and/or treatment under the plan of reorganization and/or (b) would be discharged in accordance with the terms of the plan of reorganization. However, there can be no assurance that the aggregate amount of such claims that are not subject to treatment under the Plan or that are not discharged will not be material.

11. The Debtors May Have Substantial Indebtedness Upon Emergence From Chapter 11.

The terms of the Plan contemplate that upon the Effective Date, the Debtors will have a new ABL Credit Agreement and New Debt. The substantial amount of indebtedness thereunder could have important consequences to the Debtors, including:

• limiting their ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of their business strategy or other purposes;

• limiting their ability to use operating cash flow in other areas of their business because the Debtors must dedicate a substantial portion of these funds to service debt;

• increasing their vulnerability to general adverse economic and industry conditions, including increases in interest rates;

• limiting their ability to capitalize on business opportunities and to react to competitive pressures; and

• limiting their ability or increasing the costs to refinance indebtedness.

12. The Chapter 11 Cases May Give Rise to Unfavorable Tax Consequences for the Debtors.

The consummation of the Chapter 11 Cases may have an adverse tax impact on the Debtors. The CCOH Separation may be structured as a Tax-Free Separation or a Taxable Separation. In either case, there is a risk that such separation will give rise to a U.S. federal income tax liability. If such liability were to arise, the Debtors would be jointly liable for such tax liability under federal law. iHC will be contractually obligated to indemnify CCOH with respect to any such liability. Similar principles may apply for foreign, state and local income tax purposes where the Debtors file combined, consolidated or unitary returns for federal, foreign, state and local income tax purposes. If an “ownership change” (as discussed below) were to occur prior to the conclusion of the Chapter 11 Cases, any tax liability recognized in connection with any transaction, particularly any taxable transaction, could be meaningfully increased.

In addition, the Debtors expect to be required to significantly reduce certain of their tax attributes, including net operating loss carryforwards, as a result of any cancellation of indebtedness income realized in connection with the Chapter 11 Cases.

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13. The Issuance of New iHeart Common Stock in the Chapter 11 Cases May Impair the Debtors Ability to Utilize Federal Income Tax Net Operating Loss Carryforwards.

Under federal income tax law, a corporation is generally permitted to deduct from taxable income net operating losses carried forward from prior years. The Debtors’ ability to utilize net operating loss carryforwards to offset future taxable income and to reduce federal income tax liability is subject to certain requirements and restrictions. If the Debtors experience an “ownership change,” as defined in section 382 of the U.S. Internal Revenue Code, then their ability to use net operating loss carryforwards may be substantially limited, which could have a negative impact on their financial position and results of operations. Generally, there is an “ownership change” if one or more shareholders owning 5% or more of a corporation’s common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over the prior three-year period. Following the implementation of the Plan, it is expected that the Debtors will experience an “ownership change.” Under section 382 of the U.S. Internal Revenue Code, absent an application exception, if a corporation undergoes an “ownership change,” the amount of its net operating losses that may be utilized to offset future taxable income generally is subject to an annual limitation on the amount of federal income tax net operating loss carry-forwards existing prior to the change that it could utilize to offset its taxable income in any future taxable year to an amount generally equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation’s assets and the tax basis in such assets. Because the value of iHeart’s stock can fluctuate materially, it is possible an ownership change would materially limit the Debtors’ ability to utilize their substantial federal income tax net operating loss carry-forwards in the future. Accordingly, there can be no assurance that the Debtors will be able to utilize federal income tax net operating loss carry-forwards to offset future taxable income, even if any such attributes survive reduction as a result of cancellation of indebtedness income.

D. Risks Related to the Business of CCOH (or Its Successor).

1. CCOH’s or Its Successor’s Results May be Adversely Affected by Economic Uncertainty or Deteriorations in Economic Conditions.

CCOH derives revenues from the sale of advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. For example, the global economic downturn that began in 2008 resulted in a decline in advertising and marketing by our customers, which resulted in a decline in advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on CCOH’s revenue, profit margins, cash flow and liquidity. Global economic conditions have been slow to recover and remain uncertain. If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact CCOH’s (or its successor’s) revenue, profit margins, cash flow and liquidity. Furthermore, because a significant portion of CCOH’s revenue is derived from local advertisers, its ability to generate revenues in specific markets is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely impact its results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which also may adversely impact its results.

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2. CCOH Requires a Significant Amount of Cash to Service Its Debt Obligations and to Fund Its Operations and Capital Expenditures.

CCOH’s (or its successor’s) ability to service its debt obligations and to fund its operations and its capital expenditures for display construction, renovation or maintenance requires a significant amount of cash. CCOH’s primary sources of liquidity currently are cash on hand, cash flow from operations, the intercompany arrangements provided for in the cash management order approved in the Chapter 11 Cases and CCOH’s senior revolving credit facility.

CCOH’s primary uses of liquidity are for its working capital, capital expenditure, debt service, special dividend and other funding requirements. As of June 30, 2018, CCOH had debt maturities totaling $0.3 million, $0.3 million and $2,575.3 million in 2018, 2019 and 2020, respectively. A substantial amount of CCOH’s cash requirements are for debt service obligations. During the six months ended June 30, 2018, CCOH spent $187.3 million of cash on interest on its debt. CCOH anticipates having approximately $376.3 million of cash interest payment obligations in 2018. CCOH’s significant interest payment obligations reduce its financial flexibility, make it more vulnerable to changes in operating performance and economic downturns generally, reduce its liquidity over time and could negatively affect its ability to obtain additional financing in the future.

CCOH’s (or its successor’s) ability to fund its working capital, capital expenditures, debt service and other obligations depends on its future operating performance and cash from operations and its ability to manage its liquidity following the CCOH Separation, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond its control. In addition, the purchase price of possible acquisitions, capital expenditures for deployment of digital billboards and/or other strategic initiatives could require additional indebtedness or equity financing on its part. Historically, CCOH’s cash management arrangement with iHC has been its only committed external source of liquidity. Following the CCOH Separation, CCOH (or its successor) will no longer have iHC available to support its cash management function and its liquidity, and it will be dependent upon its ability to generate cash or obtain additional financing to meet its liquidity needs. If CCOH (or its successor) is unable to obtain adequate financial support, it will likely need to obtain additional financing from banks or other lenders, or through public offerings or private placements of debt or equity, strategic relationships or other arrangements in the future in order to meet its post-separation liquidity needs. Holders of Claims or Interests should take into account that there can be no assurance that financing alternatives will be available to CCOH (or its successor) in sufficient amounts or on terms acceptable to it in the future due to market conditions, its financial condition, its liquidity constraints, its lack of history operating as a company independent from iHC or other factors, many of which are beyond its control. Even if financing alternatives are available to CCOH (or its successor), it may not find them suitable or at comparable interest rates to the indebtedness being refinanced, and CCOH’s (or its successor’s) annual cash interest payment obligations could increase further. In addition, the terms of CCOH’s (or its successor’s) existing or future debt agreements may restrict CCOH (or its successor) from securing financing on terms that are available to it at that time. In addition to the need to refinance its various indebtedness at or before maturity, if CCOH (or its successor) is unable to generate sufficient cash through its operations, it could face substantial liquidity problems, which could have a material adverse effect on its financial condition, on its ability to meet its obligations, and on the value of the CCOH Interests following the CCOH Separation.

The indentures governing CCOH’s 6.5% Senior Notes Due 2022 and 7.625% Senior Subordinated Notes Due 2020 restrict CCOH’s ability to incur additional indebtedness but permit it to incur additional indebtedness based on an incurrence test. In order to incur additional indebtedness under this test, CCOH’s debt to adjusted EBITDA ratio (as defined by the indentures) must be lower than 7.0:1. Because CCOH’s debt to adjusted EBITDA ratio exceeded this threshold in the indentures as of June 30, 2018, CCOH is not currently permitted to incur additional indebtedness using the incurrence test. The indentures contain

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certain other exceptions that allow CCOH to incur indebtedness. If CCOH incurs additional indebtedness in connection with or following the CCOH Separation, such indebtedness would increase CCOH’s leverage and make it more vulnerable to economic downturns and may further limit its ability to withstand competitive pressures.

3. The Debtors May Support CCOH’s Efforts to Refinance Its Indebtedness.

As discussed herein, certain terms of the CCOH Separation have not been agreed upon, and negotiations are still ongoing. As part of the negotiations, the Debtors have proposed to use reasonable efforts to support any refinancing of CCOH”s indebtedness, which could be in the form of tangible or intangible consideration. The Debtors may provide CCOH with cash, for the payment of any financing costs and related expenses that may be incurred as a result of the CCOH Separation, or alternatively, the Debtors may provide intangible support by assisting CCOH in its efforts to effectuate any refinancing transaction.

4. CCOH Faces Intense Competition in the Outdoor Advertising Business.

CCOH operates in a highly competitive industry, and may not be able to maintain or increase its current advertising revenues. CCOH competes for advertising revenue with other outdoor advertising businesses, as well as with other media, such as radio, newspapers, magazines, television, direct mail, mobile devices, satellite radio and Internet-based services, within their respective markets. Market shares are subject to change for various reasons including through consolidation of its competitors through processes such as mergers and acquisitions, which could have the effect of reducing its revenue in a specific market. CCOH’s competitors may develop technology, services or advertising media that are equal or superior to those CCOH provides or that achieve greater market acceptance and brand recognition than it achieves. It also is possible that new competitors may emerge and rapidly acquire significant market share in any of its business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as CCOH attempts to retain customers or may cause CCOH to lose customers to its competitors who offer lower rates that CCOH is unable or unwilling to match.

5. CCOH or its Successor may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent publicly-traded company, and CCOH or its Successor may experience increased costs after the CCOH Separation.

The Debtors currently provide CCOH with various corporate services.    The Corporate Services Agreement contemplates both a consensual separation with a ‘sunset’ period for certain transition services. Following the CCOH Separation, CCOH (or its successor) will need to provide internally or obtain from unaffiliated third parties the services it currently receives from the Debtors following the CCOH Separation. CCOH (or its successor) may be unable to replace these services in a timely manner or on terms and conditions as favorable as those it currently receives from the Debtors. CCOH (or its successor) may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently or may incur additional costs. If CCOH (or its successor) fails to obtain the services necessary to operate effectively or if it incurs greater costs in obtaining these services, its business, financial condition and results of operations may be adversely affected.

6. CCOH’s Business is Dependent on Its Management Team and Other Key Individuals.

CCOH’s business is dependent upon the performance of its management team and other key individuals. Five of CCOH’s executive officers currently serve as executive officers of iHeart, including CCOH’s CEO and CFO who serve as the CEO and CFO, respectively, of iHeart. These executive officers provide services to CCOH pursuant to the Corporate Services Agreement. If these executive officers

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remain with iHeart following the CCOH Separation, CCOH (or its successor) may need to identify replacements or transition their responsibilities to others. Competition for these key individuals is intense and many of CCOH’s key employees are at-will employees who are under no obligation to remain with CCOH (or its successor), and may decide to leave as a result of the uncertainty surrounding the CCOH Separation or for a variety of personal or other reasons beyond CCOH’s (or its successor’s) control. If members of CCOH’s management or key individuals decide to leave in the future, if CCOH (or its successor) decides to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if CCOH (or its successor) is not successful in attracting, motivating and retaining other key employees, its business could be adversely affected.

7. The Success of CCOH’s Street Furniture and Transit Products Businesses is Dependent on CCOH Obtaining Key Municipal Concessions.

CCOH’s street furniture and transit products businesses require it to obtain and renew contracts with municipalities and transit authorities. Many of these contracts, which require it to participate in competitive bidding processes at each renewal, typically have terms ranging from 2 to 15 years and have revenue share, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy and substantial costs may be incurred in connection with preparing bids.

CCOH’s competitors, individually or through relationships with third parties, may be able to provide different or greater capabilities or prices or benefits than CCOH can provide. In the past CCOH has not been, and most likely in the future will not be, awarded all of the contracts on which it bids. The success of CCOH’s business also depends generally on CCOH’s ability to obtain and renew contracts with private landlords. There can be no assurance that CCOH will win any particular bid, be able to renew existing contracts or be able to replace any revenue lost upon expiration or completion of a contract. CCOH’s inability to renew existing contracts may also result in significant expenses from the removal of displays. Furthermore, if and when CCOH does obtain a contract, CCOH is generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with new contracts CCOH may obtain may significantly reduce CCOH’s cash flow and liquidity.

This competitive bidding process presents a number of risks, including the following:

• CCOH expends substantial cost and managerial time and effort to prepare bids and proposals for contracts that CCOH may not win;

• CCOH may be unable to estimate accurately the revenue derived from and the resources and cost structure that will be required to service any contract CCOH wins; and

• CCOH may encounter expenses and delays if CCOH’s competitors challenge awards of contracts to it in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract.

CCOH’s inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay and the highly competitive bidding processes for these contracts could affect CCOH’s ability to offer these products to CCOH’s clients, or to offer them to CCOH’s clients at rates that are competitive to other forms of advertising, without adversely affecting CCOH’s financial results.

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8. CCOH’s Financial Performance May Be Adversely Affected By Many Factors Beyond CCOH’s Control.

Certain factors that could adversely affect CCOH’s financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include:

• unfavorable fluctuations in operating costs, which CCOH may be unwilling or unable to pass through to its customers;

• CCOH’s inability to successfully adopt or it being late in adopting technological changes and innovations that offer more attractive advertising alternatives than what CCOH offers, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on CCOH’s operating results and financial performance;

• unfavorable shifts in population and other demographics, which may cause CCOH to lose advertising customers as people migrate to markets where CCOH has a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;

• adverse political effects and acts or threats of terrorism or military conflicts; and

• unfavorable changes in labor conditions, which may impair CCOH’s ability to operate or require it to spend more to retain and attract key employees.

In addition, on June 23, 2016, the United Kingdom held a referendum in which voters approved an exit of the U.K. from the European Union, commonly referred to as “Brexit”. International Outdoor is currently headquartered in the U.K. and transacts business in many key European markets. As a result of the referendum, the British government has begun negotiating the terms of the U.K.’s withdrawal from the E.U. It is unclear how these negotiations, or the U.K.’s ultimate exit from the E.U., will impact the economies of the U.K., the E.U. and other countries. This uncertainty may cause CCOH’s customers to closely monitor their costs and reduce the amount they spend on advertising. In addition, the announcement of Brexit caused the British pound’s currency rate to weaken against the U.S. dollar. Any of these or similar effects of Brexit could adversely impact CCOH’s business, operating results, cash flows and financial condition.

9. Future Dispositions, Acquisitions and Other Strategic Transactions Could Pose Risks.

CCOH frequently evaluates strategic opportunities both within and outside CCOH’s existing lines of business. CCOH expects from time to time to pursue strategic dispositions of certain businesses, as well as acquisitions. These dispositions or acquisitions could be material. CCOH’s strategy involves numerous risks, including:

• CCOH’s dispositions may negatively impact revenues from CCOH’s national, regional and other sales networks;

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• CCOH’s dispositions may make it difficult to generate cash flows from operations sufficient to meet CCOH’s anticipated cash requirements, including CCOH’s debt service requirements;

• CCOH’s acquisitions may prove unprofitable and fail to generate anticipated cash flows;

• to successfully manage CCOH’s large portfolio of outdoor advertising and other businesses, CCOH may need to:

• recruit additional senior management as CCOH cannot be assured that senior management of acquired businesses will continue to work for it and CCOH cannot be certain that CCOH’s recruiting efforts will succeed, and

• expand corporate infrastructure to facilitate the integration of CCOH’s operations with those of acquired businesses, because failure to do so may cause it to lose the benefits of any expansion that CCOH decides to undertake by leading to disruptions in CCOH’s ongoing businesses or by distracting CCOH’s management;

• CCOH may enter into markets and geographic areas where CCOH has limited or no experience;

• CCOH may encounter difficulties in the integration of operations and systems; and

• CCOH’s management’s attention may be diverted from other business concerns.

Dispositions and acquisitions of outdoor advertising businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. CCOH can give no assurances that the DOJ, the FTC or foreign antitrust agencies will not seek to bar it from disposing of or acquiring outdoor advertising businesses or impose stringent undertaking on CCOH’s business as a condition to the completion of an acquisition in any market where CCOH already has a significant position.

10. Restrictions on Outdoor Advertising of Certain Products May Restrict the Categories of Clients That Can Advertise Using CCOH’s Products.

Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and other U.S. territories include a ban on the outdoor advertising of tobacco products. Other products and services may be targeted in the U.S. in the future, including alcohol products. Most European Union countries, among other nations, also have banned outdoor advertisements for tobacco products and regulate alcohol advertising. Regulations vary across the countries in which CCOH conducts business. Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in CCOH’s direct revenues from such advertisements and an increase in the available space on the existing inventory of billboards in the outdoor advertising industry.

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11. Environmental, Health, Safety and Land Use Laws and Regulations May Limit or Restrict Some of CCOH’s Operations.

As the owner or operator of various real properties and facilities, CCOH must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations. CCOH and its properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, CCOH has not incurred significant expenditures to comply with these laws. However, additional laws which may be passed in the future, or a finding of a violation of or liability under existing laws, could require it to make significant expenditures and otherwise limit or restrict some of its operations.

12. CCOH is Exposed To Foreign Currency Exchange Risks Because a Portion of CCOH’s Revenue is Received in Foreign Currencies and Translated to U.S. Dollars for Reporting Purposes.

CCOH generates a portion of its revenues in currencies other than U.S. dollars. Changes in economic or political conditions, including Brexit, in any of the foreign countries in which CCOH operates could result in exchange rate movement, new currency or exchange controls or other currency restrictions being imposed. Because CCOH receives a portion of its revenues in currencies from the countries in which it operates, exchange rate fluctuations in any such currency could have an adverse effect on CCOH’s profitability. A portion of CCOH’s cash flows is generated in foreign currencies and translated to U.S. dollars for reporting purposes, and certain of the indebtedness held by CCOH’s international subsidiaries is denominated in U.S. dollars, and, therefore, significant changes in the value of such foreign currencies relative to the U.S. dollar could have a material adverse effect on CCOH’s financial condition and its ability to meet interest and principal payments on its indebtedness.

Given the volatility of exchange rates, CCOH cannot assure you that it will be able to effectively manage its currency transaction and/or translation risks. It is possible that volatility in currency exchange rates will have a material adverse effect on CCOH’s financial condition or results of operations. CCOH expects to experience economic losses and gains and negative and positive impacts on its operating income as a result of foreign currency exchange rate fluctuations.

13. Doing Business in Foreign Countries Exposes CCOH to Certain Risks.

Doing business in foreign countries carries with it certain risks that are not found when doing business in the United States. These risks could result in losses against which CCOH is not insured. Examples of these risks include:

• potential adverse changes in the diplomatic relations of foreign countries with the United States;

• hostility from local populations;

• the adverse effect of foreign exchange controls;

• government policies against businesses owned by foreigners;

• investment restrictions or requirements;

• expropriations of property without adequate compensation;

• the potential instability of foreign governments;

• the risk of insurrections;

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• risks of renegotiation or modification of existing agreements with governmental authorities;

• difficulties collecting receivables and otherwise enforcing contracts with governmental agencies and others in some foreign legal systems;

• withholding and other taxes on remittances and other payments by subsidiaries;

• changes in tax structure and level; and

• changes in laws or regulations or the interpretation or application of laws or regulations.

CCOH’s international operations involve contracts with, and regulation by, foreign governments. CCOH operates in many parts of the world that experience corruption to some degree. Although CCOH has policies and procedures in place that are designed to promote legal and regulatory compliance (including with respect to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), CCOH’s employees, subcontractors and agents could take actions that violate applicable anti-corruption laws or regulations. Violations of these laws, or allegations of such violations, could have a material adverse effect on CCOH’s business, financial position and results of operations.

14. CCOH Identified a Material Weakness in its Internal Control Over Financial Reporting as of December 31, 2017, and the Occurrence of This or Any Other Material Weakness Could Have a Material Adverse Effect on its Ability to Report Accurate Financial Information in a Timely Manner.

CCOH’s management recently concluded that it had a material weakness as of December 31, 2017 and therefore did not maintain effective internal control over financial reporting or effective disclosure controls and procedures, both of which are requirements of the Securities Exchange Act of 1934, as of that date. The material weakness related to CCOH’s failure to detect the misappropriation of funds by an employee of Clear Media Limited, an indirect, non-wholly-owned subsidiary of CCOH whose ordinary shares are listed on the Hong Kong Stock Exchange. CCOH understands that several employees of Clear Media Limited are subject to an ongoing police investigation for misappropriation of funds. Although CCOH concluded that the amount misappropriated was not material to its financial statements, it is possible that the internal controls in place on that date would not have detected a larger misappropriation that would have been material to CCOH’s financial statements.

CCOH has implemented additional controls, and is taking additional steps, to remediate the material weakness. However, the remedial measures CCOH has taken may not be adequate to prevent future misappropriation or avoid other control deficiencies or material weaknesses. There can be no assurance that any system of internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management. As a result, it is possible that CCOH’s financial statements will not comply with generally accepted accounting principles, will contain a material misstatement or will not be available on a timely basis, any of which could cause investors to lose confidence in CCOH and lead to, among other things, unanticipated legal, accounting and other expenses, delays in filing required financial disclosures, enforcement actions by government authorities, fines, penalties, the delisting of CCOH’s common stock and liabilities arising from stockholder litigation.

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15. Substantial sales of CCOH Interests may occur following the CCOH Separation, which could cause the market price of the CCOH Interests to decline.

Holders of Allowed Claims receiving CCOH Interests pursuant to the Plan (other than recipients that are affiliates of the issuer of the CCOH Interests) generally may sell those shares immediately in the public market. It is likely that some Holders of Allowed Claims receiving CCOH Interests pursuant to the Plan will sell such CCOH Interests if, for reasons such as its business profile or market capitalization as an independent company, CCOH (or its successor) does not fit their investment objectives, or, in the case of index funds, CCOH (or its successor) is a participant in the index in which they are investing. The sales of significant amounts of CCOH Interests or the perception in the market that this will occur may decrease the market price of the CCOH Interests.

16. CCOH is Currently a “Controlled Company” Within the Meaning of the NYSE Listing Rules, But is Unlikely to Retain That Status Following the CCOH Separation. However, During the Phase-in Period CCOH or its Successor May Continue to Rely on Exemptions From Certain Corporate Governance Requirements that Provide Protection to Stockholders of Other Companies.

Because the Debtors currently control a majority of the combined voting power of all classes of CCOH’s outstanding voting stock, it has been a “controlled company” under NYSE corporate governance listing standards. Under the NYSE Listing Rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors;

• the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Following the CCOH Separation, the Debtors will cease to control a majority of the combined voting power of all classes of CCOH’s (or its successor’s) outstanding voting stock. Accordingly, CCOH (or its successor) is unlikely to be a “controlled company” within the meaning of the rules of the NYSE Listing Rules. Under NYSE Listing Rules, a company that ceases to be a controlled company must comply with the independent board committee requirements as they relate to the nominating and corporate governance and compensation committees on the following phase-in schedule: (1) one independent committee member at the time it ceases to be a controlled company; (2) a majority of independent committee members within 90 days of the date it ceases to be a controlled company; and (3) all independent committee members within one year of the date it ceases to be a controlled company. Additionally, the NYSE Listing Rules provide a 12-month phase-in period from the date a company ceases to be a controlled company to comply with the majority independent board requirement. During these phase-in periods, holders of CCOH Interests will not have the same protections afforded to stockholders of companies of which the majority of directors are independent. Additionally, if, within the phase-in periods, CCOH (or its successor) is not able to recruit additional directors who would qualify as independent, or otherwise comply with NYSE Listing Rules, it may be subject to delisting procedures by the NYSE. Furthermore, a change in the board of directors and committee membership may result in a change in corporate strategy and operation philosophies, and may result in deviations from CCOH’s current strategies.

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17. The Chapter 11 Cases May Give Rise to Unfavorable Tax Consequences to CCOH.

The Consummation of the Chapter 11 Cases may have an adverse tax impact on CCOH. Specifically, the Debtors expect that CCOH may be required to reduce certain of its tax attributes, including net operating loss carryforwards, as a result of any cancellation of indebtedness income realized in connection with the Chapter 11 Cases.

E. Risks Related to Regulation.

1. The Debtors’ Business Depends upon Licenses Issued by the FCC, and If Licenses Were Not Renewed or the Reorganized Debtors Were to Be Out of Compliance with FCC Regulations and Policies, the Reorganized Debtors’ Business Could Be Materially Impaired.

The Debtors’ business depends upon maintaining their broadcasting licenses issued by the FCC, which are currently issued for a maximum term of eight years and are renewable upon timely application to the FCC. Interested parties may challenge a renewal application. The FCC has authority to revoke licenses, not grant renewal applications, or grant renewal with significant conditions, including renewals for less than a full term of eight years. In the last renewal cycle, all of the Debtors’ licenses were renewed; however, the Debtors cannot be certain that the Reorganized Debtors’ future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect the Reorganized Debtors’ operations, could result in material impairment and could adversely affect the Reorganized Debtors’ liquidity and financial condition. If any of the Reorganized Debtors’ FCC Licenses are not renewed, it could prevent the Reorganized Debtors from operating the affected stations and generating revenue from them. Further, the FCC has a general policy restricting the transferability of a station license while a renewal application for that station is pending. In addition, the Reorganized Debtors must comply with extensive FCC regulations and policies governing the ownership and operation of their radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict the Reorganized Debtors’ ability to consummate future transactions. The FCC routinely imposes monetary forfeitures for violations of its rules, and such forfeitures can be significant for certain types of violations and for repeated violations. FCC rules governing the Debtors’ radio station operations impose costs on their operations, and changes in those rules could have an adverse effect on the Reorganized Debtors’ business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by the Reorganized Debtors’ radio stations and could have a material adverse effect on the Reorganized Debtors’ business. Moreover, governmental regulations and policies may change over time, and the changes may have a material adverse impact upon the Reorganized Debtors’ businesses, financial condition, and results of operations.

2. There Will Be FCC Approval Requirements in Connection with Emergence from Chapter 11.

The consent of the FCC is required for the assignment of FCC licenses or for the transfer of control of an entity that holds or controls FCC licenses. Except in the case of “involuntary” assignments and transfers of control, prior consent of the FCC is required before an assignment of FCC licenses or a transfer of control of FCC licensees may be consummated.

Upon the commencement of the Chapter 11 Cases, the Debtors, many of which either hold or control FCC Licenses, changed to debtor-in-possession status. The FCC considers this change in status to be an “involuntary” assignment, and after-the-fact approval of this involuntary assignment was obtained in March and April of 2018. The Debtors’ emergence from bankruptcy pursuant to the Plan will require further consent of the FCC to effectuate an assignment or transfer of control of the FCC Licenses from the debtor-in-possession licensees to the Reorganized Debtors. Actions ordered by the Bankruptcy Court, such as appointment of a chapter 11 trustee, could require further consent of the FCC.

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The FCC treats emergence from bankruptcy by a licensee or its parent company as a “voluntary” assignment of FCC licenses or a transfer of control of FCC licensees. Prior approval of the FCC is required for such voluntary transfers or assignments. Because the Plan involves, among other things, the issuance of new voting common stock that will effect a substantial change in the ownership of the Debtors under FCC regulations, FCC Approval of either the FCC Long Form Applications or the FCC Trust mechanism is required prior to consummating the Plan. As a condition to issuance of the FCC Approval, the FCC may require iHeart or certain of its five percent or greater shareholders to divest one or more radio broadcast stations if the ownership of such stations upon consummation of the Plan would cause the Debtors or one of such shareholders to violate the FCC’s multiple ownership rules. Such mandatory divestitures, if required, are not expected to have a material impact on the Debtors’ businesses.

In addition, before or after the Effective Date, the Debtors shall file a Petition for Declaratory Ruling with the FCC to obtain authorization for foreign ownership of the Reorganized Debtors in excess of twenty-five percent. The Debtors cannot guarantee that the FCC will grant the Declaratory Ruling, although the FCC in several recent cases has approved indirect foreign ownership of radio and television broadcast stations in excess of twenty-five percent. In addition, the FCC has imposed conditions in connection with such approvals. Moreover, the Debtors cannot guarantee that the FCC will grant a Declaratory Ruling before the Effective Date, and grant of a Declaratory Ruling is not a condition precedent to the occurrence of the Effective Date.

If a Declaratory Ruling is not granted, or a Declaratory Ruling is granted to permit a lesser amount of foreign ownership than the Debtors request, the Special Warrants may not be exercisable by holders thereof that are non-U.S. Persons or are owned in whole or in part by non-U.S. Persons, although such Special Warrants may be exercisable if transferred to one or more U.S. Persons. Even if the FCC grants a Declaratory Ruling, the Debtors cannot guarantee that the Declaratory Ruling will be free from conditions that adversely affect the Debtors’ business or the holders of the Special Warrants.

3. Opposition to the Debtors’ Applications for FCC Consent to Transfer the FCC Licenses (in Connection with Emerging from Chapter 11) Can Delay the Process.

The FCC will allow the FCC Long Form Applications to be filed once the Plan has been filed with the Bankruptcy Court, but the FCC will not grant the FCC Long Form Applications until they have been amended to show that the Bankruptcy Court has approved the Plan and authorized the Transfer of Control. Generally, three to seven days after submission of the FCC Long Form Applications, the FCC issues public notice that it has accepted the applications for filing. Interested parties then have 30 days to file petitions to deny the applications. The applicant also is required to give local public notice of the filing of the applications through broadcast announcements and notices in local newspapers serving its broadcast markets.

If petitions to deny are filed against the FCC Long Form Applications, the applicants will have an opportunity to file an opposition, with the petitioner then having an opportunity to file a reply. The pleading cycle generally will be completed within 45-60 days. The FCC then will consider the applications and the filings made by the parties to the proceeding.

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The FCC’s review of applications includes, among other factors, whether the existing media interests of the parties to the applications, when combined with any broadcast interests to be acquired in the transaction, will comply with FCC ownership rules. Although the FCC Long Form Applications will seek consent for the Debtors to emerge from the Chapter 11 Cases into reorganized ownership, rather than for an acquisition of additional broadcast stations, the FCC Long Form Applications will nonetheless be required to demonstrate that the Debtors’ existing combinations of radio stations comply with the radio multiple ownership limits applicable to each local market that the Debtors’ stations serve. It is possible that because of intervening changes in the boundaries of, or the number of stations deemed to be “in” a given local market, one or more of the Debtors’ existing “clusters” of radio stations may no longer comply with the radio multiple ownership limit applicable to that cluster. In such a case, the Debtors may be required to seek a waiver of the multiple ownership rules or divest one or more of their existing stations in order to obtain the FCC Approval. Such mandatory divestitures, if required, are not expected to have a material impact on the Debtors’ businesses. The FCC also considers compliance with limitations on foreign ownership, other legal qualifications, the parties’ prior records before the FCC and certain categories of prior adverse determinations against parties to the applications by courts and other administrative bodies that the FCC believes are relevant to assessing the qualifications of parties that will hold attributable interests in a broadcast licensee.

If no oppositions are filed against the FCC Long Form Applications and the FCC finds the applications to be in compliance with its rules and policies and finds the parties to the applications qualified, the FCC may grant the applications shortly after the close of the public notice period. In some instances, the FCC may request that the applicants supply additional information through amendments to the applications. There is no time limit on how long the FCC may consider applications before acting on them, but the FCC has a stated goal of processing all transfer applications within 180 days, and many applications are granted much more quickly. The FCC will not grant the FCC Long Form Applications, however, until the Bankruptcy Court has approved a plan of reorganization and the applications have been amended to reflect that the Bankruptcy Court has authorized the transaction.

Once the FCC has granted the FCC Long Form Applications, it will issue a public notice of the grant. Interested parties opposed to the grants may file for reconsideration for a period of 30 days following public notice of the grants. If the grants are made by the FCC’s staff under delegated authority, the FCC may reconsider the actions on its own motion for a period of 40 days following issuance of public notice of the grants. Parties are free to close upon the grant of FCC consent even if the times for filing petitions for reconsideration or sua sponte FCC reconsideration have not expired, and even if petitions for reconsideration are filed, but the consummation will be subject to any further order that the FCC might issue upon reconsideration. Although highly unusual, the FCC may rescind a grant of consent upon reconsideration if it finds that doing so would serve the public interest, convenience and necessity.

The Petition for Declaratory Ruling will be subject to the same general procedural path as described above for the FCC Long Form Applications. In addition, however, the FCC will consult with “Team Telecom,” an informal working group of Executive Branch agencies (the Departments of Justice, Homeland Security, and Defense) for coordination and recommendations on national security and foreign policy issues raised by the Petition for Declaratory Ruling. The FCC and/or Team Telecom also may seek additional information and commitments from the Debtors and the future shareholders of Reorganized iHeart. The FCC typically takes six months or longer to consider a Petition for Declaratory Ruling. If a Petition for Declaratory Ruling is filed concurrently with the FCC Long Form Applications or while those applications are pending, it is possible that the FCC may integrate its consideration of the Petition for Declaratory Ruling with its consideration of the FCC Long Form Applications. This could delay the grants of the FCC Long Form Applications, which would in turn delay the Issuance Date.

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ARTICLE X.

SOLICITATION AND VOTING PROCEDURES

This Disclosure Statement, which is accompanied by a ballot or ballots to be used for voting on the Plan, is being distributed to the Holders of Claims or Interests in those Classes that are entitled to vote to accept or reject the Plan. The procedures and instructions for voting and related deadlines are set forth in the exhibits annexed to the Disclosure Statement Order, which is attached hereto as Exhibit D.

The Disclosure Statement Order is incorporated herein by reference and should be read in conjunction with this Disclosure Statement in formulating a decision to vote to accept or reject the Plan.

THE DISCUSSION OF THE SOLICITATION AND VOTING PROCESS SET

FORTH IN THIS DISCLOSURE STATEMENT IS ONLY A SUMMARY.

PLEASE REFER TO THE DISCLOSURE STATEMENT ORDER ATTACHED HERETO FOR A

MORE COMPREHENSIVE DESCRIPTION OF THE SOLICITATION AND VOTING PROCESS.

A. Holders of Claims or Interests Entitled to Vote on the Plan

Under the provisions of the Bankruptcy Code, not all holders of claims against or interests in a debtor are entitled to vote on a chapter 11 plan. The table in Article III.C of this Disclosure Statement provides a summary of the status and voting rights of each Class (and, therefore, of each Holder of a Claim or Interest within such Class absent an objection to the Holder’s Claim or Interest) under the Plan.

As set forth in the table, the Debtors are soliciting votes to accept or reject the Plan only from Holders of Claims or Interests in Classes 4, 5A, 5B, 6, 7C, 7D, 7E, 7F, 7G, 8, and 9 (collectively, the “Voting Classes”). The Holders of Claims or Interests in the Voting Classes are Impaired under the Plan and may, in certain circumstances, receive a distribution under the Plan. Accordingly, Holders of Claims or Interests in the Voting Classes have the right to vote to accept or reject the Plan.

The Debtors are not soliciting votes from Holders of Claims or Interests in Classes 1, 2, 3, 7A, 7B, 10, 11, and 12. Additionally, the Disclosure Statement Order provides that certain Holders of Claims in the Voting Classes, such as those Holders whose Claims have been disallowed or are subject to a pending objection, are not entitled to vote to accept or reject the Plan.

B. Voting Record Date

The Voting Record Date is September 13, 2018. The Voting Record Date is the date on which it will be determined which Holders of Claims or Interests in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the Holder of a Claim.

C. Voting on the Plan

The Voting Deadline is November 9, 2018, at 5:00 p.m (prevailing Central Time). In order to be counted as votes to accept or reject the Plan, all ballots must be (a) electronically submitted utilizing the online balloting portal maintained by the Claims, Noticing, and Solicitation Agent on or before the Voting Deadline (but only if the instructions included with your ballot permit submission of your ballot via the online balloting portal); or (b) properly executed, completed, and delivered (either by using the envelope provided, by first class mail, overnight courier, or personal delivery) so that the ballots (or a master ballot reflecting your vote, as applicable) are actually received by the Claims, Noticing, and Solicitation Agent on or before the Voting Deadline at the following address:

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DELIVERY OF BALLOTS

IHEARTMEDIA, INC. BALLOT PROCESSING

C/O PRIME CLERK

830 THIRD AVENUE 3rd FLOOR

NEW YORK, NY 10022

IMPORTANT NOTE: If you hold Notes Claims and received an envelope addressed to your nominee, please return your ballot to your nominee (or otherwise follow the instructions of your nominee to submit your vote), allowing enough time for your nominee to cast your vote on a master ballot before the Voting Deadline.

IF YOU HAVE ANY QUESTIONS ABOUT THE SOLICITATION OR VOTING PROCESS, PLEASE CONTACT THE CLAIMS, NOTICING, AND SOLICITATION AGENT TOLL FREE AT (877) 756-7779. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE OR THAT IS OTHERWISE NOT IN COMPLIANCE WITH THE DISCLOSURE STATEMENT ORDER WILL NOT BE COUNTED.

D. Ballots Not Counted

No ballot will be counted toward Confirmation if, among other things: (1) it is illegible or contains insufficient information to permit the identification of the Holder of the Claim or Interest; (2) it was transmitted by means other than as specifically set forth in the ballots; (3) it was cast by an entity that is not entitled to vote on the Plan; (4) it was cast for a Claim listed in the Debtors’ schedules as contingent, unliquidated, or disputed for which the applicable Bar Date has passed and no Proof of Claim was timely filed; (5) it was cast for a Claim that is subject to an objection pending as of the Voting Record Date (unless temporarily allowed in accordance with the Disclosure Statement Order); (6) it was sent to the Debtors, the Debtors’ agents/representatives (other than the Claims, Noticing, and Solicitation Agent), the administrative agents under the Bank Facilities, or the Debtors’ financial or legal advisors instead of the Claims, Noticing, and Solicitation Agent; (7) it is unsigned; or (8) it is not clearly marked to either accept or reject the Plan or it is marked both to accept and reject the Plan. Please refer to the Disclosure Statement Order for additional requirements with respect to voting to accept or reject the Plan.

ARTICLE XI.

CONFIRMATION OF THE PLAN

A. Requirements for Confirmation of the Plan

Among the requirements for Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code are: (1) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (2) the Plan is feasible; and (3) the Plan is in the “best interests” of Holders of Claims or Interests.

At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (1) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11 for plan confirmation; (2) the Debtors have complied, or will have complied, with all of the necessary requirements of chapter 11 for plan confirmation; and (3) the Plan has been proposed in good faith.

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B. Best Interests of Creditors/Liquidation Analysis

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each holder of a claim or an equity interest in such impaired class either (1) has accepted the plan or (2) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting holder would receive or retain if the debtors liquidated under chapter 7.

Attached hereto as Exhibit E and incorporated herein by reference is a liquidation analysis (the “Liquidation Analysis”) prepared by the Debtors with the assistance of the Debtors’ advisors. As demonstrated by the Liquidation Analysis, the Debtors believe that liquidation of the Debtors’ businesses under chapter 7 of the Bankruptcy Code would result in substantial diminution in the value to be realized by Holders of Claims or Interests as compared to distributions contemplated under the Plan. Consequently, the Debtors and their management believe that Confirmation of the Plan will provide a substantially greater return to Holders of Claims or Interests than would a liquidation under chapter 7 of the Bankruptcy Code. The Liquidation Analysis takes into account all intercompany liabilities on the Debtors’ books and records and all Claim Holders’ estimated recoveries therein reflect the collection on intercompany claims.

If the Plan is not confirmed, and the Debtors fail to propose and confirm an alternative plan of reorganization, the Debtors’ businesses may be liquidated pursuant to the provisions of a chapter 11 liquidating plan. In liquidations under chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7. Thus, a chapter 11 liquidation may result in larger recoveries than a chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Any distribution to Holders of Claims or Interests (to the extent Holders of Interests would receive distributions at all) under a chapter 11 liquidation plan would most likely be substantially delayed. Most importantly, the Debtors believe that any distributions to creditors in a chapter 11 liquidation scenario would fail to capture the significant going concern value of their businesses, which is reflected in the New iHeart Common Stock to be distributed under the Plan. Accordingly, the Debtors believe that a chapter 11 liquidation would not result in distributions as favorable as those under the Plan.

C. Feasibility

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in such plan of reorganization).

To determine whether the Plan meets this feasibility requirement, the Debtors, with the assistance of their advisors, have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors have prepared their projected consolidated balance sheet, income statement, and statement of cash flows (the “Financial Projections”). Creditors and other interested parties should review Article IX of this Disclosure Statement, for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

The Financial Projections are attached hereto as Exhibit F and incorporated herein by reference. Based upon the Financial Projections, the Debtors believe that they will be a viable operation following the Chapter 11 Cases and that the Plan will meet the feasibility requirements of the Bankruptcy Code.

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D. Acceptance by Impaired Classes

The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or equity interests impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such a class is not required.⁵⁶

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a Class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number of the Allowed Claims in such Class that vote on the Plan actually cast their ballots in favor of acceptance.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired equity interests as acceptance by holders of at least two-thirds in amount of allowed interests in that class, counting only those interests that have actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept the Plan only if two-thirds in amount of the Allowed Interests in such Class that vote on the Plan actually cast their ballots in favor of acceptance.

Pursuant to Article III.E of the Plan, if a Class containing Claims or Interests is eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Holders of such Claims or Interests in such Class shall be deemed to have accepted the Plan.

E. Confirmation Without Acceptance by All Impaired Classes

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or equity interests that is impaired under, and has not accepted, the plan.

If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors may request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

⁵⁶  A class of claims is “impaired” within the meaning of section 1124 of the Bankruptcy Code unless the plan (a) leaves unaltered the legal, equitable and contractual rights to which the claim or equity interest entitles the holder of such claim or equity interest or (b) cures any default, reinstates the original terms of such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

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1. No Unfair Discrimination

The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims or interests of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

2. Fair and Equitable Test

The “fair and equitable” test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in the class. As to the dissenting class, the test sets different standards depending upon the type of claims or equity interests in the class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100 percent of the amount of Allowed Claims or Allowed Interests in that Class. The Debtors believe that the Plan and the treatment of all Classes of Claims or Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan.

F. Valuation of the Debtors

In conjunction with formulating the Plan and satisfying its obligations under section 1129 of the Bankruptcy Code, the Debtors determined that it was necessary to estimate the post-Confirmation going concern value of the Debtors. Accordingly, the Debtors, with the assistance of their advisors, produced the Valuation Analysis (the “Valuation Analysis”) that is set forth in Exhibit G attached hereto and incorporated herein by reference.⁵⁷ As set forth in the Valuation Analysis, the Debtors’ going-concern value recoveries to creditors under the Plan are substantially higher than the recoveries such creditors would receive in a hypothetical liquidation of the iHeart enterprise under chapter 7 of the Bankruptcy Code, as illustrated in the Liquidation Analysis. Accordingly, the Valuation Analysis further supports the Debtors’ conclusion that the treatment of Classes under the Plan is fair and equitable and otherwise satisfies the Bankruptcy Code’s requirements for confirmation.

For the avoidance of doubt, all parties in interest shall not be deemed (a) to accept or acquiesce to any methodology utilized by the Debtors or their advisors in preparing the Valuation Analysis, or (b) to accept or acquiesce to any proposed value for the Reorganized Debtors. All parties in interest reserve their rights to set forth their own estimates of the enterprise value of the Reorganized Debtors in connection with Plan Confirmation.

⁵⁷  The 2018 and 2019 OIBDAN utilized in the valuation analysis is $956 million and $1,008 million, respectively. These OIBDAN figures exclude the amortization of the sale leaseback gain and other reconciling items.

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ARTICLE XII.

CERTAIN SECURITIES LAW MATTERS

The Debtors believe shares of the New iHeart Common Stock (including New iHeart Common Stock issued upon exercise of the Special Warrants and New iHeart Class A Common Stock issued upon conversion of New iHeart Class B Common Stock), the Special Warrants, the options, or other equity awards (including any New iHeart Common Stock underlying such awards) to be issued pursuant to the Post-Emergence Equity Incentive Program, the New Debt (to the extent issued in the form of bonds), the CCOH Interests distributed to Holders of Allowed Claims, as well as, if applicable, the beneficial interests in the FCC Trust and the shares of New iHeart Common Stock and/or Special Warrants to be issued to the holders of such beneficial interests after the FCC grants the FCC Long Form Applications (collectively, the “Section 1145 Securities”), the Radio NewCo Preferred Stock and the CCOH Preferred Stock to be “securities,” as defined in section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and any applicable state securities laws.

A. Issuance of Securities under the Plan

Section 1145(a)(1) of the Bankruptcy Code exempts the offer, issuance, and distribution of securities under a plan of reorganization from registration under section 5 of the Securities Act and state laws when such securities are to be exchanged for claims or principally in exchange for claims and partly for cash. In general, securities issued under section 1145 of the Bankruptcy Code may be resold without registration unless the recipient is an “underwriter” with respect to those securities, or is deemed an “affiliate” of the Debtors or a “control person” within the meaning of the Securities Act. In reliance upon this exemption, the Debtors believe that the offer, issuance, and distribution under the Plan of the Section 1145 Securities will be exempt from registration under the Securities Act and state securities laws with respect to any such Holder who is not deemed to be an “underwriter” as defined in section 1145(b) of the Bankruptcy Code or an “affiliate” of the Debtors or a “control person” within the meaning of the Securities Act.

B. Issuance of Securities Under a Private Placement Exemption

Section 4(a)(2) of the Securities Act provides that the issuance of securities by an issuer in transactions not involving a public offering are exempt from registration under the Securities Act. Regulation D is a non-exclusive safe harbor from registration promulgated by the SEC under Section 4(a)(2) of the Securities Act.

The Debtors believe that the Radio NewCo Preferred Stock and the CCOH Preferred Stock issued in connection with a Taxable Separation, as well as any New Debt issued in the form of bonds in a third-party market financing (collectively, the “Section 4(a)(2) Securities”), will be issuable without registration under the Securities Act in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Only “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) or “qualified institutional buyers” within the meaning of Rule 144A will be eligible to purchase the 4(a)(2) Securities. Any securities issued in reliance on Section 4(a)(2) and/or Regulation D or any similar registration exemption applicable outside of the United States will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. The 4(a)(2) Securities may also be subject to restrictions in the New Corporate Governance Documents, the Communications Act and the rules of the FCC.

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C. Issuance of Securities in the CCOH/CCH Merger

If the CCOH Separation is a Taxable Separation, CCH will file a Form S-4 registration statement with the SEC to register the CCOH Interests that will be issued to the CCOH Class A common stockholders in the CCOH/CCH Merger in exchange for their CCOH Class A common stock. The CCOH Interests cannot be issued to the CCOH stockholders until (a) the SEC declares the Form S-4 registration statement effective, and (b) 20 calendar days have passed from the mailing of an Information Statement on Schedule 14C to CCOH’s Class A common stockholders. Securities registered on the Form S-4 registration statement may be resold without restriction, unless the recipient is deemed an “affiliate” of the issuer or a “control person” within the meaning of the Securities Act.

D. Subsequent Transfers of Securities Issued under the Plan

Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as any person who:

• purchases a claim against, an interest in, or a claim for an administrative expense against the debtor, if that purchase is with a view to distributing any security received in exchange for such a claim or interest;

• offers to sell securities offered under a plan of reorganization for the holders of those securities; offers to buy those securities from the holders of the securities, if the offer to buy is (i) with a view to distributing those securities; and (ii) under an agreement made in connection with the plan of reorganization, the completion of the plan of reorganization, or with the offer or sale of securities under the plan of reorganization; or

• is an issuer with respect to the securities, as the term “issuer” is defined in section 2(a)(11) of the Securities Act.

You should confer with your own legal advisors to help determine whether or not you are an “underwriter.”

Persons (i) who receive securities that are exempt under section 1145 of the Bankruptcy Code but who are deemed “underwriters,” “affiliates,” or “control persons” or (ii) who receive securities issued under the Plan that are “restricted securities” would, however, be permitted to sell such securities without registration if an available resale exemption exists, including the exemptions provided by Rule 144 or Rule 144A under the Securities Act to the extent available.

In addition, the subsequent transfer of any Securities distributed pursuant to the Plan may be restricted by the Communications Act and the rules of the FCC, the New Corporate Governance Documents, the Warrant Agreement, and, if the FCC Trust is implemented, the FCC Trust Agreement.

Persons who receive Securities under the Plan are urged to consult their own legal advisor with respect to the restrictions applicable under the federal or state securities laws and the circumstances under which securities may be sold in reliance on such laws.

The foregoing summary discussion is general in nature and has been included in this Disclosure Statement solely for informational purposes. We make no representations concerning, and do not provide, any opinions or advice with respect to the Securities or the bankruptcy matters described in this Disclosure Statement. In light of the uncertainty concerning the availability of exemptions from the relevant provisions of federal and state securities laws, we encourage each Holder and party in interest to consider carefully and consult with its own legal advisors with respect to all such matters. Because of the complex, subjective nature of the question of whether a Security is exempt from the registration requirements under the federal or state securities laws or whether a particular Holder may be an underwriter, we make no representation concerning the ability of a person to dispose of the Securities issued under the Plan.

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ARTICLE XIII.

CERTAIN UNITED STATES FEDERAL

INCOME TAX CONSEQUENCES OF THE PLAN

A. Introduction

The following discussion summarizes certain United States (“U.S.”) federal income tax consequences of the implementation of the Plan to the Debtors, and the U.S. federal income tax consequences to certain Holders of Claims or Interests entitled to vote on the Plan. It does not address the U.S. federal income tax consequences to Holders of Claims or Interests not entitled to vote on the Plan. This summary is based on the Internal Revenue Code of 1986, as amended (the “Tax Code”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published administrative rules and pronouncements of the IRS, all as in effect on the date hereof (collectively, “Applicable U.S. Tax Law”). Changes in the rules or new interpretations of the rules may have retroactive effect and could significantly affect the U.S. federal income tax consequences described below. The discussion below is not binding upon the IRS or the courts. No assurance can be given that the IRS would not assert, or that a court would not sustain, a different position than any position discussed herein.

This summary does not address non-U.S., state, local or non-income tax consequences of the Plan (including such consequences with respect to the Debtors), nor does it purport to address all aspects of U.S. federal income taxation that may be relevant to a Holder in light of its individual circumstances or to a Holder that may be subject to special tax rules (such as persons who are related to the Debtors within the meaning of the Tax Code, persons liable for alternative minimum tax, U.S. Holders whose functional currency is not the U.S. dollar, U.S. expatriates, broker-dealers, banks, mutual funds, insurance companies, U.S. Holders who prepare “applicable financial statements” (as defined in section 451 of the Tax Code), financial institutions, small business investment companies, regulated investment companies, tax exempt organizations, controlled foreign corporations, passive foreign investment companies, partnerships (or other entities treated as partnerships or other pass-through entities), beneficial owners of partnerships (or other entities treated as partnerships or other pass-through entities), subchapter S corporations, persons who hold Claims or who will hold any consideration received pursuant to the Plan as part of a straddle, hedge, conversion transaction, or other integrated investment, persons using a mark-to-market method of accounting, and Holders of Claims who are themselves in bankruptcy). Furthermore, this summary assumes that a Holder of a Claim or Interest holds only Claims or Interests in a single Class and holds a Claim or Interest only as a “capital asset” (within the meaning of section 1221 of the Tax Code). This summary also assumes that Claims will be treated in accordance with their form for U.S. federal income tax purposes. The U.S. federal income tax consequences of the implementation of the Plan to the Debtors and Holders of Claims or Interests described below also may vary depending on the nature of any Restructuring Transactions that the Debtors engaged in.

For purposes of this discussion, a “U.S. Holder” is a Holder of a Claim or Interest that is: (1) an individual citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (a) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and

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one or more United States persons (within the meaning of section 7701(a)(30) of the Tax Code) have authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person. For purposes of this discussion, a “Non-U.S. Holder” is any Holder of a Claim that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes).

If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Holder of a Claim or Interest, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of the partner (or other beneficial owner) and the activities of the entity. Partners (or other beneficial owners) of partnerships (or other entities treated as partnerships or other pass-through entities) that are Holders of Claims or Interests should consult their respective tax advisors regarding the U.S. federal income tax consequences of the Plan.

The following summary of certain U.S. federal income tax consequences is for informational purposes only and is not a substitute for careful tax planning and advice based upon the individual circumstances pertaining to a Holder of a Claim or Interest. All Holders of Claims or Interests are urged to consult their own tax advisors as to the federal, state, local, non-U.S., non-income, and other tax consequences of the Plan.

B. Certain U.S. Federal Income Tax Consequences to the Debtors

For U.S. federal income tax purposes, the Debtors and certain non-Debtor domestic affiliates (including CCOH and its domestic subsidiaries) are members of an affiliated group of corporations (or entities disregarded for federal income tax purposes that are wholly owned by members of such group), of which iHM is the common parent (the “iHM Group”).

The Plan provides for a separation of the outdoor business, which is currently operated through CCOH and its subsidiaries, from the radio business and the rest of the assets of the iHM Group. This separation will either be accomplished through the Taxable Separation or the Tax-Free Separation, depending on, among other things, the projected tax consequences of the Taxable Separation. Certain of the tax consequences to the Debtors will depend on whether the Taxable Separation or the Tax-Free Separation is utilized, while other tax consequences to the Debtors (and certain non-Debtor affiliates, including CCOH or its successor) are expected to be the same regardless of the separation structure that is used.

1. Consequences Specific to the Taxable Separation

In the Taxable Separation, the iHM Group would undertake a series of transactions to be described in more detail in the Restructuring Transactions Memorandum pursuant to which (a) CCH will directly or indirectly transfer all of its assets other than its direct or indirect interests in CCOH to iHC (the “Radio Distribution”); (b) Broader Media LLC and CC Finco LLC will distribute their CCOH stock to CCH; (c) CCOH will merge with CCH (the “CCH/CCOH Merger”); (d) iHM will contribute new common stock⁵⁸ to iHC;⁵⁹ and (e) iHC will transfer to its creditors (i) the New iHeart Common Stock; (ii) 100% of its CCOH Interests⁶⁰ (the “Outdoor Taxable Distribution”); (iii) New Debt; and (iv) potentially, Cash.⁶¹

⁵⁸  For purposes of the tax discussion in this Disclosure Statement, the Special Warrants are generally referred to as common stock. This is because, solely for federal income tax purposes, the Special Warrants, which will have a nominal exercise price, should be treated as issued and outstanding stock under rules generally applicable to so-called penny warrants.

⁵⁹  Or to the FCC Trust, in the event the FCC Trust is utilized.

⁶⁰  As noted in the Plan, the CCOH Interests refer either to the stock of CCOH or the stock of CCH following the CCOH/CCH Merger, as applicable.

⁶¹  In the event the FCC Trust is utilized, iHC will transfer interests in the FCC Trust to the creditors in lieu of stock of iHM.

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The intended effect of these steps is for the iHM Group to recognize gain or loss with respect to each of the Radio Distribution and the Outdoor Taxable Distribution. The gain or loss recognized with respect to these transactions will depend on, among other things, (a) the value and tax basis of the assets distributed in the Radio Distribution and the value and tax basis of the CCOH Interests on the Effective Date (such values will be determined by reference to, among other things, the trading value of the iHM equity and CCOH Interests following the Effective Date); (b) complex modeling considerations under certain Treasury Regulations; and (c) the extent to which any so-called “excess loss accounts” (“ELAs”) are taken into account. The extent to which any related taxable gain or loss will result in any cash tax liabilities will depend on whether the tax attributes of the iHM Group, including the iHM Group’s net operating losses (“NOLs”), are sufficient to offset any net taxable gain attributable to the transactions.

The Debtors are evaluating whether there are any issues with respect to which a private letter ruling (“PLR”) would be sought in connection with the Taxable Separation.

Because certain of the factors that will determine whether the Taxable Separation will give rise to any cash tax liability cannot be known until the Effective Date, the Debtors cannot say with certainty whether any such cash tax liability will be owed. To the extent the Taxable Separation does give rise to any cash tax liability, CCH, iHC, iHM, and various other entities would be jointly and severally liable for any such amounts. The allocation of such liabilities among the various members of the iHM Group may be addressed by the Tax Matters Agreement.

If the CCOH Separation is effected through the Taxable Separation, the Debtors do not anticipate that CCOH, iHM, or their shareholders will be subject to meaningful tax-related limitations on their future go-forward operations, although certain issues related to tax reporting and related matters may be specified in the Tax Matters Agreement.

2. Consequences Specific to the Tax-Free Separation

In the Tax-Free Separation, the iHM Group would undertake a series of transactions to be described in more detail in the Restructuring Transactions Memorandum pursuant to which (a) Broader Media LLC and CC Finco LLC will distribute their CCOH stock to CCH; (b) CCH may contribute any assets necessary to effect the CCOH Separation (including intellectual property) to CCOH; (c) CCH will distribute all of the stock of CCOH it owns to iHC; (d) iHC will distribute the stock of CCOH, New Debt and, potentially, Cash, to creditors; and (e) pursuant to a to-be-determined mechanism, New iHeart Common stock will also be distributed to iHC’s creditors.⁶²

⁶²  The Debtors continue to evaluate the mechanic by which iHM stock will be distributed to iHC creditors, particularly in the event the use of the FCC Trust is necessary, and such mechanic may depend, among other things, on certain rulings to be requested from the IRS in the event the CCOH Separation is accomplished through the Tax-Free Separation.

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The Tax-Free Separation, if undertaken, is generally intended to constitute a reorganization under sections 368(a)(1)(G) and 355 of the Tax Code.⁶³ As such, the Tax-Free Separation is intended to not give rise to any taxable gain or loss to the Debtors).

If the CCOH Separation is effected through the Tax-Free Separation, the Debtors anticipate obtaining a PLR from the IRS with respect to certain matters arising in connection with the Tax-Free Separation (including the satisfaction of sections 368(a)(1)(G) and 355 of the Tax Code, and potentially certain other ancillary matters). Assuming such a private letter ruling is obtained, such ruling generally would be binding on the IRS unless any representations given to the IRS were false or relevant information was withheld from the IRS.

If the CCOH Separation is effected through the Tax-Free Separation, each of CCOH and iHM (and, potentially, their shareholders) would be subject to various restrictions on their go-forward operations (including potential M&A activity, dispositions, or, potentially, large stock transactions) for a period of time, in order to ensure that the requirements of sections 368(a)(1)(G) and 355 of the Tax Code are not violated following the Effective Date. Importantly, if the CCOH Separation is effected through the Tax-Free Separation, CCOH will be ineligible to elect to be taxed as a real estate investment trust for a period of 10 years following the Effective Date.

3. Certain Consequences That Apply In All Circumstances

(a) Cancellation of Debt Income

In general, absent an exception, a debtor will realize and recognize cancellation of debt income (“COD Income”) for U.S. federal income tax purposes, upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (i) the adjusted issue price of the indebtedness satisfied, over (ii) the sum of (A) the amount of Cash paid, (B) the issue price of any new indebtedness of the debtor issued, and (C) the fair market value of any other consideration (including stock or warrants of the debtor or another entity) given in satisfaction of such indebtedness at the time of the exchange.

However, a debtor will not be required to include any amount of COD Income in gross income if the debtor is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding. Instead, as a result of such exclusion, a debtor must reduce its tax attributes by the amount of COD Income that it excluded from gross income pursuant to section 108 of the Tax Code. In general, tax attributes will be reduced in the following order: (a) NOLs; (b) most tax credits; (c) capital loss carryovers; (d) tax basis in assets (but not below the amount of liabilities to which the debtor remains subject); (e) passive activity loss and credit carryovers; and (f) foreign tax credits.⁶⁴ A debtor with COD Income may elect first to reduce the basis of its depreciable assets pursuant to section 108(b)(5) of the IRC. The reduction in tax attributes occurs only after the taxable income (or loss) for the taxable year of the debt discharge has been determined.

⁶³  There is a possibility that the Debtors will consummate the Tax-Free Separation using section 355 of the Tax Code, but that section 368(a)(1)(G) of the Tax Code will not apply. In this case, the Debtors currently anticipate that the U.S. federal income tax consequences of the Plan would generally be the same as a reorganization under sections 368(a)(1)(G) and 355 of the Tax Code. In the event the Debtors conclude that a transaction consummated pursuant to section 355, but not section 368(a)(1)(G), would result in materially different tax consequences than disclosed herein, the Debtors will update this summary appropriately or supplement the discussion in the Plan Supplement.

⁶⁴  Under the 2017 tax reform legislation commonly referred to as the tax cuts and jobs act (the “Tax Cut and Jobs Act”), interest deductions in excess of statutorily-defined limits are deferred under section 163(j) of the Tax Code unless and until a debt issuer has sufficient adjusted taxable income to be entitled to claim such deductions. It is unclear whether interest deductions that are deferred under section 163(j) are subject to reduction under section 108.

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Aggregate tax basis in assets (determined on an entity-by-entity basis, subject to the requirement that any reduction in the tax basis of subsidiary stock “tier down” and reduce the tax basis in the assets of such subsidiary) is not required to be reduced below the amount of the affected Reorganized Debtor’s indebtedness (determined on an entity-by-entity basis) immediately after the cancellation of debt giving rise to COD Income (the “Asset Tax Basis Floor”). Generally, all of an entity’s obligations that are treated as debt under general U.S. federal income tax principles (including intercompany debt treated as debt for U.S. federal income tax purposes) are taken into account in determining an entity’s Asset Tax Basis Floor.

The Treasury Regulations address the method and order for applying tax attribute reduction to the members of an affiliated group of corporations. Under these Treasury Regulations, the tax attributes of each member that is excluding COD Income are first subject to reduction (including any NOLs attributable to such member). To the extent the debtor member’s tax basis in stock of a lower-tier member of the affiliated group is reduced, a “look through rule” requires that a corresponding reduction be made to the tax attributes of the lower-tier member. If a debtor member’s excluded COD Income exceeds its tax attributes, the excess COD Income is applied to reduce certain remaining consolidated tax attributes of the affiliated group (including NOLs attributable to other members of the group). Any excess COD Income over the amount of available tax attributes is not subject to U.S. federal income tax and generally has no other U.S. federal income tax impact.

The amount of COD Income, if any, and, accordingly, the amount of tax attributes required to be reduced, will depend on the fair market value (or, in the case of debt instruments, the adjusted issue price) of various forms of consideration to be received by Holders of Claims under the Plan. These amounts cannot be known with certainty until after the Effective Date and, as a result, the total amount of attribute reduction as a result of the Plan cannot be determined until after the Effective Date. Nevertheless, the Debtors anticipate a material reduction in the tax attributes of the iHM Group (potentially including certain NOLs attributable to non-Debtor affiliates, including CCOH and its domestic subsidiaries) as a result of the consummation of the Plan.

(b) Limitation of NOL Carryforward and Other Tax Attributes

Under sections 382 and 383 of the Tax Code, if a corporation undergoes an “ownership change,” the amount of its surviving NOL carryovers, capital loss carryovers, tax credit carryovers, and certain other tax attributes (potentially including losses and deductions that have accrued economically but are unrecognized as of the date of the ownership change) of the Debtors allocable to periods before the Effective Date (collectively, the “Pre-Change Losses”) that may be utilized to offset future taxable income generally is subject to an annual limitation. The rules of section 382 of the Tax Code are complicated, but as a general matter, the Debtors anticipate that the distribution of the New iHeart Common Stock pursuant to the Plan will result in an “ownership change” of the Debtors for these purposes, and the CCOH Separation will result in an ownership change of CCOH for these purposes. As such, the ability of the Debtors and CCOH to use their Pre-Change Losses (if any) will be subject to limitation unless an exception to the general rules of section 382 of the Tax Code applies.

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(1) General Section 382 Annual Limitation

In general, the amount of the annual limitation to which a corporation that undergoes an “ownership change” would be subject is equal to the product of (a) the fair market value of the stock of the corporation immediately before the “ownership change” (with certain adjustments) multiplied by (b) the “long-term tax-exempt rate” (which is the highest of the adjusted federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the “ownership change” occurs).

If a corporation (or affiliated group) has a net unrealized built-in gain at the time of an ownership change (taking into account most assets and items of “built-in” income and deductions), then the section 382 limitation may be increased to the extent that the debtors recognize certain built-in gains in their assets during the five-year period following the ownership change, or are treated as recognizing built-in gains pursuant to the safe harbors provided in IRS Notice 2003-65. If a corporation (or affiliated group) has a net unrealized built-in loss at the time of an ownership change (taking into account most assets and items of “built-in” income and deductions), then generally built-in losses (including amortization or depreciation deductions attributable to such built-in losses) recognized during the following five years (up to the amount of the original net unrealized built-in loss) will be treated as Pre-Change Losses and similarly will be subject to the annual limitation. In general, a corporation’s (or affiliated group’s) net unrealized built-in gain or net unrealized built-in loss will be deemed to be zero unless it is greater than the lesser of (a) $10,000,000 or (b) 15% of the fair market value of its assets (with certain adjustments) before the ownership change.

Section 383 of the Tax Code applies a similar limitation to capital loss carryforwards and tax credits. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year.

Notwithstanding the rules described above, if post-ownership change, a debtor corporation and its subsidiaries do not continue the debtor corporation’s historic business or use a significant portion of its historic business assets in a new business for two years after the ownership change (the “Business Continuity Requirement”), the annual limitation resulting from the ownership change is zero.

As discussed below, special rules may apply in the case of a corporation that experiences an ownership change as the result of a bankruptcy proceeding.

(2) Special Bankruptcy Exceptions

An exception to the foregoing annual limitation rules generally applies when shareholders or so-called “qualified creditors” of a debtor corporation in chapter 11 receive, in respect of their claims, at least 50% of the vote and value of the stock of the reorganized debtor (or a controlling corporation if also in chapter 11) pursuant to a confirmed chapter 11 plan (the “382(l)(5) Exception”). Under the 382(l)(5) Exception, a debtor’s Pre-Change Losses are not limited on an annual basis, but, instead, NOL carryforwards will be reduced by the amount of any interest deductions claimed during the three taxable years preceding the taxable year that includes the effective date of the plan of reorganization, and during the part of the taxable year prior to and including the effective date of the plan of reorganization, in respect of all debt converted into stock in the reorganization. If the 382(l)(5) Exception applies, the Business Continuity Requirement does not apply, although a different business continuation requirement may apply under the Treasury Regulations. If the 382(l)(5) Exception applies and the Debtors undergo another “ownership change” within two years after the Effective Date, then the Debtors’ Pre-Change Losses effectively would be eliminated in their entirety.

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Where the 382(l)(5) Exception is not applicable to a corporation in bankruptcy (either because the debtor does not qualify for it or the debtor otherwise elects not to utilize the 382(l)(5) Exception), a second special rule will generally apply (the “382(l)(6) Exception”). Under the 382(l)(6) Exception, the annual limitation will be calculated by reference to the lesser of the value of the debtor corporation’s new stock (with certain adjustments) immediately after the ownership change or the value of such debtor corporation’s assets (determined without regard to liabilities) immediately before the ownership change. This differs from the ordinary rule that requires the fair market value of a debtor corporation that undergoes an “ownership change” to be determined before the events giving rise to the change. The 382(l)(6) Exception also differs from the 382(l)(5) Exception because under the 382(l)(6) Exception, the debtor corporation is not required to reduce its NOL carryforwards by the amount of interest deductions claimed within the prior three-year period, and the debtor may undergo an ownership change within two years without automatically triggering the elimination of its Pre-Change Losses. If the 382(l)(6) Exception applies, the Business Continuity Requirement discussed above also applies.

The Debtors have not determined whether they will be eligible for the 382(l)(5) Exception, and the Debtors do not anticipate that CCOH would be eligible for the 382(l)(5) Exception. In any case, the Debtors have tentatively concluded that, even if the 382(l)(5) Exception was available, the Debtors would affirmatively elect out of the 382(l)(5) Exception so that the 382(l)(6) Exception instead applies to the ownership change of the Debtors.

C. Certain U.S. Federal Income Tax Consequences to the Holders of Certain Claims or Interests

1. General Considerations

The following discussion summarizes certain U.S. federal income tax consequences of the implementation of the Plan to Holders of Claims or Interests who are U.S. Holders. U.S. Holders of Claims or Interests are urged to consult their tax advisors regarding the tax consequences of the Restructuring Transactions.

In general, the U.S. federal income tax treatment of Holders of Claims or Interests will depend, in part, on whether the receipt of consideration under the Plan qualifies as an exchange of stock or securities pursuant to a tax free reorganization or if, instead, the consideration under the Plan is treated as having been received in a fully taxable disposition. Whether the receipt of consideration under the Plan qualifies for reorganization treatment will depend on, among other things, (a) whether the Claim being exchanged constitutes a “security” and (b) whether the Debtor against which a Claim is asserted is the same entity that is issuing the consideration under the Plan or a “party to the reorganization” (in the case of the Tax-Free Separation).⁶⁵

⁶⁵  For U.S. federal income tax purposes, certain of iHC’s subsidiaries are treated as primary obligors with respect to certain Claims against iHC (the “Pushed-Down iHC Debt”). As discussed below, the treatment of Holders of Claims depends, in part, (a) in the context of a Taxable Separation, on whether the New Debt constitutes a security of the Debtor that a Claim is asserted against; and (b) in the context of a Tax-Free Separation, on whether the Debtor that a Claim is asserted against constitutes a “party to the reorganization.” The Plan further provides that, unless otherwise provided by the Plan Supplement, iHC is distributing consideration to Holders of Allowed Claims where such Claims are asserted against multiple entities (including iHC). It is unclear whether the Pushed-Down iHC Debt constitutes a “security” of iHC for purposes of the discussion below (and, accordingly, whether any consideration received on account of the Pushed-Down iHC Debt can be received pursuant to a “reorganization”). Although not free from doubt, the Debtors currently intend to take the position that the Pushed-Down iHC Debt constitutes a “security” of iHC (because iHC is a co-obligor on such debt) for purposes of applying the rules below. The Debtors intend to take this position without regard to whether distributions on account of the Pushed-Down iHC Debt are made by iHC directly, or, to the extent provided by the Restructuring Transactions Memorandum, by the relevant subsidiary. The rest of this discussion assumes such treatment is appropriate.

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Neither the Tax Code nor the Treasury Regulations promulgated thereunder define the term “security.” Whether a debt instrument constitutes a “security” for U.S. federal income tax purposes is determined based on all the relevant facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important factor in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable, or contingent, and whether such payments are made on a current basis or accrued. The Debtors have not yet made any determinations regarding the treatment of any particular Claim or Interest as a security under U.S. federal income tax law.

The character of any gain or loss recognized by a U.S. Holder as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the Holder, the nature of the Claim in such Holder’s hands, whether the Claim constitutes a capital asset in the hands of the Holder, whether the Claim was purchased at a discount, and whether and to what extent the Holder has previously claimed a bad debt deduction with respect to its Claim. If recognized gain is capital gain, it generally would be long term capital gain if the Holder held its Claim or Interest for more than one year at the time of the exchange. The deductibility of capital losses is subject to certain limitations as discussed below.

2. Consequences to Holders of Allowed Overall Term Loan / 2019 PGN Claims (Composed of Class 4 Claims and Certain Holders of Class 7E Claims and Class 7F Claims).

Pursuant to the Plan, each Holder of an Allowed Secured Term Loan / 2019 PGN Claim, who will also be (i) a Holder of an Allowed Guarantor Unsecured Claim (Other than an Exchange 11.25% PGN Claim) Against Guarantor Debtors Other Than CCH and the TTWN Debtors on account of a Term Loan / PGN Deficiency Claim that is a Term Loan Credit Agreement Claim or a 9.0% PGN Due 2019 Claim and (ii) a Holder of an Allowed Guarantor Unsecured Claim Against CCH on account of a Term Loan / PGN Deficiency Claim that is a Term Loan Credit Agreement Claim or a 9.0% PGN Due 2019 Claim (collectively, an “Overall Term Loan / 2019 PGN Claim”), shall receive its Pro Rata share of: (a) Special Warrants, New iHeart Common Stock, or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism; (b) New Debt; (c) Cash; and (d), in such Holder’s capacity as a Holder of an Allowed Guarantor Unsecured Claim Against CCH, CCOH Interests.⁶⁶

Pursuant to the Plan, any recovery received on account of an Overall Term Loan / 2019 PGN Claims, regardless of whether such recovery is attributable to a Holder’s membership in Class 4, Class 7E, or Class 7F, shall, unless otherwise provided by the Restructuring Transactions Memorandum, be received directly from iHC, and no subrogation or contribution claim shall arise in favor of any subsidiary of iHC in connection with such distribution. Accordingly, the Debtors intend to take the position that, for U.S. federal income tax purposes, Holders of such Claims will be treated as receiving a distribution solely from iHC (or the entity treated as making the distribution, as provided by the Restructuring Transactions Memorandum), and not in satisfaction of any subsidiary guarantee, and all consideration will be subject to a single analysis.

⁶⁶  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Claims will receive beneficial interests in the FCC Trust.

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The discussion immediately below assumes that the FCC Trust is not utilized. The U.S. federal income tax consequences of a Holder’s receipt of beneficial interests in the FCC Trust are discussed separately in “FCC Trust” below.

(a) Tax-Free Separation

In the event the CCOH Separation occurs pursuant to the Tax-Free Separation, if an Overall Term Loan / 2019 PGN Claim constitutes a “security” of iHC, then the exchange of such Claim is generally expected to be treated as a reorganization. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or original issue discount (“OID”)), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value (or issue price, in the case of any debt instruments) of all of the consideration, including Cash, received minus the U.S. Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or issue price of debt instruments) of “other property” received that is not permitted to be received under sections 355 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC or a party to the reorganization, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for any such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Tax-Free Separation and an Overall Term Loan / 2019 PGN Claim does not constitute a “security” of iHC, then the exchange of such Claim generally should be treated as a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the non-Cash consideration should begin on the day following the receipt of such property.

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See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

(b) Taxable Separation

In the event the CCOH Separation occurs pursuant to the Taxable Separation, if an Overall Term Loan / 2019 PGN Claim and the New Debt each constitutes a “security” of iHC, then the exchange of such Claim may qualify as a recapitalization under the Tax Code. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or the issue price of debt instruments) of “other property” received that is not permitted to be received under sections 354 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Taxable Separation and either an Overall Term Loan / 2019 PGN Claim or the New Debt received in exchange therefor does not constitute a “security” of iHC, then a U.S. Holder of an Overall Term Loan / 2019 PGN Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the non-Cash consideration should begin on the day following the receipt of such property.

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See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

3. Consequences to Holders of Allowed Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claims (Composed of Class 5A Claims and Certain Holders of Class 7E Claims and Class 7F Claims)

Pursuant to the Plan, each Holder of an Allowed Secured Non-9.0% PGN Due 2019 Claim that is not a Secured Exchange 11.25% PGN Claim, who will also be (i) a Holder of an Allowed Guarantor Unsecured Claim Against Guarantor Debtors Other Than CCH and the TTWN Debtors on account of a Term Loan / PGN Deficiency Claim that is a Non-9.0% PGN Due 2019 Claim and that is not a Secured Exchange 11.25% PGN Claim, and (ii) a Holder of an Allowed Guarantor Unsecured Claim Against CCH on account of a Term Loan / PGN Deficiency Claim that is a Non-9.0% PGN Due 2019 Claim and that is not a Secured Exchange 11.25% PGN Claim (collectively, an “Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim”), shall receive its Pro Rata share of (a) Special Warrants, New iHeart Common Stock, or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism, (b) New Debt; (c) Cash; and (d), in such Holder’s capacity as a Holder of an Allowed Guarantor Unsecured Claim Against CCH, CCOH Interests.⁶⁷

Pursuant to the Plan, any recovery received on account of an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim, regardless of whether such recovery is attributable to a Holder’s membership in Class 5A, Class 7E, or Class 7F, shall, unless otherwise provided by the Restructuring Transactions Memorandum, be received directly from iHC, and no subrogation or contribution claim shall arise in favor of any subsidiary of iHC in connection with such distribution. Accordingly, the Debtors intend to take the position that, for U.S. federal income tax purposes, Holders of such Claims will be treated as receiving a distribution solely from iHC (or the entity treated as making the distribution, as provided by the Restructuring Transactions Memorandum), and not in satisfaction of any subsidiary guarantee, and all consideration will be subject to a single analysis.

The discussion immediately below assumes that the FCC Trust is not utilized. The U.S. federal income tax consequences of a Holder’s receipt of beneficial interests in the FCC Trust are discussed separately in “FCC Trust” below.

(a) Tax-Free Separation

In the event the CCOH Separation occurs pursuant to a Tax-Free Separation, if an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim constitutes a “security” of iHC, then the exchange of such Claim is generally expected to be treated as part of a reorganization. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or issue price of debt instruments) of “other property” received that is not permitted to be received under sections 355 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC or a party to the reorganization, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

⁶⁷  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Claims will receive beneficial interests in the FCC Trust.

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With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Tax-Free Separation and an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim does not constitute a “security” of iHC, then the exchange of such Claim is generally expected to be treated as a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis, if any, in such a Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the non-Cash consideration (or OID) should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

(b) Taxable Separation

In the event the CCOH Separation occurs pursuant to the Taxable Separation, if an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim and the New Debt each constitutes a “security” of iHC, then the exchange of such Claim may qualify as a recapitalization under the Tax Code. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or issue price of debt instruments) of “other property” received that is not permitted to be received under sections 354 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

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With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for any such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Taxable Separation and either an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim or the New Debt received in exchange therefor does not constitute a “security” of iHC, then a U.S. Holder of an Overall Non-9.0% and Non-Exchange 11.25% PGN Due 2019 Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of such non-Cash consideration should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

4. Consequences to Holders of Allowed Overall Exchange 11.25% PGN Claims (Composed of Class 5B Claims and Certain Holders of Class 7F Claims)

Pursuant to the Plan, each Holder of an Allowed Secured Exchange 11.25% PGN Claim, who will also be a Holder of an Allowed Guarantor Unsecured Claim Against CCH on account of a Term Loan / PGN Deficiency Claim that is a Secured Exchange 11.25% PGN Claim (collectively, an “Overall Exchange 11.25% PGN Claim”), shall receive its Pro Rata share of (a) Special Warrants, New iHeart Common Stock, or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism, (b) New Debt; (c) Cash; and (d), in such Holder’s capacity as a Holder of an Allowed Guarantor Unsecured Claim Against CCH, CCOH Interests.⁶⁸

⁶⁸  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Claims will receive beneficial interests in the FCC Trust.

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Pursuant to the Plan, any recovery received on account of an Overall Exchange 11.25% PGN Claim, regardless of whether such recovery is attributable to a Holder’s membership in Class 5B or Class 7F, shall, unless otherwise provided by the Restructuring Transactions Memorandum, be received directly from iHC, and no subrogation or contribution claim shall arise in favor of any subsidiary of iHC in connection with such distribution. Accordingly, the Debtors intend to take the position that, for U.S. federal income tax purposes, Holders of such Claims will be treated as receiving a distribution solely from iHC (or the entity treated as making the distribution, as provided by the Restructuring Transactions Memorandum), and not in satisfaction of any subsidiary guarantee, and all consideration will be subject to a single analysis.

The discussion immediately below assumes that the FCC Trust is not utilized. The U.S. federal income tax consequences of a Holder’s receipt of beneficial interests in the FCC Trust are discussed separately in “FCC Trust” below.

(a) Tax-Free Separation

In the event the CCOH Separation occurs pursuant to a Tax-Free Separation, if an Overall Exchange 11.25% PGN Claim constitutes a “security” of iHC, then the exchange of such Claim is generally expected to be treated as part of a reorganization. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or issue price of debt instruments) of “other property” received that is not permitted to be received under sections 355 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC or a party to the reorganization, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Tax-Free Separation and an Overall Exchange 11.25% PGN Claim does not constitute a “security” of iHC, then the exchange of such Claim is generally expected to be treated as a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

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The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the non-Cash consideration (or OID) should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

(b) Taxable Separation

In the event the CCOH Separation occurs pursuant to the Taxable Separation, if an Overall Exchange 11.25% PGN Claim and the New Debt each constitutes a “security” of iHC, then the exchange of such Claim may qualify as a recapitalization under the Tax Code. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or issue price of debt instruments) of “other property” received that is not permitted to be received under sections 354 and 356 of the Tax Code without the recognition of gain.

With respect to the non-Cash consideration that is treated as a “stock or security” of iHC, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

With respect to all other non-Cash consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for any such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

If the CCOH Separation occurs pursuant to the Taxable Separation and either an Overall Exchange 11.25% PGN Claim or the New Debt received in exchange therefor does not constitute a “security” of iHC, then a U.S. Holder of an Overall Exchange 11.25% PGN Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the non-Cash consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the non-Cash consideration as of the receipt of such property.

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The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of such non-Cash consideration should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

5. Consequences to Holders of Class 6 Claims

Pursuant to the Plan, each Holder of an Allowed iHC 2021 / Legacy Notes Claim⁶⁹ shall receive its Pro Rata share of (a) Special Warrants, New iHeart Common Stock or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism and (b) New Debt.⁷⁰

The discussion immediately below assumes that the FCC Trust is not utilized. The U.S. federal income tax consequences of a Holder’s receipt of beneficial interests in the FCC Trust are discussed separately in “FCC Trust” below.

If an iHC 2021 / Legacy Notes Claim and the New Debt each constitutes a “security” of iHC, then the exchange of such Claim is generally expected to be treated as a recapitalization under the Tax Code. Other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim should recognize gain (but not loss), to the extent of the lesser of (a) the amount of gain realized from the exchange (generally equal to the fair market value of all of the consideration, including Cash, received minus the Holder’s adjusted basis, if any, in the Claim) or (b) the Cash and the fair market value (or the issue price of debt instruments) of “other property” received that is not permitted to be received under sections 354 and 356 of the Tax Code without the recognition of gain.

With respect to consideration that is treated as a “stock or security” of iHC, U.S. Holders should obtain a tax basis in such property, other than any such amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to (a) the tax basis of the Claim surrendered, less (b) the Cash received, plus (c) gain recognized (if any). The holding period for such property should include the holding period for the surrendered Claims.

With respect to all other consideration received, U.S. Holders should obtain a tax basis in such property, other than any amounts treated as received in satisfaction of accrued but untaxed interest (or OID), equal to the property’s fair market value as of the date such property is distributed to such U.S. Holder. The holding period for any such property should begin on the day following the receipt of such property.

The tax basis of any non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period for the non-Cash consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should not include the holding period of the debt instrument constituting the surrendered Claim, and should begin on the day following the receipt of such property.

⁶⁹  Under the Plan, all distributions on account of 2021 Notes Claims in Class 7E, which recoveries otherwise would have been treated as recoveries received from iHC, shall be distributed to Holders of Allowed Term Loan/PGN Deficiency Claims that are not Intercompany Notes Claims pursuant to the 2021 Notes Indenture. Although not free from doubt, the Debtors believe that, for U.S. federal income tax purposes, Holders of Allowed iHC 2021/Legacy Notes Claims should not be treated as ever receiving amounts that are subject to this turnover requirement.

⁷⁰  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Claims will receive beneficial interests in the FCC Trust.

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If either a iHC 2021 / Legacy Notes Claim or the New Debt received in exchange therefor does not constitute a “security” of iHC, then a U.S. Holder of an iHC 2021 / Legacy Notes Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the consideration as of the receipt of such property.

The tax basis of any consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the consideration should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

6. Consequences to Certain Holders of Class 7D Claims

Pursuant to the Plan, each Holder of an Allowed iHC Unsecured Claim⁷¹ shall receive its Pro Rata share of Cash.

A U.S. Holder of an Allowed iHC Unsecured Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such Claim would recognize gain or loss equal to the difference between (a) the amount of the Cash received and (b) such U.S. Holder’s adjusted basis in such Claim.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

⁷¹  The U.S. federal income tax consequences discussed in this section do not apply to Holders of iHC Unsecured Claims that are Term Loan / PGN Deficiency Claims against iHC. Such Holders have agreed to waive their recoveries with respect of their Class 7D Claims.

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7. Consequences to Certain Holders of Class 7E Claims

Pursuant to the Plan, each Holder of an Allowed Guarantor Unsecured Claim (Other than an Exchange 11.25% PGN Claim) Against Guarantor Debtors Other Than CCH and the TTWN Debtors⁷² shall receive its Pro Rata share of (a) Special Warrants, New iHeart Common Stock or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism and (b) New Debt.⁷³ The discussion in this section does not apply to Holders of Guarantor Unsecured Claims (Other than an Exchange 11.25% PGN Claim) Against Guarantor Debtors Other Than CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against Guarantor Debtors other than CCH and the TTWN Debtors, the treatment of which is discussed in other sections.

A U.S. Holder of a Guarantor Unsecured Claim (Other than an Exchange 11.25% PGN Claim) Against Guarantor Debtors Other than CCH and the TTWN Debtors (other than such Holders addressed in other sections, as discussed in footnote 63) is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the consideration as of the receipt of such property.

The tax basis of any consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the consideration should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

8. Consequences to Certain Holders of Class 7F Claims

Pursuant to the Plan, each Holder of an Allowed Guarantor Unsecured Claim Against CCH shall receive its Pro Rata share of CCOH Interests.⁷⁴ The discussion in this section does not apply to Holders of Guarantor Unsecured Claims Against CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against iHC, the treatment of which is discussed in other sections.

⁷²  The U.S. federal income tax consequences to Holders of Allowed Guarantor Unsecured Claims Against Guarantor Debtors Other than CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against iHC are not addressed in this section. Certain U.S. federal income tax consequences of the implementation of the Plan to Holders of Allowed Guarantor Unsecured Claims Against Guarantor Debtors Other than CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against iHC are addressed above in Article XIII.C.2 and Article XIII.C.3, as applicable, of this Disclosure Statement, depending on whether the Allowed Guarantor Unsecured Claim Against Guarantor Debtors Other than CCH and the TTWN Debtors is on account of (i) a Term Loan / PGN Deficiency Claim that is a Term Loan Credit Agreement Claim or a 9.0% PGN Due 2019 Claim or (ii) a Term Loan / PGN Deficiency Claim that is a Non-9.0% PGN Due 2019 Claim and that is not a Secured Exchange 11.25% PGN Claim, respectively.

⁷³  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Claims will receive beneficial interests in the FCC Trust.

⁷⁴  The U.S. federal income tax consequences to Holders of Allowed Guarantor Unsecured Claims Against CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against iHC are not addressed in this section. Certain U.S. federal income tax consequences of the implementation of the Plan to Holders of Allowed Guarantor Unsecured Claims Against Guarantor Debtors Other than CCH and the TTWN Debtors that are Term Loan / PGN Deficiency Claims against iHC are addressed above in Article XIII.C.2, Article XIII.C.3, and Article XIII.C.4, as applicable, of this Disclosure Statement, depending on whether the Allowed Guarantor Unsecured Claim Against Guarantor Debtors Other than CCH and the TTWN Debtors is on account of (i) a Term Loan / PGN Deficiency Claim that is a Term Loan Credit Agreement Claim or a 9.0% PGN Due 2019 Claim, (ii) a Term Loan / PGN Deficiency Claim that is a Non-9.0% PGN Due 2019 Claim, or (iii) a Term Loan / PGN Deficiency Claim that is a Secured Exchange 11.25% PGN Claim, respectively.

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A U.S. Holder of a Guarantor Unsecured Claim Against CCH (other than such Holders addressed in other sections, as discussed in footnote 65) is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code.⁷⁵ Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such a Claim would recognize gain or loss equal to the difference between (a) the sum of the Cash and the fair market value (or issue price, in the case of debt instruments) of the consideration received and (b) such U.S. Holder’s adjusted basis in such Claim.

Such U.S. Holder should obtain a tax basis in the consideration received, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), equal to the fair market value of the consideration as of the receipt of such property.

The tax basis of any consideration treated as received in satisfaction of accrued but untaxed interest (or OID) should equal the amount of such accrued but untaxed interest (or OID). The holding period of the consideration should begin on the day following the receipt of such property.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

9. Consequences to Holders of Class 7G Claims

Pursuant to the Plan, each Holder of an Allowed Convenience Claim shall receive its Pro Rata share of Cash.

A U.S. Holder of an Allowed Convenience Claim is generally expected to be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the Tax Code. Accordingly, other than with respect to any amounts received that are attributable to accrued but untaxed interest (or OID), a U.S. Holder of such Claim would recognize gain or loss equal to the difference between (a) the amount of the Cash received and (b) such U.S. Holder’s adjusted basis in such Claim.

See discussion below regarding the extent to which any consideration should be treated as attributable to accrued interest (or OID).

10. Consequences to Holders of Class 9 Interests

Pursuant to the Plan, each Holder of an Allowed iHeart Interest shall receive its Pro Rata share of Special Warrants, New iHeart Common Stock or a combination of Special Warrants and New iHeart Common Stock, as determined in accordance with the Equity Allocation Mechanism.⁷⁶

The discussion immediately below assumes that the FCC Trust is not utilized. The U.S. federal income tax consequences of a Holder’s receipt of beneficial interests in the FCC Trust are discussed separately in “FCC Trust” below.    

⁷⁵  Taxable exchange treatment under section 1001 of the Tax Code is expected because the Debtors anticipate that any such Claims would not constitute “securities.”

⁷⁶  In lieu of the Special Warrants and/or New iHeart Common Stock, in the event the FCC Trust is utilized, Holders of Allowed Interests will receive beneficial interests in the FCC Trust.

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A U.S. Holder of an Allowed iHeart Interest is generally expected to be treated as receiving its distribution under the Plan in a recapitalization under the Tax Code. A U.S. Holder of such an Interest should not recognize any gain or loss.⁷⁷

A U.S. Holder should obtain a tax basis in the Special Warrants or New iHeart Common Stock, as applicable, equal to the tax basis of the surrendered Interest. The holding period for the Special Warrants or New iHeart Common Stock, as applicable, should include the holding period for the surrendered Interest.

11. FCC Trust

In the event the FCC Trust is utilized, the Debtors anticipate that rather than immediately receiving New iHeart Common Stock or Special Warrants, as applicable, Holders of applicable Claims and Interests would initially receive beneficial interests in the FCC Trust which would, in turn, hold New iHeart Common Stock and Special Warrants. For all federal income tax purposes, the Debtors intend that, other than with respect to any assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, (a) the FCC Trust be classified as a “liquidating trust” under section 301.7701-4(d) of the Treasury Regulations and qualify as a “grantor trust” under section 671 of the Tax Code and (b) any beneficiaries of the FCC Trust will be treated as grantors and deemed owners thereof. Accordingly, for all United States federal income tax purposes, it is intended that any beneficiaries of the FCC Trust be treated as if they had received a distribution of an undivided interest in the assets of the FCC Trust (i.e., the New iHeart Common Stock and/or Special Warrants) and then contributed such undivided interest to the FCC Trust. In the event the FCC Trust is implemented, the trustees of the FCC Trust (the “FCC Trustees”) shall, in an expeditious but orderly manner, make timely distributions to beneficiaries of the FCC Trust pursuant to the Plan and the FCC Trust Agreement and not unduly prolong its duration. The FCC Trust shall not be deemed a successor in interest of the Debtors for any purpose other than as specifically set forth herein or in the FCC Trust Agreement.

Other than with respect to any assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, the treatment of the deemed transfer of assets to applicable Claims and Interests prior to the contribution of such assets to the FCC Trust should generally be consistent with the treatment described above with respect to the receipt of the applicable assets directly.

Other than with respect to any assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, no entity-level tax should be imposed on the FCC Trust with respect to earnings generated by the assets held by them. Each beneficiary must report on its federal income tax return its allocable share of income, gain, loss, deduction and credit, if any, recognized or incurred by the FCC Trust, even if no distributions are made. Allocations of taxable income with respect to the FCC Trust shall be determined by reference to the manner in which an amount of Cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein) if, immediately before such deemed distribution, the FCC Trust had distributed all of its other assets (valued for this purpose at their tax book value) to the beneficiaries, taking into account all prior and concurrent distributions from the FCC Trust. Similarly, taxable losses of the FCC Trust will be allocated by reference to the manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining assets. The tax book value of the assets for this purpose shall equal their respective fair market values on the Effective Date or, if later, the date such assets were acquired, adjusted in either case in accordance with the tax accounting principles prescribed by the applicable provisions of the Tax Code, Treasury Regulations and other applicable administrative and judicial authorities and pronouncements.

⁷⁷  Alternatively, for U.S. federal income tax purposes, a Holder of an Allowed iHeart Interest may be treated as simply continuing to hold their existing Interest, subject to dilution by the Special Warrants and New iHeart Common Stock being issued pursuant to the Plan. In such case, there should be no U.S. federal income tax consequences to the Holder of such Interest.

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The character of items of income, gain, loss, deduction and credit to any Holder of a beneficial interest in the FCC Trust, and the ability of such Holder to benefit from any deductions or losses, may depend on the particular circumstances or status of the Holder. Taxable income or loss allocated to a beneficiary should be treated as income or loss with respect to the interest of such beneficiary in the FCC Trust and not as income or loss with respect to such beneficiary’s applicable Claim or Interest. In the event any tax is imposed on the FCC Trust, the FCC Trustees shall be responsible for payment, solely out of the assets of the FCC Trust of any taxes imposed on the FCC Trust.

The FCC Trustees shall be liable to prepare and provide to, or file with, the appropriate taxing authorities and other required parties such notices, tax returns and other filings, including all federal, state and local tax returns as may be required under the Bankruptcy Code, the Plan or by other applicable law, including, if required under applicable law, notices required to report interest or dividend income. The FCC Trustees will file tax returns pursuant to section 1.671-4(a) of the Treasury Regulations on the basis that the FCC Trust is a “liquidating trust” within the meaning of section 301.7701-4(d) of the Treasury Regulations and related Treasury Regulations. As soon as reasonably practicable after the close of each calendar year, the FCC Trustees will send each affected beneficiary a statement setting forth such beneficiary’s respective share of income, gain, deduction, loss and credit for the year, and will instruct the Holder to report all such items on its tax return for such year and to pay any tax due with respect thereto.

With respect to any of the assets of the FCC Trust that are subject to potential disputed claims of ownership or uncertain distributions, the Debtors intend that such assets will be subject to disputed ownership fund treatment under Section 1.468B-9 of the Treasury Regulations, that any appropriate elections with respect thereto shall be made, and that such treatment will also be applied to the extent possible for state and local tax purposes. Under such treatment, a separate federal income tax return shall be filed with the IRS for any such account. Any taxes (including with respect to interest, if any, earned in the account) imposed on such account shall be paid out of the assets of the respective account (and reductions shall be made to amounts disbursed from the account to account for the need to pay such taxes). To the extent property is not distributed to U.S. Holders of applicable Claims or Interests on the Effective Date but, instead, is transferred to any such account, although not free from doubt, U.S. Holders should not recognize any gain or loss on the date that the property is so transferred. Instead, gain or loss should be recognized when and to the extent property is actually distributed to such U.S. Holders.

To the extent that a U.S. Holder receives distributions with respect to a Claim or Interest subsequent to the Effective Date, such U.S. Holder may recognize additional gain (if such U.S. Holder is in a gain position), and a portion of such distribution may be treated as imputed interest income. In addition, it is possible that the recognition of any loss realized by a U.S. Holder may be deferred until all payments have been made out of any such account. U.S. Holders are urged to consult their tax advisors regarding the possible application (and the ability to elect out) of the “installment method” of reporting any gain that may be recognized by such U.S. Holders in respect of their Claims or Interests due to the receipt of property in a taxable year subsequent to the taxable year in which the Effective Date occurs. The discussion herein assumes that the installment method does not apply.

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12. Disputed Claims Reserve

On the Effective Date, the Debtors shall establish one or more reserves of New Debt for any Disputed Claim or Disputed Interest existing as of the Effective Date, which reserve(s) shall be administered by the Reorganized Debtors or the Disbursing Agent, as applicable. After the Effective Date, the Reorganized Debtors or the Disbursing Agent shall hold such New Debt in such reserve(s) in trust for the benefit of the Holders of Claims and Interests ultimately determined to be Allowed after the Effective Date. The Reorganized Debtors or the Disbursing Agent shall distribute such amounts (net of any expenses, including any taxes relating thereto), as provided in the Plan, as such Claims and Interests are resolved by a Final Order or agreed to by settlement, and such amounts will be distributable on account of such Claims and Interests as such amounts would have been distributable had such Claims and Interests been Allowed Claims and Allowed Interests as of the Effective Date under Article III of the Plan solely to the extent of the amounts available in the applicable reserve(s).

The Debtors, the Reorganized Debtors, and CCH will distribute to Holders of Allowed Claims and Interests any New iHeart Common Stock, Special Warrants, beneficial interests in the FCC Trust (if the FCC Trust is utilized as described in the Plan), or CCOH Interests (as applicable) when such Disputed Claims or Disputed Interests are Allowed pursuant to Article VII of the Plan.

The Debtors intend to (i) treat the Disputed Claims Reserve as a “disputed ownership fund” governed by Treasury Regulations section 1.468B-9 (and make any appropriate elections) and (ii) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. In general, property that is subject to disputed ownership fund treatment is subject to taxation within the fund (either at C-corporation or trust rates, depending on the nature of the assets held by the fund). Unlike a grantor trust, items of taxable income, gain, loss, and deduction do not flow up from such fund to the parties that may be entitled to assert a claim against such fund. Under disputed ownership fund treatment, a separate federal income tax return shall be filed with the IRS for the Disputed Claims Reserve with respect to any income attributable to the account, and any taxes imposed on the Disputed Claims Reserve or its assets shall be paid out of the assets of the Disputed Claims Reserve.

Although not free from doubt, U.S. Holders should not recognize any gain or loss on the date that the assets of the Disputed Claims Reserve are transferred by the Debtors to the Disputed Claims Reserve, but should recognize gain or loss in an amount equal to: (i) the amount of Cash and fair value of property actually distributed to such U.S. Holder from the Disputed Claims Reserve, less (ii) the U.S. Holder’s adjusted tax basis of its Claim or Interest when and to the extent Cash or other property is actually distributed to such U.S. Holder. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the U.S. Holder, the nature of the Claim or Interest in such U.S. Holder’s hands, whether the Claim was purchased at a discount, and whether and to what extent the U.S. Holder previously has claimed a bad debt deduction with respect to its Claim.

To the extent that a U.S. Holder of a Disputed Claim or Disputed Interest receives distributions of Cash or other property with respect to such Claim or Interest subsequent to the Effective Date, such Holder may recognize additional gain (if such Holder is in a gain position) and a portion of such Cash or other property may be treated as imputed interest income. In addition, it is possible that the recognition of any loss realized by a U.S. Holder may be deferred until all payments have been made out of the Disputed Claims Reserve to all Holders of Disputed Claims or Disputed Interests. U.S. Holders are urged to consult their tax advisors regarding the possible application (and the ability to elect out) of the “installment method” of reporting any gain that may be recognized by such Holders in respect of their Claims or Interests due to the receipt of Cash or other property in a taxable year subsequent to the taxable year in which the Effective Date occurs. The discussion herein assumes that the installment method does not apply.

The timing of the inclusion of income may be subject to alteration for accrual method U.S. Holders that prepare “applicable financial statements” (as defined in Section 451 of the Tax Code), which may require the inclusion of income no later than the time such amounts are reflected on such financial statement.

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13. Accrued Interest and OID

A portion of the consideration received by Holders of Allowed Claims may be attributable to accrued interest or OID on such Claims. Such amounts should be taxable to that U.S. Holder as interest income if such accrued interest or OID has not been previously included in the Holder’s gross income for U.S. federal income tax purposes. Conversely, U.S. Holders of Claims may be able to recognize a deductible loss to the extent any accrued interest or OID on the Claims was previously included in the U.S. Holder’s gross income but was not paid in full by the Debtors.

If the fair value of the consideration is not sufficient to fully satisfy all principal and interest or OID on Allowed Claims, the extent to which such consideration will be attributable to accrued interest or OID is unclear. Under the Plan, the aggregate consideration to be distributed to Holders of Allowed Claims in each Class will be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest or OID that accrued on such Claims, if any. Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan is binding for U.S. federal income tax purposes, while certain Treasury Regulations generally treat payments as allocated first to any accrued but unpaid interest or OID and then as a payment of principal. The IRS could take the position that the consideration received by the U.S. Holder should be allocated in some way other than as provided in the Plan.

14. Market Discount

Under the “market discount” provisions of sections 1276 through 1278 of the Tax Code, some or all of any gain realized by a U.S. Holder of a Claim who exchanges the Claim for an amount may be treated as ordinary income (instead of capital gain), to the extent of the amount of “market discount” on the debt instruments constituting the exchanged Claim. In general, a debt instrument is considered to have been acquired with “market discount” if it is acquired other than on original issue and if its U.S. Holder’s adjusted tax basis in the debt instrument is less than (a) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or (b) in the case of a debt instrument issued with OID, its adjusted issue price, in each case, by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity).

Any gain recognized by a U.S. Holder on the taxable disposition of Allowed Claims (determined as described above) that were acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while the Allowed Claims were considered to be held by the U.S. Holder (unless the U.S. Holder elected to include market discount in income as it accrued). To the extent that any Allowed Claims that had been acquired with market discount are exchanged in a tax-free or other reorganization transaction for other property (as may occur here), any market discount that accrued thereon but was not recognized by the U.S. Holder may be required to be carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption, or other disposition of such property may be treated as ordinary income to the extent of the accrued but unrecognized market discount with respect to the exchanged debt instrument.

15. Issue Price

The determination of “issue price” for purposes of the analysis herein will depend, in part, on whether the debt instruments and other property issued to a Holder or the property surrendered under the Plan are traded on an “established securities market” at any time during the 60-day period ending 30 days after the Effective Date. In general, a debt instrument (or the stock or securities exchanged therefor) will be treated as traded on an established market if (a) it is listed on (i) a qualifying national securities exchange,

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(ii) certain qualifying interdealer quotation systems, or (iii) certain qualifying non-U.S. securities exchanges; (b) it appears on a system of general circulation that provides a reasonable basis to determine fair market value; or (c) in certain situations the price quotations are readily available from dealers, brokers or traders. The issue price of a debt instrument that is traded on an established market (or that is issued for stock or securities so traded) would be the fair market value of such debt instrument (or such stock or securities so traded) on the issue date as determined by such trading. The issue price of a debt instrument that is neither so traded nor issued for stock or securities so traded would be its stated principal amount (provided that the interest rate on the debt instrument exceeds the applicable federal rate published by the IRS).

Where, as here, creditors receiving debt instruments are also receiving other property in exchange for their Claims (i.e., New iHeart Common Stock and/or Special Warrants, CCOH Interests and, potentially, Cash), the “investment unit” rules also apply to the determination of the issue price for any debt instrument received in exchange for their Claims. In general, if all of the components (other than Cash) of the “investment unit” are publicly traded (as described above), then the issue price of the investment unit, as a whole, is determined by summing the market value of each of the components of the “investment unit,” and then allocating the issue price of the investment unit to each of the investment unit’s components on the basis of the investment unit’s fair market value. In the event that some, but not all, of the property composing the “investment unit” is publicly traded, then the application of the investment unit rules is somewhat unclear. If the Claims being exchanged for the investment unit are publicly traded prior to the exchange, the trading value of such Claims may set the issue price for the investment unit, with such issue price being allocated among the components of the investment unit. Alternatively, some practitioners take the view that under such circumstances, if the new debt instrument is publicly traded, the trading price of the new debt instrument controls the issue price of the new debt instrument, without regard to the potential application of the investment unit rules.

In general, Holders of Claims must follow the Debtors’ determination of issue price under the investment unit rules, unless such Holder specifically discloses its disagreement with such determination in connection with the Holder’s filing of its tax return. The Debtors will publish their determination of the issue price in accordance with applicable Treasury Regulations.

D. Ownership and Disposition of CCOH Interests

1. Taxation of CCOH Distributions

If CCOH makes distributions with respect to the CCOH Interests received pursuant to the Plan, the distributions will generally be includable as ordinary dividend income on the day on which the dividends are actually or constructively received by a U.S. Holder to the extent paid out of current earnings and profits or earnings and profits accumulated as of the end of the prior year of CCOH. A distribution in excess of such current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent, and in reduction, of the U.S. Holder’s adjusted tax basis in the CCOH Interests, and as a capital gain to the extent it exceeds the U.S. Holder’s adjusted tax basis in such stock. Non-corporate U.S. Holders may be eligible for reduced rates of taxation on dividends. Dividends paid to corporate U.S. Holders will generally be eligible for the dividends-received deduction, subject to applicable restrictions.

2. Taxation of Sale, Exchange or other Taxable Disposition of CCOH Interests

A U.S. Holder will generally recognize gain or loss for U.S. federal income tax purposes, upon the sale, exchange or other taxable disposition of CCOH Interests equal to the difference, if any, between (i) the amount realized from such sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in the CCOH Interests. Subject to the treatment of any accrued market discount on the surrendered

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Claim that, as discussed above, carried over to the CCOH Interests, such gain or loss will be capital gain or loss and will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the CCOH Interests exceeds one year. Under current U.S. federal income tax law, certain non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax on long-term capital gains. The deductibility of capital losses is subject to limitations.

E. Ownership and Disposition of New iHeart Common Stock

1. Taxation of iHM Distributions

If iHM makes distributions with respect to the New iHeart Common Stock, the distributions will generally be includable as ordinary dividend income on the day on which the dividends are actually or constructively received by a U.S. Holder to the extent paid out of iHM’s current earnings and profits or earnings and profits accumulated as of the end of the prior year. A distribution in excess of such current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent, and in reduction, of the U.S. Holder’s adjusted tax basis in the New iHeart Common Stock and as a capital gain to the extent it exceeds the U.S. Holder’s adjusted tax basis. Non-corporate U.S. Holders may be eligible for reduced rates of taxation on dividends. Dividends paid to corporate U.S. Holders will generally be eligible for the dividends-received deduction, subject to applicable restrictions.

2. Taxation of Sale, Exchange or other Taxable Disposition of New iHeart Common Stock

A U.S. Holder will generally recognize gain or loss for U.S. federal income tax purposes, upon the sale, exchange or other taxable disposition of the New iHeart Common Stock equal to the difference, if any, between (i) the amount realized from such sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in the New iHeart Common Stock. Subject to the treatment of any accrued market discount on the surrendered Claim that carried over to the New iHeart Common Stock, such gain or loss will be capital gain or loss and will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the New iHeart Common Stock exceeds one year. Under current U.S. federal income tax law, certain non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax on long-term capital gains. The deductibility of capital losses is subject to limitations.

F. Ownership and Disposition of Special Warrants

1. Tax Treatment of Special Warrants

Relying on a United States Supreme Court decision in Commissioner v. Court Holding Company, 324 U.S. 331 (1945), which held that the substance of a transaction and not its form will determine the federal income tax consequences of the transaction, the IRS held in Revenue Ruling 82-150 that, in certain situations, rights to acquire stock should be treated as stock if the holder of the right has assumed the risks of an investor in equity. Based on this revenue ruling and related precedent, iHC and iHM intend to take the position, and the discussion herein assumes, that the Special Warrants should be treated as stock of iHM solely⁹³ for federal income tax purposes. However, there can be no assurance that the IRS will not assert, and that a court will not determine, that the Special Warrants should instead be treated as warrants (in which case, the timing and character of income inclusions could be different than described herein). Each U.S. Holder should consult its own tax advisor regarding the proper characterization of the Special Warrants for U.S. federal income tax purposes and the consequences to it of such treatment given its particular circumstances.

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2. Exercise of Special Warrants

A U.S. Holder should not recognize any gain or loss upon the exercise of the Special Warrants for shares of New iHeart Common Stock. Such Holder’s tax basis in any New iHeart Common Stock received upon exercise of Special Warrants should equal its tax basis in the Special Warrants exercised, increased by the exercise price paid in connection with such exercise. A Holder’s holding period in the New iHeart Common Stock should include its holding period in the Special Warrants.

3. Taxation of iHM Distributions

If iHM makes distributions with respect to the Special Warrants received pursuant to the Plan (or the New iHeart Common Stock received upon exercise), the distributions will generally be includable as ordinary dividend income on the day on which the dividends are actually or constructively received by a U.S. Holder to the extent paid out of iHM’s current earnings and profits or earnings and profits accumulated as of the end of the prior year.⁷⁹ A distribution in excess of such current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent, and in reduction, of the U.S. Holder’s adjusted tax basis in the Special Warrants (or New iHeart Common Stock received upon exercise) and as a capital gain to the extent it exceeds the U.S. Holder’s adjusted tax basis. Non-corporate U.S. Holders may be eligible for reduced rates of taxation on dividends. Dividends paid to corporate U.S. Holders will generally be eligible for the dividends-received deduction, subject to applicable restrictions.

4. Taxation of Sale, Exchange or other Taxable Disposition of Special Warrants or New iHeart Common Stock Received upon Exercise

A U.S. Holder will generally recognize gain or loss for U.S. federal income tax purposes, upon the sale, exchange or other taxable disposition of the Special Warrants (or any New iHeart Common Stock received upon exercise) equal to the difference, if any, between (i) the amount realized from such sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in the Special Warrants (or any New iHeart Common Stock received upon exercise). Subject to the treatment of any accrued market discount on the surrendered Claim that carried over to the Special Warrants (or any New iHeart Common Stock received upon exercise), such gain or loss will be capital gain or loss and will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the Special Warrants (or New iHeart Common Stock) exceeds one year. Under current U.S. federal income tax law, certain non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax on long-term capital gains. The deductibility of capital losses is subject to limitations.

G. Ownership and Disposition of the New Debt

1. Cash Interest

Cash Interest on the New Debt will be includable by a U.S. Holder as ordinary interest income at the time it accrues or is received in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes.

2. Original Issue Discount

A debt instrument that has an “issue price” that is less than its “stated redemption price at maturity” will be considered to have been issued with OID equal to the amount of such difference unless the debt instrument satisfies a de minimis threshold (as described below). As described in more detail below, a U.S. Holder is generally required to include OID in gross income as it accrues, in advance of the receipt of Cash attributable to that income.

⁷⁹  Distributions will be made with respect to the Special Warrants only to the extent consistent with FCC rules and policies.

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If the New Debt is issued with OID, a U.S. Holder would be required to include the OID in gross income as it accrues. However, if the difference between the New Debt’s redemption price at maturity and its issue price is less than a de minimis amount (i.e., 1/4 of 1 percent of the stated redemption price at maturity multiplied by the number of complete years to maturity), the New Debt would not be considered to have been issued with OID. Under the rules governing OID, regardless of a U.S. Holder’s method of accounting, a U.S. Holder will be required to accrue its Pro Rata share of OID on the New Debt on a constant yield basis and include such accruals in gross income, whether or not such U.S. Holder receives a Cash payment of interest on the New Debt on the scheduled interest payment dates.

In general, a U.S. Holder may make an election to treat as OID all interest that accrues on any New Debt (including qualified stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium), and thus include such interest in gross income in accordance with the constant yield method described above. The election is to be made for the taxable year in which a U.S. Holder acquires New Debt, and may not be revoked without the consent of the IRS.

U.S. federal income tax laws enacted in December 2017 added section 451 of the Tax Code. Under this new provision, accrual method U.S. Holders that prepare an “applicable financial statement” (as defined in section 451 of the Tax Code) generally would be required to include certain items of income such as OID no later than the time such amounts are reflected on such a financial statement. The application of this rule to income of a debt instrument with OID is effective for taxable years beginning after December 31, 2018. This rule could result in an acceleration of income recognition for income items differing from the above description. Holders should consult their tax advisors with regard to interest, OID, market discount and premium matters concerning the New Debt.

3. Acquisition Premium or Amortizable Bond Premium or New Debt

If, pursuant to the rules described above, a U.S. Holder’s initial tax basis in the New Debt is greater than the issue price of such debt but less than the stated principal amount of such debt, such New Debt will have an “acquisition premium.” Under the acquisition premium rules, the amount of OID that must be included in gross income with respect to the applicable New Debt for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year. Alternatively, if a U.S. Holder’s initial tax basis in New Debt exceeds its stated principal amount, the U.S. Holder will be considered to have acquired the New Debt with “amortizable bond premium” and will not be required to include any OID in income. A U.S. Holder may generally elect to amortize the premium over the remaining term of the New Debt on a constant yield method as an offset to stated interest when includible in income under such Holder’s regular accounting method. If a U.S. Holder elects to amortize bond premium, such Holder must reduce its tax basis in the New Debt by the amount of the premium used to offset stated interest. If a U.S. Holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss otherwise recognized on disposition of the New Debt.

4. Market Discount

If a U.S. Holder acquired New Debt with a market discount (as discussed above) in an exchange that was not a taxable exchange under section 1001 of the Code (as discussed above), a portion of any accrued market discount inherent in debt exchanged therefor that was not included in income for U.S. federal income tax purposes prior to or as a result of the exchange will carry over to the New Debt that are

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treated as a security of iHC received in the exchange whether or not such Holder’s New Debt is deemed to have been acquired with market discount. In addition, the New Debt may be treated as having been acquired with market discount to the extent the adjusted issue price of the New Debt (as discussed above) exceeds the Holder’s initial tax basis in the New Debt by more than a statutory de minimis amount.

Generally, upon any disposition (other than certain non-recognition transactions) of New Debt treated as acquired with market discount, a U.S. Holder will be required to recognize any accrued market discount carried over from debt exchanged for the New Debt, plus any market discount that has accrued on the New Debt, as ordinary income up to the amount of any gain realized on the disposition (to the extent such accrued market discount has not been previously included in income). If the New Debt is not treated as acquired at a market discount but accrued market discount in respect of the debt exchanged therefor has carried over to the New Debt, upon any disposition (other than certain non-recognition transactions) of the New Debt, any gain recognized will be treated as ordinary income to the extent of such accrued market discount.

Section 451 of the Tax Code (as discussed above in “Original Issue Discount”) generally would require accrual method U.S. Holders that prepare an “applicable financial statement” to include certain items of income such as market discount no later than the time such amounts are reflected on such a financial statement. The application of this rule to income of a debt instrument with market discount is effective for taxable years beginning after December 31, 2018. This rule could result in an acceleration of income recognition for income items differing from the above description. Holders should consult their tax advisors with regard to interest, OID, market discount and premium matters concerning the New Debt.

5. Sale, Taxable Exchange or Other Taxable Disposition of the New Debt

Upon the disposition of New Debt by sale, exchange, retirement, redemption or other taxable disposition, a U.S. Holder will generally recognize gain or loss equal to the difference, if any, between (i) the amount realized on the disposition (other than any amounts attributable to accrued but unpaid interest (or OID), which will be taxed as ordinary interest income to the extent not previously so taxed) and (ii) the U.S. Holder’s adjusted tax basis in the New Debt. A U.S. Holder’s adjusted tax basis generally will be equal to the Holder’s initial tax basis in the New Debt, increased by any accrued OID and market discount previously included in such Holder’s gross income. Except to the extent of any accrued market discount on the New Debt (or carried over from the debt exchanged therefor), with respect to which any gain will be treated as ordinary income, a U.S. Holder’s gain or loss will generally constitute capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in such New Debt exceeds one year at the time of such disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Under current U.S. federal income tax law, certain non-corporate U.S. Holders (including individuals) are eligible for preferential rates of U.S. federal income tax on long-term capital gains. The deductibility of capital losses is subject to limitations.

6. Backup Withholding and Information Reporting

In general, a U.S. Holder will be subject to backup withholding at the applicable tax rate (currently 24%) with respect to payments of interest (including any OID) on the New Debt and the gross proceeds from dispositions (including a retirement or redemption) of the New Debt, unless the Holder (i) is an entity that is exempt from backup withholding (generally including corporations, tax-exempt organizations and certain qualified nominees) and, when required, provides appropriate documentation to that effect or (ii) provides iHC or the applicable paying agent with its social security or other taxpayer identification number (“TIN”) within a reasonable time after a request therefor, certifies that the TIN provided is correct and that the Holder has not been notified by the IRS that it is subject to backup withholding due to a prior underreporting of interest or dividends, and otherwise complies with applicable requirements of the backup

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withholding rules. A U.S. Holder who does not provide the issuer or its paying agent with its correct TIN may be subject to penalties imposed by the IRS. U.S. backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against such Holder’s U.S. federal income tax liability and may entitle such Holder to a refund, provided that the required information is timely furnished to the IRS. The issuer or its paying agent will report to the Holders and the IRS the amount of any “reportable payments” (including accruals of OID) and any amounts withheld with respect to the New Debt as required by the Tax Code and applicable Treasury Regulations.

H. Limitation on Use of Capital Losses

A U.S. Holder of a Claim or Interest who recognizes capital losses as a result of the distributions under the Plan will be subject to limits on the use of such capital losses. For a non-corporate U.S. Holder, capital losses may be used to offset any capital gains (without regard to holding periods), and also ordinary income to the extent of the lesser of (a) $3,000 ($1,500 for married individuals filing separate returns) or (b) the excess of the capital losses over the capital gains. A non-corporate U.S. Holder may carry over unused capital losses and apply them against future capital gains and a portion of their ordinary income for an unlimited number of years. For corporate U.S. Holders, capital losses may only be used to offset capital gains. A corporate U.S. Holder that has more capital losses than may be used in a tax year may carry back unused capital losses to the three years preceding the capital loss year or may carry over unused capital losses for the five years following the capital loss year.

I. Medicare Tax on Net Investment Income

Certain U.S. Holders that are individuals, estates, or trusts are required to pay an additional 3.8% tax on, among other things, interest, dividends and gains from the sale or other disposition of capital assets. U.S. Holders that are individuals, estates, or trusts should consult their tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of consideration received pursuant to the Plan.

J. Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Claims

The following discussion includes only certain U.S. federal income tax consequences of the implementation of the Plan to Non-U.S. Holders. The discussion does not include any non-U.S. tax considerations. The rules governing the U.S. federal income tax consequences to Non-U.S. Holders are complex. Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, and local and the foreign tax consequences of the Plan to such Non-U.S. Holder and the ownership and disposition of non-Cash consideration.    Whether a Non-U.S. Holder realizes gain or loss on the exchange and the amount of such gain or loss is determined in the same manner as set forth above in connection with U.S. Holders.

1. Gain Recognition

Any gain realized by a Non-U.S. Holder on the exchange of its Claim generally will not be subject to U.S. federal income taxation unless (a) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the restructuring transactions occur and certain other conditions are met or (b) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States).

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If the first exception applies, to the extent that any gain is taxable, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to any gain realized on the exchange if such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States in the same manner as a U.S. Holder. In order to claim an exemption from withholding tax, such Non-U.S. Holder will be required to provide properly executed original copies of IRS Form W-8ECI (or such successor form as the IRS designates). In addition, if such a Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30 percent (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

2. Interest Payments; Accrued but Untaxed Interest

Payments to a Non-U.S. Holder that are attributable to either (a) interest on (or OID accruals with respect to) debt received under the Plan, or (b) accrued but untaxed interest (or OID) on their Allowed Claim generally will not be subject to U.S. federal income or withholding tax, provided that the withholding agent has received or receives, prior to payment, appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E) establishing that the Non-U.S. Holder is not a U.S. person, unless:

• the Non-U.S. Holder actually or constructively owns 10 percent or more of the total combined voting power of iHM (in the case of consideration received in respect of accrued but unpaid interest or OID) or the Reorganized Debtor obligor on the debt received under the Plan (in the case of interest payments with respect thereto);

• the Non-U.S. Holder is a “controlled foreign corporation” that is a “related person” with respect to iHC (each, within the meaning of the Tax Code);

• the Non-U.S. Holder is a bank receiving interest described in section 881(c)(3)(A) of the Tax Code; or

• such interest (or OID) is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (in which case, provided the Non-U.S. Holder provides a properly executed IRS Form W-8ECI (or successor form) to the withholding agent, the Non-U.S. Holder (i) generally will not be subject to withholding tax, but (ii) will be subject to U.S. federal income tax in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise), and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the accrued but untaxed interest (or OID) at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty)).

A Non-U.S. Holder that does not qualify for exemption from withholding tax with respect to interest that is not effectively connected income generally will be subject to withholding of U.S. federal income tax at a 30 percent rate (or at a reduced rate or exemption from tax under an applicable income tax treaty) on (a) interest on debt received under the Plan and (b) payments that are attributable to accrued but untaxed interest (or OID) on such Non-U.S. Holder’s Allowed Claim. For purposes of providing a properly executed IRS Form W-8BEN or W-8BEN-E, special procedures are provided under applicable Treasury Regulations for payments through qualified foreign intermediaries or certain financial institutions that hold customers’ securities in the ordinary course of their trade or business.

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3. Sale, Redemption, or Repurchase of Non-Cash Consideration

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to any gain realized on the sale or other taxable disposition (including a Cash redemption) of its Pro Rata share of the consideration received under the Plan unless:

• such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition or who is subject to special rules applicable to former citizens and residents of the United States;

• such gain is effectively connected with such Non-U.S. Holder’s conduct of a U.S. trade or business (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States); or

• in the case of the sale of New iHeart Common Stock or CCOH Interests, Reorganized iHeart or CCOH, respectively, is or has been, during a specified testing period, a USRPHC for U.S. federal income tax purposes, and certain other circumstances exist.

If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to such gains at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty).

If the third exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax on any gain recognized on the disposition of all or a portion of its New iHeart Common Stock, Special Warrants or CCOH Interests, as applicable, under FIRPTA, unless (a) the New iHeart Common Stock or CCOH Interests, as applicable, are regularly traded on an established securities market and (b) such Non-U.S. Holder did not own 5% or more of the New iHeart Common Stock or CCOH Interests, as applicable, during any period in which Reorganized iHeart or CCOH, as applicable, were USRPHCs.⁸⁰ If FIRPTA applies, taxable gain from the disposition of an interest in a USRPHC (generally equal to the difference between the amount realized and such Non-U.S. Holder’s adjusted tax basis in such interest) will constitute effectively connected income. Further, the buyer of the New iHeart Common Stock, Special Warrants, or CCOH Interests will be required to withhold a tax equal to 15 percent of the amount realized on the sale unless the New iHeart Common Stock or CCOH Interests, as applicable, are regularly traded on an established securities market. The amount of any such withholding would be allowed as a credit against the Non-U.S. Holder’s federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the Non-U.S. Holder properly and timely files a tax return with the IRS.

At this time, the Debtors have not determined whether iHM (or Reorganized iHeart, as applicable) or CCOH has been, is, or is likely to become a USRPHC for U.S. federal income tax purposes. In general, a corporation is a USRPHC as to a Non-U.S. Holder if the fair market value of the corporation’s U.S. real property interests (as defined in the Tax Code and applicable Treasury Regulations) equals or exceeds 50 percent of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (applying certain look-through rules to evaluate the assets of subsidiaries) at any time within the shorter of the 5-year period ending on the effective time of the applicable disposition or the period of time the Non-U.S. Holder held such interest.

⁸⁰  Solely for these purposes, although not free from doubt, the Debtors would anticipate taking the position that the New iHeart Common Stock and Special Warrants constitute a single class of equity.

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4. Distributions on New iHeart Common Stock, Special Warrants, or CCOH Interests

Any distributions made with respect to New iHeart Common Stock, Special Warrants, or CCOH Interests will constitute dividends for U.S. federal income tax purposes to the extent of the issuer’s current or accumulated earnings and profits as determined under U.S. federal income tax principles.⁸¹

To the extent that a Non-U.S. Holder receives distributions that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed such current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital reducing the Non-U.S. Holder’s basis in its shares. Any such distributions in excess of a Non-U.S. Holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain from a sale or exchange (and the respective excess distributions as proceeds from a sale or exchange), and may be subject to FIRPTA withholding, at a rate of 15 percent of the gross amount of any such distribution, and substantive taxation for applicable persons, as discussed above in connection with the sale or exchange of the New iHeart Common Stock, Special Warrants, or CCOH Interests. FIRPTA withholding will apply to distributions to Non-U.S. Persons that hold (or held, during relevant periods) more than 5 percent of the relevant equity, even if FIRPTA withholding would not apply on a sale or disposition of such equity interest.    

Except as described below, dividends paid with respect to New iHeart Common Stock, Special Warrants, or CCOH Interests held by a Non-U.S. Holder that are not effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (or if an income tax treaty applies, are not attributable to a permanent establishment maintained by such non-U.S. Holder in the United States) will be subject to withholding at a rate of 30 percent (or lower treaty rate or exemption from tax, if applicable). A Non-U.S. Holder generally will be required to satisfy certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by providing an IRS Form W-8BEN or W-8BEN-E (or a successor form) upon which the Non-U.S. Holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments. Dividends paid with respect to New iHeart Common Stock, Special Warrants, or CCOH Interests that are effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the dividends at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty).

If Reorganized iHeart or CCOH, as applicable, determine that a distribution is a dividend in part and a return of capital in part, Reorganized iHeart or CCOH, as applicable, may elect to withhold as if the entire amount of such distribution constituted a dividend.

⁸¹  Distributions will be made with respect to the Special Warrants only to the extent consistent with FCC rules and policies.

160

5. FCC Trust

The tax consequences to Non-U.S. Holders of holding beneficial interests in the FCC Trust may be highly complex. Non-U.S. Holders should consult their own tax advisors with respect to such tax consequences.

6. Information Reporting and Back-up Withholding

The Debtors will withhold all amounts required by law to be withheld from payments of interest and dividends. The Debtors will also comply with all applicable reporting requirements of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to a Holder of a Claim under the Plan, as well as future payments made with respect to consideration received under the Plan. The Debtors do not expect distributions or payments to Holders of Claims under the Plan to be subject to material withholding under the Tax Code.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against a holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the IRS (generally, a U.S. federal income tax return).

In addition, from an information reporting perspective, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns.

7. FATCA

Under legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), foreign financial institutions and certain other foreign entities must report certain information with respect to their U.S. account holders and investors or be subject to withholding at a rate of 30 percent on the receipt of “withholdable payments.” For this purpose, “withholdable payments” are generally U.S. source payments of fixed or determinable, annual or periodical income (including dividends, if any, on shares of New Common Stock), and also include gross proceeds from the sale of any property of a type which can produce U.S. source interest or dividends (which would include the New iHeart Common Stock, the CCOH Interests, and the New Debt). FATCA withholding will apply even if the applicable payment would not otherwise be subject to U.S. federal nonresident withholding.

As currently proposed, FATCA withholding rules would apply to payments of gross proceeds from the sale or other disposition of property of a type which can produce U.S. source interest or dividends that occur after December 31, 2018. Each Non-U.S. Holder should consult its own tax advisor regarding the possible impact of these rules on such Non-U.S. Holder.

The U.S. federal income tax consequences of the Plan are complex. The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular Holder in light of such Holder’s circumstances and income tax situation. All Holders of Claims or Interests should consult with their tax advisors as to the particular tax consequences to them of the transactions contemplated by the Plan, including the applicability and effect of any state, local, non-U.S., or non-income tax law, and of any change in applicable U.S. tax law.

161

ARTICLE XIV.

RECOMMENDATION

In the opinion of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other available scenario. Accordingly, the Debtors recommend that Holders of Claims and Interests entitled to vote on the Plan vote to accept the Plan and support Confirmation of the Plan.

Dated: September 20, 2018	iHeartMedia, Inc. on behalf of itself and all other Debtors
	/s/ Scott Hamilton
	Scott Hamilton Chief Accounting Officer iHeartMedia, Inc.

162

EX-99.T3G

Exhibit T3G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)  ☐

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Wally Jones

U.S. Bank National Association

333 Commerce Street, Suite 800

Nashville, TN 37219

(615) 251-0733

(Name, address and telephone number of agent for service)

IHEARTCOMMUNICATIONS, INC.

(Issuer with respect to the Securities)

Texas	74-1787539
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20880 Stone Oak Parkway San Antonio, Texas	78258
(Address of Principal Executive Offices)	(Zip Code)

6.375% Senior Secured Notes due 2026

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, State of Tennessee on the 23rd of April, 2019.

By:	/s/ Wally Jones
	Wally Jones
	Vice President

3

Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 23, 2019

By:	/s/ Wally Jones
	Wally Jones
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2018

($000’s)

	12/31/2018
Assets
Cash and Balances Due From Depository Institutions	$	21,369,509
Securities		111,246,751
Federal Funds		101,423
Loans & Lease Financing Receivables		284,800,984
Fixed Assets		3,721,348
Intangible Assets		12,896,259
Other Assets		25,340,330
Total Assets	$	459,476,604
Liabilities
Deposits	$	356,297,122
Fed Funds		2,426,334
Treasury Demand Notes		0
Trading Liabilities		783,326
Other Borrowed Money		34,725,959
Acceptances		0
Subordinated Notes and Debentures		3,800,000
Other Liabilities		12,916,232
Total Liabilities	$	410,948,973
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		33,443,222
Minority Interest in Subsidiaries		799,294
Total Equity Capital	$	48,527,631
Total Liabilities and Equity Capital	$	459,476,604

7

EX-99.T3H

Exhibit T3H

The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the date of this Application. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the Effective Date. On the Effective Date the business of Clear Channel Outdoor Holdings, Inc. will be separated from iHeartMedia, Inc. All of the entities appearing below will exist as of the Effective Date. Connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

(1) Includes (a) former creditors of iHeartCommunications, Inc. that will receive new equity in iHeartMedia, Inc. in exchange for their claims in accordance with the Plan of Reorganization, and (b) Bain Capital, THL and Co-Investors and pre-Effective Date public shareholders that will receive new equity in exchange for their pre-Effective Date equity holdings in accordance with the Plan of Reorganization.

(2) Directors and management will receive new equity in exchange for pre-Effective Date equity holdings, if any, in accordance with the Plan of Reorganization, and also as a result of equity awards granted on the Effective Date.

(3) Subject to customary exceptions, all wholly-owned domestic subsidiaries of the Company will guarantee the New Secured Notes and the New Unsecured Notes.