Clear Channel Outdoor Holdings (CCO)

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the 2017 B Indenture, any Guarantee and the 2017 B Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes issued thereunder then outstanding, other than 2017 B Notes issued thereunder beneficially owned by the Company or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2017 B Notes issued thereunder, and any existing Default or Event of Default or compliance with any provision of the 2017 B Indenture or the 2017 B Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2017 B Notes issued thereunder, other than 2017 B Notes issued thereunder beneficially owned by the Company or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for such 2017 B Notes).

The Indenture will provide that, without the consent of each affected Holder of 2017 B Notes issued thereunder, an amendment or waiver may not, with respect to any 2017 B Notes issued thereunder held by a non-consenting Holder:

(1) reduce the principal amount of such 2017 B Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any such 2017 B Note or alter or waive the provisions with respect to the redemption of such 2017 B Notes (other than provisions relating to the covenants described above under “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any 2017 B Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the 2017 B Notes (except a rescission of acceleration of the 2017 B Notes by the Holders of at least a majority in aggregate principal amount of the 2017 B Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in the 2017 B Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any 2017 B Note payable in money other than that stated therein;

(6) make any change in the provisions of the 2017 B Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the 2017 B Notes;

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(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s 2017 B Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 2017 B Notes;

(9) make any change to the ranking of the 2017 B Notes that would adversely affect the Holders; or

(10) except as expressly permitted by the 2017 B Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the 2017 B Notes; or

(11) after the Issuer’s obligation to purchase 2017 B Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the 2017 B Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the 2017 B Notes.

Notwithstanding the foregoing, the Issuer and the Trustee may amend or supplement the 2017 B Indenture and the 2017 B Notes and the Issuer, the Trustee and the Guarantors may amend or supplement any Guarantee issued under the 2017 B Indenture, in each case, without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated 2017 B Notes in addition to or in place of certificated 2017 B Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the 2017 B Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the 2017 B Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the 2017 B Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to add a Guarantor under the 2017 B Indenture;

(10) to conform the text of the 2017 B Indenture or the Guarantees or the 2017 B Notes issued thereunder to any provision of this “Description of the Series B Notes” to the extent that such provision in this “Description of the Series B Notes” was intended to be a verbatim recitation of a provision of the 2017 B Indenture, Guarantee or 2017 B Notes;

(11) to provide for the issuance of 2017 B Exchange Notes or private exchange notes, which are identical to 2017 B Exchange Notes except that they are not freely transferable; or

(12) to make any amendment to the provisions of the 2017 B Indenture relating to the transfer and legending of 2017 B Notes as permitted by the 2017 B Indenture, including to facilitate the issuance and administration of the 2017 B Notes; provided, however, that (i) compliance with the 2017 B Indenture as so amended would not result in 2017 B Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer 2017 B Notes.

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However, no amendment or supplement to the 2017 B Indenture or the 2017 B Notes that modifies or waives the specific rights or obligations of the Paying Agent, registrar or transfer agent may be made without the consent of such agent (it being understood that the Trustee’s execution of any such amendment or supplement will constitute such consent if the Trustee is then also acting as such agent).

The consent of the Holders is not necessary under the 2017 B Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.