Clear Channel Outdoor Holdings (CCO)

Offer to Purchase 2017 A Notes In Certain Circumstances

If the Issuer makes (1) any optional redemption of the 2017 B Notes, purchase of 2017 B Notes through open-market purchases at or above 100% of the principal amount thereof or offer to purchase the 2017 B Notes at 100% of the principal amount thereof, plus accrued but unpaid interest pursuant to clause (2) of the second paragraph of the covenant described under “Asset Sales” in the “Description of the Series B Notes”, the Issuer shall, substantially concurrently therewith, apply a pro rata amount to make an optional redemption of the 2017 A Notes, purchase 2017 A Notes through open-market purchases at or above 100% of the principal amount thereof or offer to purchase the 2017 A Notes (in accordance with procedures similar to those applicable to the 2017 B Notes) to all Holders of 2017 A Notes, in each case, to purchase a pro rata amount of 2017 A Notes at 100% of the principal amount thereof, plus accrued but unpaid interest (a “2017 A Notes Purchase Offer”), or (2) any 2017 B Notes Asset Sale Offer under the 2017 B Notes Indenture (including pursuant to clause (4) of the covenant described under “Asset Sales” in the “Description of the Series B Notes”), the Issuer shall, substantially concurrently therewith, apply a pro rata amount to make a 2017 A Notes Purchase Offer to purchase a pro rata amount of 2017 A Notes at 100% of the principal amount thereof, plus accrued but unpaid interest. Any purchase or redemption of the 2017 B Notes pursuant to clause (2) of the second paragraph under “Description of the Series B Notes—Certain Covenants in the 2017 B Indenture—Merger, Consolidation or Sale of All or Substantially All Assets” shall be deemed to be a purchase of 2017 B Notes covered by clause (1) of this paragraph.