Clear Channel Outdoor Holdings (CCO)

2017 B Proceeds Loan

The Issuer intends to loan $150.0 million, which is equal to the entire stated principal amount of the 2017 B Notes issued on the Issue Date, to CCO pursuant to an intercompany loan. The proceeds from such intercompany loan will be used by CCO as described under “Use of Proceeds.” The obligations of CCO under the 2017 B Proceeds Loan Agreement will be senior unsecured obligations of CCO.

Interest will accrue on the 2017 B Proceeds Loan at a rate equal to the interest rate payable on the 2017 B Notes, with such adjustments to the interest rate thereon as may be necessary to match the interest rate due with respect to the 2017 B Notes, including any default interest payable with respect thereto. CCO will be entitled to set-off and deduct any payments it makes under its Guarantee against and from its obligations under the 2017 B Proceeds Loan. The maturity date of the 2017 B Proceeds Loan will be the same as the maturity date of the 2017 B Notes. The 2017 B Proceeds Loan will be repayable by CCO upon the repayment in full or in part of the 2017 B Notes, whether at maturity, on early redemption or upon acceleration thereof. The 2017 B Proceeds Loan will include cross-acceleration events to the 2017 B Notes.

171