Exhibit








Exhibit 4.2


SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 23, 2019, among CCOI Holdco III, LLC, CCOI Holdco Parent I, LLC, CCOI Holdco Parent II, LLC, Clear Channel Electrical Services, LLC, Clear Channel Metra, LLC, Exceptional Outdoor, Inc., Get Outdoors Florida, LLC, Universal Outdoor, Inc. and Clear Channel IP, LLC (the “Guaranteeing Subsidiaries”), each a subsidiary of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, Clear Channel Worldwide Holdings, Inc. (the “Issuer”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 12, 2019, providing for the issuance of an unlimited aggregate principal amount of 9.25% Senior Notes due 2024 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1)    Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)    Agreement to Guarantee.  Each of the Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article 10 thereof.
(3)    No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Guaranteeing Subsidiaries or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiaries) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.
(4)    Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5)    Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
(6)    Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.
(7)    The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.


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(8)    Subrogation.  The Guaranteeing Subsidiaries shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiaries pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiaries shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.
(9)    Benefits Acknowledged.  The Guaranteeing Subsidiaries’ Guarantees are subject to the terms and conditions set forth in the Indenture.  Each 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 Guarantee are knowingly made in contemplation of such benefits.
(10)    Successors.  All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture or in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
CCOI Holdco III, LLC
CCOI Holdco Parent I, LLC
CCOI Holdco Parent II, LLC
Clear Channel Electrical Services, LLC
Clear Channel IP, LLC
Clear Channel Metra, LLC
Exceptional Outdoor, Inc. 
Get Outdoors Florida, LLC
Universal Outdoor, Inc. 


	
		
	By:
	/s/ Brian D. Coleman



        
Name: Brian D. Coleman    
Title: Chief Financial Officer, Treasurer and Assistant Secretary    


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


U.S. Bank National Association, as Trustee


	
		
	By:
	/s/ Wally Jones



        
Name: Wally Jones
Title: Vice President




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