Exhibit 4.3
 EXECUTION COPY




---



##### 



Trust Indenture Act Section
    
    Indenture Section310(a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(a)(5)
    
    7.10(b)
    
    7.03, 7.10(c)
    
    N.A.311(a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312(a)
    
    2.05(b)
    
    12.03(c)
    
    12.03313(a)
    
    7.06(b)(1)
    
    N.A.(b)(2)
    
    7.06; 7.07(c)
    
    7.06; 12.02(d)
    
    7.06314(a)
    
    4.03; 12.05(b)
    
    N.A.(c)(1)
    
    12.04(c)(2)
    
    12.04(c)(3)
    
    N.A.(d)
    
    N.A.(e)
    
    12.04(f)
    
    N.A.315(a)
    
    7.01(b)
    
    7.05; 12.02(c)
    
    7.01(d)
    
    7.01(e)
    
    6.14316(a)(last sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    N.A(b)
    
    6.07(c)
    
    2.12; 9.04317(a)(1)
    
    6.08(a)(2)
    
    6.12(b)
    
    2.04318(a)
    
    12.01(b)
    
    N.A.(c)
    
    12.01
 
 N.A. means not applicable.*
    
    This Cross-Reference Table is not part of the Indenture.




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##### 



PageARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
    
    
    1Section 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    32Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    33Section 1.04 Rules of Construction
    
    
    34Section 1.05 Acts of Holders
    
    
    35ARTICLE 2 THE 2017 A NOTES
    
    
    36Section 2.01 Form and Dating; Terms
    
    
    36Section 2.02 Execution and Authentication
    
    
    38Section 2.03 Registrar and Paying Agent
    
    
    38Section 2.04 Paying Agent To Hold Money in Trust
    
    
    39Section 2.05 Holder Lists
    
    
    39Section 2.06 Transfer and Exchange
    
    
    39Section 2.07 Replacement Notes
    
    
    51Section 2.08 Outstanding Notes
    
    
    51Section 2.09 Treasury Notes
    
    
    52Section 2.10 Temporary Notes
    
    
    52Section 2.11 Cancellation
    
    
    52Section 2.12 Defaulted Interest
    
    
    53Section 2.13 CUSIP Numbers
    
    
    53ARTICLE 3 REDEMPTION
    
    
    53Section 3.01 Notices to Trustee
    
    
    53Section 3.02 Selection of Notes To Be Redeemed or Purchased
    
    
    54Section 3.03 Notice of Redemption
    
    
    54Section 3.04 Effect of Notice of Redemption
    
    
    55Section 3.05 Deposit of Redemption or Purchase Price
    
    
    55Section 3.06 Notes Redeemed or Purchased in Part
    
    
    56Section 3.07 Optional Redemption
    
    
    56Section 3.08 Mandatory Redemption
    
    
    57Section 3.09 Offers To Repurchase by Application of Excess Proceeds
    
    
    58ARTICLE 4 COVENANTS
    
    
    60Section 4.01 Payment of Notes
    
    
    60Section 4.02 Maintenance of Office or Agency
    
    
    61Section 4.03 Reports and Other Information
    
    
    61Section 4.04 Compliance Certificate
    
    
    62Section 4.05 Taxes
    
    
    63Section 4.06 Stay, Extension and Usury Laws
    
    
    63
 -i-




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##### 



PageSection 4.07 Limitation on Restricted Payments
    
    
    63Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    64Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock
    
    
    66Section 4.10 Asset Sales
    
    
    73Section 4.11 Transactions with Affiliates
    
    
    73Section 4.12 Liens
    
    
    76Section 4.13 Corporate Existence
    
    
    76Section 4.14 Offer to Repurchase Upon Change of Control
    
    
    76Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
    
    
    78Section 4.16 Liquidity Amount
    
    
    79ARTICLE 5 SUCCESSORS
    
    
    79Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
    
    
    79Section 5.02 Successor Corporation Substituted
    
    
    82ARTICLE 6 DEFAULTS AND REMEDIES
    
    
    82Section 6.01 Events of Default
    
    
    82Section 6.02 Acceleration
    
    
    84Section 6.03 Other Remedies
    
    
    85Section 6.04 Waiver of Past Defaults
    
    
    85Section 6.05 Control by Majority
    
    
    85Section 6.06 Limitation on Suits
    
    
    85Section 6.07 Rights of Holders of 2017 A Notes To Receive Payment
    
    
    86Section 6.08 Collection Suit by Trustee
    
    
    86Section 6.09 Restoration of Rights and Remedies
    
    
    86Section 6.10 Rights and Remedies Cumulative
    
    
    86Section 6.11 Delay or Omission Not Waiver
    
    
    86Section 6.12 Trustee May File Proofs of Claim
    
    
    87Section 6.13 Priorities
    
    
    87Section 6.14 Undertaking for Costs
    
    
    88ARTICLE 7 TRUSTEE
    
    
    88Section 7.01 Duties of Trustee
    
    
    88Section 7.02 Rights of Trustee
    
    
    89Section 7.03 Individual Rights of Trustee
    
    
    90Section 7.04 Trustees Disclaimer
    
    
    90Section 7.05 Notice of Defaults
    
    
    91Section 7.06 Reports by Trustee to Holders of the 2017 A Notes
    
    
    91Section 7.07 Compensation and Indemnity
    
    
    91Section 7.08 Replacement of Trustee or Agent
    
    
    92Section 7.09 Successor Trustee by Merger, etc.
    
    
    93Section 7.10 Eligibility; Disqualification
    
    
    93Section 7.11 Preferential Collection of Claims Against Issuer
    
    
    93
 -ii-




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##### 



PageARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
    
    
    93Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance
    
    
    93Section 8.02 Legal Defeasance and Discharge
    
    
    94Section 8.03 Covenant Defeasance
    
    
    94Section 8.04 Conditions to Legal or Covenant Defeasance
    
    
    95Section 8.05 Deposited Money and Government Securities To Be Held in Trust; Other
Miscellaneous Provisions
    
    
    96Section 8.06 Repayment to Issuer
    
    
    96Section 8.07 Reinstatement
    
    
    97ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
    
    
    97Section 9.01 Without Consent of Holders of Notes
    
    
    97Section 9.02 With Consent of Holders of Notes
    
    
    98Section 9.03 Compliance with Trust Indenture Act
    
    
    100Section 9.04 Revocation and Effect of Consents
    
    
    100Section 9.05 Notation on or Exchange of Notes
    
    
    100Section 9.06 Trustee To Sign Amendments, etc.
    
    
    101Section 9.07 Payment for Consent
    
    
    101ARTICLE 10 GUARANTEES
    
    
    101Section 10.01 Guarantee
    
    
    101Section 10.02 Limitation on Guarantor Liability
    
    
    103Section 10.03 Execution and Delivery
    
    
    103Section 10.04 Subrogation
    
    
    104Section 10.05 Benefits Acknowledged
    
    
    104Section 10.06 Release of Guarantees
    
    
    104ARTICLE 11 SATISFACTION AND DISCHARGE
    
    
    105Section 11.01 Satisfaction and Discharge
    
    
    105Section 11.02 Application of Trust Money
    
    
    106ARTICLE 12 MISCELLANEOUS
    
    
    106Section 12.01 Trust Indenture Act Controls
    
    
    106Section 12.02 Notices
    
    
    106Section 12.03 Communication by Holders of Notes with Other Holders of Notes
    
    
    107Section 12.04 Certificate and Opinion as to Conditions Precedent
    
    
    108Section 12.05 Statements Required in Certificate or Opinion
    
    
    108Section 12.06 Rules by Trustee and Agents
    
    
    108Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    108Section 12.08 Governing Law
    
    
    109Section 12.09 Waiver of Jury Trial
    
    
    109Section 12.10 Force Majeure
    
    
    109Section 12.11 No Adverse Interpretation of Other Agreements
    
    
    109Section 12.12 Successors
    
    
    109
 -iii-




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##### 



PageSection 12.13 Severability
    
    
    109Section 12.14 Counterpart Originals
    
    
    110Section 12.15 Table of Contents, Headings, etc.
    
    
    110Section 12.16 Qualification of Indenture
    
    
    110EXHIBITSExhibit A            Form of 2017 A NoteExhibit B            Form of Certificate of TransferExhibit C            Form of Certificate of ExchangeExhibit D            Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
 -iv-




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##### 



Issuer Company
 W I T N E S S E T H
 Initial
Notes
     Definitions
 2017 A Exchange Notes
 2017 A Notes
 2017 B Exchange Notes
 2017 B Indenture
 2017 B Notes
 2017 B Notes Asset Sale Offer
 144A Global Note




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##### 



Acquired Indebtedness
   Additional 2017 A Notes
 Additional 2017 B Notes
 Additional Notes
 Affiliate
 Agent
 Applicable Premium
   -2-




---



##### 



Applicable Procedures
 Bankruptcy Law
 Board of Directors
 Business Day
 Capital Stock
     Capitalized Lease Obligation
 Capitalized Software Expenditures
 Cash Equivalents
    -3-




---



##### 



provided
 Cash Management Arrangements
 -4-




---



##### 



CCO
 CCOH Mirror Note
 CCU
 CCU Credit Event
 CCU Intercompany Note
 CCU Mirror Note
 Change of Control
  
 -5-




---



##### 



Clearstream
 Code
 Company
 Consolidated Depreciation and Amortization Expense
 Consolidated Indebtedness
 Consolidated Interest Expense
  -6-




---



##### 



Consolidated Leverage Ratio
 Consolidated
Leverage Ratio Calculation Date provided however,
  -7-




---



##### 



provided provided
  Consolidated Net Income provided however
     -8-




---



##### 



provided
        Contingent Obligations primary obligations primary obligor
 -9-




---



##### 



Corporate Services Agreement provided
 Corporate Trust Office of the Trustee
 Credit Facilities
 Custodian
 Default
 Definitive Note Exhibit A
 -10-




---



##### 



Depositary
 Designated Non-cash Consideration
 Designated Preferred Stock
 Disqualified Stock provided however provided further
 Domestic Subsidiary
 EBITDA
   -11-




---



##### 



provided
    provided
  -12-




---



##### 



provided
      -13-




---



##### 



EMU
 Equity Interests
 Equity Offering
    euro
 Euroclear
 Excess Proceeds
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Exchanging Dealer
 Excluded Contribution
   -14-




---



##### 



Excluded Event
 Excluded Subsidiary
 Existing Senior Notes
 Existing Senior Notes Indentures
 Fixed Charges
   -15-




---



##### 



Foreign Subsidiary
 GAAP
 Global Note Legend
 Global Notes
 Government Securities
   provided
 guarantee
 Guarantee
 Guarantor
 Hedging Obligations
 -16-




---



##### 



Holder
 Immaterial Subsidiary
 Immediate Family Member
 Indebtedness
      -17-




---



##### 



provided however
 Indenture
 Indentures
 Independent Financial Advisor
 Indirect Participant
 Initial Notes
 Initial Purchasers
 Interest Payment Date
 Investment Grade Rating
 Investment Grade Securities
   -18-




---



##### 



Investments
 Investors
 Issue Date
 Issuer
 Issuer Order
 Legal Holiday
 Letter of Transmittal
 Lien provided
 LTM Cost Base
 -19-




---



##### 



Moodys
 Net Income
 Non-U.S. Person
 Notes
 Obligations
 Offering Circular
 Officer
 Officers Certificate
 Opinion of Counsel
 Pari Passu Indebtedness
   -20-




---



##### 



Participant
 Permitted Asset Swap
 Permitted Debt Restructuring provided however
 Permitted Holder provided
 Permitted Liens
  -21-




---



##### 



provided however provided further however
  provided however provided further however
 -22-




---



##### 



provided however provided further
         provided provided further however
 -23-




---



##### 



provided
     -24-




---



##### 



Indebtedness
 Permitted Liquidity Liens
   provided
  Person
 Preferred Stock
 -25-




---



##### 



Private Placement Legend
 Proceeds Loans 2017 A Proceeds
Loan 2017 B Proceeds Loan
 Proceeds Loan Agreements
 Proof of Claim
 Proper Proof of Claim
 Public Debt Public
Debt
 OIB
 Qualified Asset Sale
  provided
  -26-




---



##### 



Qualified Proceeds provided
 Rating Agencies
 Record Date
 Registration Rights Agreements 2017 A Registration Rights Agreement 2017 B Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Regulation S Permanent Global Note
 -27-




---



##### 



Regulation S Temporary Global Note
 Regulation S Temporary Global Note Legend
 Related Business Assets provided
 Responsible Officer
 Restricted Definitive Note
 Restricted Global Note
 Restricted Guarantor
 Restricted Period
 Restricted Subsidiary provided however
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
  -28-




---



##### 



Sale and Lease-Back Transaction
 SEC
 Secured Indebtedness
 Securities Act
 Senior Credit Facilities
 Senior Leverage Ratio
 Senior Leverage Ratio Calculation Date provided however
 -29-




---



##### 



provided provided
  Shelf Registration Statement
 Significant Party
 Similar Business
 -30-




---



##### 



Special Interest
 Subordinated Indebtedness
   Subsidiary
 Total Assets
 Transaction Expenses
 Transactions
 Treasury Rate provided however
 Trust Indenture Act
 Trustee
 Unrestricted Definitive Note
 -31-




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##### 



Unrestricted Global Note
 Unrestricted Subsidiary provided provided further
  U.S. Person
 Voting Stock
 Weighted Average Life to Maturity
   Wholly-Owned Subsidiary
 Other Definitions
 Defined inTerm
    
    Section2017 A Notes Purchase Offer
    

    3.08(b)Affiliate Transaction
    

     4.11(a)Asset Sale
    

    4.10Authentication Order
    

    2.02Change of Control Offer
    

    4.14(a)Change of Control Payment
    

    4.14(a)Change
of Control Payment Date
    
    4.14(a)
 -32-




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##### 



Defined inTerm
    
    SectionCovenant Defeasance
    
    8.03Defeased Covenants
    
    8.03DTC
    
    2.03Event of Default
    

    6.01(a)Guarantor Liquidity Amount
    
    4.16Guarantor Liquidity Assets
    
    4.16Guarantor Liquidity Facility
    
    4.16incur or incurrence
    
    4.09(a)Legal Defeasance
    

    8.02Liquidity Facilities
    

    4.16Non-Guarantor Liquidity Amount
    
    4.16Non-Guarantor Liquidity Assets
    
    4.16Non-Guarantor Liquidity Facility
    
    4.16Note Register
    
    2.03Offer Amount
    

    3.09(b)Offer Period
    
    3.09(b)Pari Passu Indebtedness
    
    4.10(c)Paying Agent
    
    2.03Payment Blockage Period
    

    11.03Payment Default
    
    11.03Purchase Date
    
     3.09(b)Redemption Date
    
    3.07(a)Refinancing Indebtedness
    
    4.09(b)Refunding Capital Stock
    
    4.07(b)Registrar
    
    2.03Restricted Payments
    
    4.07(a)Special Redemption
    
    3.08(a)Special Redemption Amount
    
    3.08(a)Special Redemption Date
    
    3.08(a)Successor Company
    
    5.01(a)Successor Person
    
    5.01(c)Transfer Agent
    
    2.03Treasury Capital Stock
    
    4.07(b)Trustee Account
    
    4.01
 Incorporation by Reference of Trust Indenture Act
     -33-




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##### 



Rules of Construction
              -34-




---



##### 



Section 1.05 Acts of Holders.
       -35-




---



##### 



Form and Dating; Terms
 General Exhibit A
 Global Notes Exhibit A Exhibit A
 -36-




---



##### 



Temporary Global Notes
    Terms
   pari passu provided
 Euroclear and Clearstream Procedures Applicable
 -37-




---



##### 



Execution and Authentication
   Exhibit A
 Authentication
Order
  Registrar and Paying Agent
 Registrar Transfer Agent Paying Agent Note Register Registrar Transfer Agent Paying Agent
 -38-




---



##### 



Paying Agent To Hold Money in Trust
  Holder Lists
  Transfer and Exchange
 Transfer and Exchange of Global Notes
 -39-




---



##### 



provided however
 Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
 All Other Transfers and Exchanges of Beneficial Interests in Global
Notes provided
 Transfer of Beneficial Interests to Another Restricted Global Note
 -40-




---



##### 



Exhibit B
 Exhibit B
      Exhibit C
 Exhibit B
  -41-




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes
 Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes
 Exhibit C
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
 -42-




---



##### 



Beneficial Interests in Regulation S Temporary Global Note to Definitive
Notes
 Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes
     Exhibit C
  -43-




---



##### 



Exhibit B
  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes
 Transfer and Exchange of Definitive Notes for Beneficial Interests
 Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes
 Exhibit C
 Exhibit B
 Exhibit B
 -44-




---



##### 



Exhibit B
 Exhibit B
 Exhibit B
  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
     Exhibit C
  -45-




---



##### 



Exhibit B
   Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes
  Transfer and Exchange of Definitive Notes for Definitive Notes
 Restricted Definitive Notes to Restricted Definitive Notes
 Exhibit
B
 Exhibit B
 -46-




---



##### 



Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes
     Exhibit C
 Exhibit B
  Unrestricted Definitive Notes to Unrestricted Definitive Notes
 -47-




---



##### 



Exchange Offer
 Legends
 Private Placement Legend
   -48-




---



##### 



Global Note Legend
  Regulation S Temporary Global Note Legend
 -49-




---



##### 



Cancellation and/or Adjustment of Global Notes
 General Provisions Relating to Transfers and Exchanges.
      -50-




---



##### 



Replacement Notes
   Outstanding Notes
  -51-




---



##### 



Treasury Notes
  Temporary Notes
   Cancellation
  -52-




---



##### 



Defaulted Interest
 provided
  CUSIP Numbers
 provided
   Notices to Trustee
  -53-




---



##### 



Selection of Notes To Be Redeemed or Purchased
 pro rata pro rata
  Notice of Redemption
       -54-




---



##### 



provided
 Effect of Notice of Redemption
  Deposit of Redemption or Purchase Price
   -55-




---



##### 



Notes Redeemed or Purchased in Part
 provided
 Optional Redemption
  Redemption Date
  2017 A NotesYear
    
    Percentage2012
    
    106.93750%2013
    
    104.62500%2014
    
    102.31250%2015 and
thereafter
    
    100.00000%
 -56-




---



##### 



provided provided further
   Mandatory Redemption
 provided however
 pro rata pro rata pro rata pro rata
 -57-




---



##### 



Offers To Repurchase by Application of Excess Proceeds
  Offer Period Purchase Date pro rata Offer Amount
        -58-




---



##### 



pro rata
  pro rata
 provided
  -59-




---



##### 



Payment of Notes
 Trustee
Account provided provided further however
     -60-




---



##### 



Maintenance of Office or Agency
  provided
  Reports and Other Information
      -61-




---



##### 



provided provided
 provided
   Compliance Certificate
  -62-




---



##### 



Taxes
  Stay, Extension and Usury Laws
  Limitation on Restricted Payments.
     -63-




---



##### 



Restricted Payments
  Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
       -64-




---



##### 



-65-




---



##### 



provided
 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
 incur incurrence provided however pro forma pro forma pro forma pro forma provided further however pro forma pro forma provided further however pro forma pro forma
 -66-




---



##### 



provided however
  -67-




---



##### 



provided however
 provided provided further
 provided
    -68-




---



##### 



pro forma pro forma
   provided however,
 Refinancing Indebtedness provided however
  -69-




---



##### 



pari passu pari passu
     provided further however
 provided however,
   -70-




---



##### 



provided however pro forma
 provided
     provided
 pro forma pro forma
  -71-




---



##### 



provided
 provided however
   -72-




---



##### 



provided
   Asset Sales
 Asset Sale
 Transactions with Affiliates
 Affiliate Transaction
 -73-




---



##### 



-74-




---



##### 



provided however
       -75-




---



##### 



Liens
      Corporate Existence
  Offer to Repurchase Upon Change of Control
 Change of Control
Offer Change of Control Payment
 -76-




---



##### 



Change of Control
Payment Date
    provided
     -77-




---



##### 



Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
    provided
 -78-




---



##### 



Liquidity Amount
 Guarantor Liquidity Assets Guarantor Liquidity Facility Guarantor Liquidity Amount Non-Guarantor Liquidity Assets Non-Guarantor Liquidity Facility Liquidity Facilities  Non-Guarantor Liquidity Amount
   Merger, Consolidation or Sale of All or Substantially All Assets
  -79-




---



##### 



Successor Company provided
   pro forma
        -80-




---



##### 



Foreign Disposition provided however pro forma
  Successor Person
      -81-




---



##### 



Successor Corporation Substituted
 provided
   Events of Default
 Event of Default
     -82-




---



##### 



-83-




---



##### 



provided however
     Acceleration
   -84-




---



##### 



Other Remedies.
   Waiver of Past Defaults
  Control by Majority
  Limitation on Suits
      -85-




---



##### 



Rights of Holders of 2017 A Notes To Receive Payment
  Collection Suit by Trustee
  Restoration of Rights and Remedies
  Rights and Remedies Cumulative
  Delay or Omission Not Waiver
  -86-




---



##### 



Trustee May File Proofs of Claim
  Priorities
      -87-




---



##### 



Undertaking for Costs
    Duties of Trustee
 ; provided
       -88-




---



##### 



Rights of Trustee
      -89-




---



##### 



Individual Rights of Trustee
  Trustees Disclaimer
  -90-




---



##### 



Notice of Defaults.
  Reports by Trustee to Holders of the 2017 A Notes
   Compensation and Indemnity
   -91-




---



##### 



Replacement of Trustee or Agent
        -92-




---



##### 



provided
 Successor Trustee by Merger, etc
  Eligibility; Disqualification
   Preferential Collection of Claims Against Issuer
    Option To Effect Legal Defeasance or Covenant Defeasance
  -93-




---



##### 



Legal Defeasance and Discharge
 Legal Defeasance
      Covenant Defeasance
 Defeased Covenant Defeased Covenants Covenant Defeasance
 -94-




---



##### 



Conditions to Legal or Covenant Defeasance
         -95-




---



##### 



Deposited Money and Government Securities
 To Be Held in Trust; Other Miscellaneous Provisions
 Trustee
   Repayment to Issuer
  -96-




---



##### 



Reinstatement
 provided
   Without Consent of Holders of Notes
          -97-




---



##### 



provided however
 Exhibit D
 With Consent of Holders of Notes
   -98-




---



##### 



-99-




---



##### 



Compliance with Trust Indenture Act
  Revocation and Effect of Consents
   Notation on or Exchange of Notes
   -100-




---



##### 



Trustee To Sign Amendments, etc.
  Payment for Consent
    Guarantee
   -101-




---



##### 



-102-




---



##### 



Limitation on Guarantor Liability
 pro rata
 Execution and Delivery
      -103-




---



##### 



Subrogation
 provided
 Benefits Acknowledged
  Release of Guarantees
    provided however
   -104-




---



##### 



Satisfaction and Discharge
        -105-




---



##### 



Application of Trust Money
  provided
   Trust Indenture Act Controls
  Notices
   
 -106-




---



##### 



provided
    Communication by Holders of Notes with Other Holders of Notes
  -107-




---



##### 



Certificate and Opinion as to Conditions Precedent
    Statements Required in Certificate or Opinion
     provided however
 Rules by Trustee and Agents
  No Personal Liability of Directors,



Officers, Employees and Stockholders
  -108-




---



##### 



Governing Law
  Waiver of Jury Trial
  Force Majeure
  No Adverse Interpretation of Other Agreements
  Successors
  Severability
  -109-




---



##### 



Counterpart Originals
  Table of Contents, Headings, etc
  Qualification of Indenture
   -110-




---



##### 



ISSUER:
    Clear Channel Worldwide Holdings, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Executive Vice President, Chief
Financial Officer and SecretaryGUARANTORS:
    Clear Channel Outdoor Holdings, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Outdoor, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Adshel, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer1567 Media LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Spectacolor, LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer




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##### 



GUARANTORS:
    Clear Channel Taxi Media, LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Outdoor Holdings Company CanadaBy:
    /s/ Randall T. MaysName:
    Randall T.MaysTitle:
    Chief Financial OfficerOutdoor Management Services, Inc.By:
    /s/ Randall T. MaysName:
    Randall  T. MaysTitle:
    Chief Financial OfficerIn-ter-space Services, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer




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U.S. BANK NATIONAL ASSOCIATION,
as Trustee, Paying Agent, Registrar and Transfer AgentBy:
    /s/ Richard ProkoschName:
    Richard ProkoschTitle:
    Vice President




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[THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES
OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [  ].
INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF
THE ISSUER AT 200 EAST BASSE ROAD, SAN ANTONIO, TX 78209.]
 A-1




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1
 
 No.
    
    [$]
 
 
   
 1
    
    Rule 144A Note CUSIP: 18451QAA6
Rule 144A Note ISIN: US 18451QAA67
Regulation S Note CUSIP: U18294 AA3
Regulation S Note ISIN: USU18294AA32
Exchange Note CUSIP:
Exchange Note ISIN: A-2




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
 CLEAR CHANNEL WORLDWIDE HOLDINGS, INC., as IssuerBy:Name:Title: A-3




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U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy:Authorized Signatory A-4




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Issuer 2 Interest Payment Date
 Trustee Account provided provided further however
 
 2
    
    With respect to the Initial Notes A-5




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provided
  Indenture Trust Indenture Act
   Redemption Date
 provided
 A-6




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##### 



provided further
  2017 AYear
    
    Notes Percentage2012
    
    106.93750%2013
    
    104.62500%2014
    
    102.31250%2015 and thereafter
    
    100.00000%
   provided however,
 pro rata
 A-7




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pro rata pro rata pro rata
  Change of
Control Offer Change of Control Payment
    A-8




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2017 A Registration Rights Agreement
    
 A-9




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A-10




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To assign this 2017 A Note, fill in the form below:
 (I) or (we) assign and transfer this 2017 A Note to:(Insert assignees legal name)
 
  
 
 
 
  
 Date:
 Your Signature:(Sign exactly as your name appears on
the face of this 2017 A Note)
 Signature Guarantee*:
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee). A-11




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o o
  
 Date:
 Your Signature:(Sign exactly as your name appears on
the face of this 2017 A Note)
 Tax Identification No.:
 Signature Guarantee*:
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A-12




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Principal AmountofAmount of
    
    
    Amount of increase
    
    
    this Global Note
    
    
    Signature ofdecrease
    
    
    in Principal
    
    
    following such
    
    
    authorized officerDate of
    
    in Principal
    
    
    Amount of this
    
    
    decrease or
    
    
    of Trustee or NoteExchange
    
    Amount
    
    
    Global Note
    
    
    increase
    
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form A-13




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##### 



Indenture
 Transferor  Transfer
  Securities Act
  B-1




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B-2




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B-3




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##### 



[Insert Name of Transferor]By:Name:Title: Dated:
 B-4




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##### 



1.
    
    The Transferor owns and proposes to transfer the following:
  (a)
    
    [  ] a beneficial interest in the:
 (i)
    
    [  ] 144A Global Note (CUSIP [     ]), or(ii)
    
    [  ] Regulation S Global Note (CUSIP [     ]), or
 (b)
    
    [  ] a Restricted Definitive Note.2.
    
    After the Transfer the Transferee will hold:
  (a)
    
    [  ] a beneficial interest in the:
 (i)
    
    [  ] 144A Global Note (CUSIP [     ]), or(ii)
    
    [  ] Regulation S Global Note (CUSIP [     ]), or(iii)
    
    [  ] Unrestricted Global Note (CUSIP [     ]); or
 (b)
    
    [  ] a Restricted Definitive Note; or(c)
    
    [  ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.
 B-5




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##### 



Indenture
 Owner  Exchange
  o Securities Act
 o
 C-1




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##### 



o
 o
  o
 o o o
 C-2




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##### 



[Insert Name of Transferor]By:Name:Title: Dated:
 C-3




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Supplemental Indenture    Guaranteeing Subsidiary Company Trustee
  Issuer Indenture 2017 A Notes
 Guarantee
    Capitalized Terms
 Agreement to Guarantee
 No Recourse Against Others
 D-1




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Governing Law
 Counterparts
 Effect of Headings
 The Trustee
 Subrogation provided
 Benefits Acknowledged
 Successors
 D-2




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[GUARANTEEING SUBSIDIARY]By:Name:Title:U.S Bank National Association, as TrusteeBy:Name:Title: D-3