iHeartCommunications, Inc. (bond offers)

To:
iHeartCommunications, Inc.
c/o Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Facsimile: 212-624-0294
To Confirm: 866-470-3700 (Toll-Free)
or 212-925-1630 (Collect)
Email: info@gbsc-usa.com
Attention: Corporation Actions

Ladies and Gentlemen:

The undersigned acknowledges receipt of your letter dated March 15, 2017. Capitalized terms used and not defined in this letter shall have the meanings set forth in your letter.

The undersigned hereby represents and warrants to iHeartCommunications, Inc. (“iHeartCommunications”) as follows:

(1)      The undersigned is the beneficial owner, or is acting on behalf of a beneficial owner, of the following notes issued by iHeartCommunications (the “notes”) in such amounts as indicated below:

Existing Notes CUSIP Insert Principal Amount of Existing Notes Owned
9.0% Priority Guarantee Notes due 2019 184502BL5
9.0% Priority Guarantee Notes due 2019 184502BK7
9.0% Priority Guarantee Notes due 2019 184502BJ0
9.0% Priority Guarantee Notes due 2019 U18285AH6
9.0% Priority Guarantee Notes due 2021 184502BG6
11.25% Priority Guarantee Notes due 2021 184502BN1
11.25% Priority Guarantee Notes due 2021 45174HAF4
11.25% Priority Guarantee Notes due 2021 45174HAG2
11.25% Priority Guarantee Notes due 2021 U45057AC7
9.0% Priority Guarantee Notes due 2022 45174HAA5
10.625% Priority Guarantee Notes due 2023 45174HAC1
Senior Notes due 2021 184502BQ4
Senior Notes due 2021 184502BP6
Senior Notes due 2021 U18285AK9

(2)      The undersigned is, or in the event that the undersigned is acting on behalf of a beneficial owner of the notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is, a (check all that apply):

“Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act

Institutional “Accredited Investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act

Other “Accredited Investor” as defined in Rule 501(a)(4), (5), (6) or (8) under the Securities Act

not a “U.S. Person” as defined in Rule 902 under the Securities Act

a "U.S. Person" but not a "Qualified Institutional Buyer" or an "Accredited Investor"

a “Qualified Purchaser” as defined under the Investment Company Act

not a “Qualified Purchaser” as defined under the Investment Company Act

a resident of the following U.S. State or territory: (Insert U.S. State or territory)

not a resident of a U.S. State or territory

The undersigned understands that it is providing the information contained herein to iHeartCommunications solely for purposes of undertaking a transaction with respect to the notes. This letter neither is an offer with respect to the notes nor creates any obligations whatsoever on the part of iHeartCommunications to make any offer or on the part of the undersigned to participate in any offer.

The undersigned agrees that it (1) will not copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction iHeartCommunications may undertake, (2) will not distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) will notify iHeartCommunications if any of the representations it makes in this letter cease to be correct.

                                                                                                             Very truly yours,

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