iHeartCommunications, Inc. (term loan 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 a holder of term loans under the Credit Agreement in such amounts as indicated below:

Existing Notes CUSIP Insert Principal Amount of Existing Notes Owned
Term Loan D n/a
Term Loan E n/a

(2)      The undersigned is (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

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

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

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

The undersigned understands that it is providing the information contained herein to iHeartCommunications solely for purposes of undertaking a transaction with respect to the term loans. This letter neither is an offer with respect to the term loans 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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