Form 8-K

8-K — Clear Channel Outdoor Holdings, Inc.

Accession: 0001213900-26-042767

Filed: 2026-04-13

Period: 2026-04-09

CIK: 0001334978

SIC: 7310 (SERVICES-ADVERTISING)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285692-8k_clear.htm (Primary)

EX-4.1 — SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE SUBSIDIARY GUARANTORS NAMED THEREIN, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, RELATING TO THE COMPANY'S 7.875% SENIOR SECURED NOTES (ea028569201ex4-1.htm)

EX-4.2 — SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE SUBSIDIARY GUARANTORS NAMED THEREIN, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, RELATING TO THE COMPANY'S 7.125% SENIOR SECURED NOTES (ea028569201ex4-2.htm)

EX-4.3 — SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE SUBSIDIARY GUARANTORS NAMED THEREIN, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, RELATING TO THE COMPANY'S 7.500% SENIOR SECURED NOTES (ea028569201ex4-3.htm)

EX-10.1 — SEVENTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF APRIL 10, 2026, BY AND AMONG CLEAR CHANNEL OUTDOOR HOLDINGS, INC., THE SEVERAL LENDERS FROM TIME TO TIME PARTY THERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE (ea028569201ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 13, 2026 (ea028569201ex99-1.htm)

GRAPHIC (ea028569201_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 9, 2026

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-32663

88-0318078

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

4830 North Loop 1604W, Suite 111

San Antonio, Texas, 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (210) 547-8800

Not Applicable

(Former name or former address, if changed

since last report.)

Check the appropriate box below

if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

CCO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indentures

On April 9, 2026, Clear Channel

Outdoor Holdings, Inc. (the “Company”), certain subsidiary guarantors (the “Subsidiary Guarantors”), and U.S.

Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such

capacity, the “Notes Collateral Agent”), entered into certain supplemental indentures, including (i) a supplemental indenture

(the “2030 Notes Supplemental Indenture”) to the Indenture, dated March 18, 2024 (the “2030 Notes Indenture”)

governing its 7.875% Senior Secured Notes due 2030 (the “2030 Notes”), (ii) a supplemental indenture (the “2031 Notes

Supplemental Indenture”) to the Indenture, dated August 4, 2025 (the “2031 Notes Indenture”) governing its 7.125% Senior

Secured Notes due 2031 (the “2031 Notes”), and (iii) a supplemental indenture (the “2033 Notes Supplemental Indenture”,

and, together with the 2030 Notes Supplemental Indenture and 2031 Notes Supplemental Indenture, each, a “Supplemental Indenture”

and, collectively, the “Supplemental Indentures”) to the Indenture, dated March 18, 2024 (the “2033 Notes Indenture”,

and, together with the 2030 Notes Indenture and 2031 Notes Indenture, each, an “Indenture” and, collectively, the “Indentures”)

governing its 7.500% Senior Secured Notes due 2033 (the “2033 Notes”, and, together with the 2030 Notes and 2031 Notes, the

“Notes”).

The Company and the Subsidiary

Guarantors entered into each of the Supplemental Indentures following receipt of the requisite consents from holders of the Notes pursuant

to the Company’s previously announced consent solicitation (the “Consent Solicitation”) to amend certain provisions

of the Indentures, which expired at 5:00 p.m., New York City time on April 10, 2026. The Consent Solicitation was conducted in connection

with the Company’s previously announced entry into an Agreement and Plan of Merger, dated February 9, 2026 (the “Merger Agreement”),

with Madison Parent Inc. (“Parent”) and Madison Merger Sub Inc. (“Merger Sub”), pursuant to which Merger Sub will

be merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. The

Company solicited consents to amend the defined term “Change of Control” in each of the Indentures to provide that the Merger

will not constitute a Change of Control under any of the Indentures and to add or amend certain other defined terms contained in each

of the Indentures related to the foregoing (the “Proposed Indenture Amendments”).

The Supplemental Indentures

became effective immediately upon execution, but each of the Proposed Indenture Amendments will not become operative, among certain other

conditions, until immediately prior to the consummation of the Merger, and will cease to be effective if the Merger Agreement

is terminated in accordance with its terms and the Merger is not consummated.

Credit Agreement Amendment

On April 10, 2026, in connection

with the Credit Agreement dated as of August 23, 2019, among the Company, the several lenders from time to time party thereto, Deutsche

Bank AG New York Branch, as Administrative Agent and as collateral agent, and the other parties thereto (as amended, restated, amended

and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and as amended by the

Seventh Amendment (as defined below), the “Amended Credit Agreement”), the Company, the Administrative Agent and the lenders

party thereto entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”), dated as of April 10, 2026,

following receipt of the requisite consents from lenders pursuant to the Existing Credit Agreement. The Company solicited consents to

amend the defined term “Change of Control” in the Existing Credit Agreement to provide that the Merger will not constitute

a Change of Control under the Amended Credit Agreement and to add or amend certain other defined terms contained in the Amended Credit

Agreement related to the foregoing (the “Proposed Credit Agreement Amendments”, and together with the Proposed Indenture Amendments,

the “Proposed Amendments”).

The Seventh Amendment became

effective immediately upon its execution, but the Proposed Credit Agreement Amendments will not become operative, among certain other

conditions, until immediately prior to the consummation of the Merger, and will cease to be operative if the Merger Agreement is terminated

in accordance with its terms and the Merger is not consummated.

The foregoing descriptions

of the Supplemental Indentures and the Seventh Amendment are summaries and are qualified in their entirety by reference to each of the

Supplemental Indentures, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, and the Seventh Amendment, which is attached hereto as

Exhibit 10.1, and are incorporated by reference into this Item 1.01.

Item

7.01. Regulation FD Disclosure.

In connection with the Consent

Solicitation, the Company issued a press release on April 13, 2026 announcing the receipt of the consents required to effect the Proposed

Amendments and the entry into the Supplemental Indentures and Seventh Amendment in connection therewith. A copy of such press release

is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.

The information provided under

Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with

the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference

into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange

Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report

on Form 8-K in such a filing.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this

Current Report on Form 8-K, including statements regarding the Merger, stockholder approvals (including the Requisite Stockholder Approval

(as defined in the Merger Agreement)), any expected timetable for completing the Merger, the expected benefits of the Merger and any other

statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future

events or performance that are not historical fact constitute “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “expect,”

“anticipate,” “estimate,” “believe,” “forecast,” “goal,” “intend,”

“objective,” “plan,” “project,” “seek,” “strategy,” “target,”

“will” and similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements

are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. These

statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are

beyond the Company’s control and are difficult to predict. These risks and uncertainties include, but are not limited to: uncertainties

associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect

the Company’s business, results of operations, financial condition, and the trading price of the Company’s common stock; the

occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances

requiring the Company to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate

the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority

of the outstanding shares of the Company’s common stock and obtaining required regulatory approvals; the risk that restrictions

on the operation of the Company’s business during the pendency of the Merger may impact the Company’s ability to pursue certain

business opportunities or strategic transactions or undertake certain actions the Company might otherwise have taken; potential litigation

relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the Merger could have adverse

effects on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the Merger and

its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and

to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the

Merger will be satisfied or that the Merger will close within any anticipated time period. Various risks that could cause future results

to differ from those expressed by the forward-looking statements included in this Current Report on Form 8-K are described in the section

entitled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, initially

filed with the SEC on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended

December 31, 2025, filed with the SEC on March 27, 2026 (the “Annual Report”), as well as other risks and forward-looking

statements in other reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date of this Current Report on Form 8-K or the date of any document referred to in this Current Report on Form

8-K. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking

statements because of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1

Supplemental Indenture, dated as of April 9, 2026, by and among Clear Channel Outdoor Holdings, Inc., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 7.875% Senior Secured Notes.

4.2

4.3

10.1

Seventh Amendment to Credit Agreement, dated as of April 10, 2026, by and among Clear Channel Outdoor Holdings, Inc., the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, and each other party thereto, relating to the Company’s Existing Credit Agreement.

99.1

Press Release, dated April 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Date: April 13, 2026

By:

/s/ David Sailer

David Sailer

Chief Financial Officer

EX-4.1

Filename: ea028569201ex4-1.htm · Sequence: 2

Exhibit 4.1

SUPPLEMENTAL INDENTURE.

This SUPPLEMENTAL INDENTURE

is entered into as of April 9, 2026 (this “Supplemental Indenture”), among Clear Channel Outdoor Holdings, Inc., a

Delaware corporation (the “Company” or the “Issuer”), the Guarantors party hereto (the “Guarantors”)

and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”) and as

collateral agent (the “Collateral Agent”).

WHEREAS, the Company has heretofore

executed and delivered to the Trustee an indenture dated as of March 18, 2024 (as amended or supplemented from time to time prior to the

date of this Supplemental Indenture, the “Indenture”), providing for the issuance of the Company’s 7.875% Senior

Secured Notes due 2030 (the “Notes”);

WHEREAS, on February 9, 2026,

the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger

Agreement”), with Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a

Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge

with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent;

WHEREAS, the consummation

of the Merger will result in Parent acquiring beneficial ownership of 100% of the total voting power of the voting stock of the Company

and would constitute a “Change of Control” under clause (2) of the definition thereof in the Indenture;

WHEREAS, Section 4.14(f) of

the Indenture provides that the provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase

the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal

amount of the then outstanding Notes;

WHEREAS, the Company desires

to amend the definitions of “Change of Control” and “Permitted Holder” to provide that the consummation of the

Merger and the transactions contemplated by the Merger Agreement shall not constitute a Change of Control thereunder;

WHEREAS, pursuant to Article

9 of the Indenture, the Company solicited and received consents (the “Consent Solicitation”), upon the terms and subject

to the conditions set forth in the Company’s Consent Solicitation Statement dated April 6, 2026 (as amended and supplemented as

of the date of this Supplemental Indenture, the “Consent Solicitation Statement”), of Holders representing a majority

in aggregate principal amount of the outstanding Notes, excluding any Notes beneficially owned by the Company or any of its Affiliates

(the “Requisite Consent”), to amend the Indenture as contemplated by this Supplemental Indenture;

WHEREAS, the Company has delivered

to the Trustee, pursuant to Sections 9.06 and 13.04 of the Indenture, an Officer’s Certificate and an Opinion of Counsel stating

that all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied

with and that the execution of this Supplemental Indenture is authorized or permitted by the Indenture;

WHEREAS, Section 9.04 of the

Indenture provides that upon execution of a supplemental indenture, the Indenture shall be modified therewith, and such supplemental indenture

shall form a part of the Indenture for all purposes, and every Holder theretofore or thereafter authenticated and delivered shall be bound

thereby;

WHEREAS, in connection with

the Consent Solicitation, Holders that have delivered a valid unrevoked consent on a timely basis are entitled to receive a pro rata share

of a fixed aggregate consent payment of $2,162,500 (the “Consent Payment”), allocated among such Holders based on the

aggregate principal amount of Notes for which Consents are validly delivered and not revoked, payable on the date of consummation of the

Merger (the “Consent Payment Date”), in each case subject to the terms and conditions set forth in the Consent Solicitation

Statement; and

WHEREAS, all acts and requirements

necessary to make this Supplemental Indenture a valid and binding obligation of the Company and the Guarantors have been completed, subject

to certain terms, conditions and limitations as provided herein.

NOW, THEREFORE, the parties hereto agree

as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 New

Definitions.

The following definitions shall be added to Section

1.01 of the Indenture:

“Consent Payment

Conditions” means, collectively, (i) the absence of any law or regulation, and the absence of any injunction or action or other

proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid

or enjoin the implementation of the Proposed Amendments or the payment of the Consent Payment or that would question the legality or validity

thereof and (ii) the consummation of the Merger.

“Investors”

means:

(a) any funds managed or advised by MIC Capital Management UK

LLP and/or any of its Affiliates and Related Funds and/or any of its successors and assigns; and

(b) TWG Global LLC and/or any of its Affiliates and Related Funds and/or any of its successors and assigns;

in each case, other

than any portfolio operating companies.

“Merger”

means the merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent, pursuant to

the Merger Agreement.

“Merger Agreement”

means the Agreement and Plan of Merger, dated as of February 9, 2026, among the Issuer, Parent and Merger Sub, as it may be amended, supplemented

or modified from time to time.

“Merger Sub”

means Madison Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent.

“Parent”

means Madison Parent Inc., a Delaware corporation.

“Related Fund”

in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or

investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment

manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

ARTICLE 2

AMENDMENTS

Section 2.1 Amendments

to the Definition of “Change of Control.”

The definition of “Change

of Control” in Section 1.01 of the Indenture is hereby amended by adding the following paragraph at the end thereof:

“Notwithstanding the

foregoing, the consummation of the Merger pursuant to the Merger Agreement and the other transactions contemplated thereby, including

the acquisition of beneficial ownership of Voting Stock of the Issuer by Parent or the Investors, shall not constitute a ‘Change

of Control’ for purposes of this Indenture.”

Section 2.2 Amendment

to the Definition of “Permitted Holder.”

The definition of “Permitted

Holder” in Section 1.01 of the Indenture is hereby amended as follows (additions indicated by double underline bold; deletions indicated

by strikethrough):

“Permitted Holder”

means (a) any

of the members of management of the Issuer (or any of its direct or indirect parent companies) who are holders of Equity Interests of

the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3)

or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that (x) in the

case of such group and without giving effect to the existence of such group or any other group, such members of management, collectively,

have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer

or any of its direct or indirect parent companies and (y) for purposes of this definition, the amount of Equity Interests held by members

of management who qualify as “Permitted Holders” shall never exceed the amount of Equity Interests held by such members of

management on the Issue Date. Any; (b) any person or group

whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes

a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.14 hereof (or

would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with Section 4.14

hereof), together with its Affiliates; and (c) the Investors and any group (within

the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the Investors are

members; provided that, in the case of such group and without giving effect to the existence of such group or any other group,

such Investors, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or

any of its direct or indirect parent companies owned by such group, constitute an additional Permitted Holder.

ARTICLE 3

WAIVERS

Section 3.1 Waiver of

Defaults.

The Holders hereby waive any

and all Defaults or Events of Default under the Indenture that have arisen or may arise as a result of, or in connection with, the consummation

of the Merger and the transactions contemplated by the Merger Agreement.

ARTICLE 4

INOPERATIVE PROVISIONS; FALL-AWAY

Section 4.1 Fall-Away

upon Termination.

(a) If the Merger Agreement

is terminated in accordance with its terms prior to the consummation of the Merger:

(i) the amendments set forth

in Article 2 of this Supplemental Indenture shall not become operative;

(ii) the waivers set forth

in Article 3 of this Supplemental Indenture shall automatically and without further action cease to be operative and shall be of no further

force and effect; and

(iii) the Indenture shall

be deemed to continue in full force and effect as if this Supplemental Indenture had not been entered into, and no Default or Event of

Default shall be deemed to have arisen or to exist as a result of the Change of Control that would have occurred upon consummation of

the Merger or the transactions contemplated by the Merger Agreement.

(b) The Company shall provide

written notice (which may be by e-mail) to the Trustee promptly, and in any event within five Business Days, upon the occurrence of any

of the following: (i) the termination of the Merger Agreement, (ii) the consummation of the Merger or (iii) the payment of the Consent

Payment.

Section 4.2 Inoperative

Upon Payment Failure Notice From Holders.

Upon the valid written notice

(such notice, a “Payment Failure Notice”) to the Trustee from either the Holders of at least 30% in aggregate principal

amount of the outstanding Notes or by the Trustee on behalf of such Holders that the Consent Payment (or any component thereof) was not

made with respect to the Notes at or promptly after the Consent Payment Date, this Supplemental Indenture will terminate and the rights

of the Holders will be reinstated as set forth in the Indenture immediately prior to the Effective Time. For the avoidance of doubt, such

Payment Failure Notice may not be provided by the Company.

Section 4.3 Notes

Remain Outstanding.

Irrespective of whether the

Proposed Amendments become effective and/or operative, the Notes will continue to legally exist, will remain outstanding and will be secured

in accordance with all of the terms of the Indenture, the Notes and the Security Documents.

Section 4.4 Trustee

Right to Initiate Legal Proceedings.

To the extent the Consent

Payment Conditions are satisfied with respect to the Notes, but the Consent Payment with respect to the Notes is not made, or caused to

be made, by the Company on the date of consummation of the Merger or within 30 days thereafter in accordance with the terms of and as

described in the Consent Solicitation Statement, then, upon receipt of a request from the Holders of 30% or more of the Notes, the Trustee

shall institute appropriate legal proceedings to cause the Company to pay, or cause to be paid, such Consent Payment with respect to the

Notes in accordance with the terms of and as described in the Consent Solicitation Statement. This right and remedy herein conferred upon

the Trustee and the Holders of the Notes is not intended to be exclusive of any other right or remedy given under the Indenture or now

or hereafter existing at law or in equity or otherwise, and the assertion of this right and remedy shall not prevent the concurrent assertion

or employment of any other appropriate right or remedy. No delay or omission of the Trustee or the Holders of the Notes to exercise this

right and remedy shall impair such right and remedy or constitute a waiver of this right and remedy. This provision is subject to all

of the rights and privileges of the Trustee in accordance with Article VII of the Indenture, including the right of the Trustee to request

security or indemnity prior to taking any action pursuant to this provision. In accordance with and subject to Article VII of the Indenture,

the Company shall be responsible for all reasonable actual and documented expenses incurred by the Trustee in connection with any legal

proceedings instituted by the Trustee pursuant to this provision.

ARTICLE 5

EFFECTIVENESS

Section 5.1 Effective

Time.

This Supplemental Indenture

shall become legally effective immediately upon its execution by the parties hereto in accordance with the provisions of Sections 9.02

and 9.04 of the Indenture (the “Effective Time”), after which this Supplemental Indenture shall form a part of the

Indenture for all purposes and each Holder shall be bound hereby.

Section 5.2 Operative

Time.

The amendments set forth in

Sections 2.1 and 2.2 hereof and the waivers set forth in Article 3 hereof (together, the “Proposed Amendments”) shall

become effective at the Effective Time but shall become operative only immediately prior to the consummation of the Merger (the “Operative

Time”). Until the Operative Time, the Indenture shall continue in full force and effect without giving effect to the Proposed

Amendments.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Instruments

To Be Read Together.

This Supplemental Indenture

is executed as and shall constitute an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental

Indenture shall henceforth be read together.

Section 6.2 Confirmation.

Except as expressly amended

or waived hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain

in full force and effect. Any reference in the Indenture to the Indenture, “hereof” or other words of like import shall be

to the Indenture as so supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for

all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby and entitled to the rights created

hereunder.

Section 6.3 Terms

Defined.

Capitalized terms used in

this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

Section 6.4 Parties.

Nothing expressed or mentioned

herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or

equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein

contained.

Section 6.5 Governing

Law.

THIS SUPPLEMENTAL INDENTURE

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.6 Severability

Clause.

In case any provision in this

Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality

or unenforceability.

Section 6.7 Trustee

Matters.

The Trustee makes no representation

or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of

which recitals are made solely by the other parties hereto.

Section 6.8 Counterparts.

The parties hereto may sign

one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Delivery of an executed counterpart of this Supplemental Indenture by facsimile or electronic transmission (including in pdf or similar

format) shall be as effective as delivery of a manually executed counterpart hereof.

Section 6.9 Headings.

The headings of the Articles

and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning

or interpretation of any provisions hereof.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC., as Issuer

By:

/s/ David Sailer

Name:

David Sailer

Title:

Executive Vice President and

Chief Financial Officer

GUARANTORS:

1567 MEDIA LLC

CLEAR CHANNEL ADSHEL, INC.

CLEAR CHANNEL AIRPORTS, INC.

CLEAR CHANNEL ELECTRICAL SERVICES, LLC

CLEAR CHANNEL IP, LLC

CLEAR CHANNEL METRA, LLC

CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA

CLEAR CHANNEL SPECTACOLOR, LLC

EXCEPTIONAL OUTDOOR, INC.

GET OUTDOORS FLORIDA, LLC

UNIVERSAL OUTDOOR, INC.

By:

/s/ David Sailer

Name:

David Sailer

Title:

Chief Financial Officer, Treasurer

and Assistant Secretary

CLEAR CHANNEL OUTDOOR, LLC

By:

/s/ David Sailer

Name:

David Sailer

Title:

Executive Vice President, Treasurer

and Assistant Secretary

CCOI HOLDCO III, LLC

CCOI HOLDCO PARENT I, LLC

CCOI HOLDCO PARENT II, LLC

CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.

By:

/s/ David Sailer

Name:

David Sailer

Title:

President, Chief Financial Officer,

Treasurer

and Assistant Secretary

OUTDOOR MANAGEMENT SERVICES, INC.

By:

/s/ David Sailer

Name:

David Sailer

Title:

Chief Financial Officer and Assistant Secretary

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

By:

/s/ Wally Jones

Name:

Wally Jones

Title:

Authorized Signatory

EX-4.2

Filename: ea028569201ex4-2.htm · Sequence: 3

Exhibit 4.2

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE

is entered into as of April 9, 2026 (this “Supplemental Indenture”), among Clear Channel Outdoor Holdings, Inc., a

Delaware corporation (the “Company” or the “Issuer”), the Guarantors party hereto (the “Guarantors”)

and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”) and as

collateral agent (the “Collateral Agent”).

WHEREAS, the Company has heretofore

executed and delivered to the Trustee an indenture dated as of August 4, 2025 (as amended or supplemented from time to time prior to the

date of this Supplemental Indenture, the “Indenture”), providing for the issuance of the Company’s 7.125% Senior

Secured Notes due 2031 (the “Notes”);

WHEREAS, on February 9, 2026,

the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger

Agreement”), with Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a

Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge

with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent;

WHEREAS, the consummation

of the Merger will result in Parent acquiring beneficial ownership of 100% of the total voting power of the voting stock of the Company

and would constitute a “Change of Control” under clause (2) of the definition thereof in the Indenture;

WHEREAS, Section 4.14(f) of

the Indenture provides that the provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase

the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal

amount of the then outstanding Notes;

WHEREAS, the Company desires

to amend the definitions of “Change of Control” and “Permitted Holder” to provide that the consummation of the

Merger and the transactions contemplated by the Merger Agreement shall not constitute a Change of Control thereunder;

WHEREAS, pursuant to Article

9 of the Indenture, the Company solicited and received consents (the “Consent Solicitation”), upon the terms and subject

to the conditions set forth in the Company’s Consent Solicitation Statement dated April 6, 2026 (as amended and supplemented as

of the date of this Supplemental Indenture, the “Consent Solicitation Statement”), of Holders representing a majority

in aggregate principal amount of the outstanding Notes, excluding any Notes beneficially owned by the Company or any of its Affiliates

(the “Requisite Consent”), to amend the Indenture as contemplated by this Supplemental Indenture;

WHEREAS, the Company has delivered

to the Trustee, pursuant to Sections 9.06 and 13.04 of the Indenture, an Officer’s Certificate and an Opinion of Counsel stating

that all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied

with and that the execution of this Supplemental Indenture is authorized or permitted by the Indenture;

WHEREAS, Section 9.04 of the

Indenture provides that upon execution of a supplemental indenture, the Indenture shall be modified therewith, and such supplemental indenture

shall form a part of the Indenture for all purposes, and every Holder theretofore or thereafter authenticated and delivered shall be bound

thereby;

WHEREAS, in connection with

the Consent Solicitation, Holders that have delivered a valid unrevoked consent on a timely basis are entitled to receive a pro rata share

of a fixed aggregate consent payment of $2,875,000 (the “Consent Payment”), allocated among such Holders based on the

aggregate principal amount of Notes for which Consents are validly delivered and not revoked, payable on the date of consummation of the

Merger (the “Consent Payment Date”), in each case subject to the terms and conditions set forth in the Consent Solicitation

Statement; and

WHEREAS, all acts and requirements

necessary to make this Supplemental Indenture a valid and binding obligation of the Company and the Guarantors have been completed, subject

to certain terms, conditions and limitations as provided herein.

NOW, THEREFORE, the parties hereto agree

as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 New

Definitions.

The following definitions shall be added to Section

1.01 of the Indenture:

“Consent Payment

Conditions” means, collectively, (i) the absence of any law or regulation, and the absence of any injunction or action or other

proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid

or enjoin the implementation of the Proposed Amendments or the payment of the Consent Payment or that would question the legality or validity

thereof and (ii) the consummation of the Merger.

“Investors”

means:

(a) any funds managed or advised by MIC Capital Management UK LLP and/or any of its Affiliates and Related

Funds and/or any of its successors and assigns; and