CCO 10-K Annual Report Dec. 31, 2017 | Alphaminr
Clear Channel Outdoor Holdings, Inc.
ALPHAMINR

CCO 10-K Fiscal year ended Dec. 31, 2017

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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Summary Of Significant Accounting PoliciesNote 2 Property, Plant and Equipment, Intangible Assets and GoodwillNote 3 Asset Retirement ObligationNote 4 Long-term DebtNote 5 Commitments and ContingenciesNote 6 Related Party TransactionsNote 7 Income TaxesNote 8 Stockholders Equity (deficit)Note 9 Employee Stock and Savings PlansNote 10 Other InformationNote 12 Quarterly Results Of Operations (unaudited)Note 11 Segment DataNote 13 Guarantor SubsidiariesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit3.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 3.2 Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc. as amended (Incorporated by reference to Exhibit3.2 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2007). 4.1 Form of Specimen Class A Common Stock certificate of Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit4.1 to Amendment No.4 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on FormS-1 (File No.333-127375) filed on October25, 2005). 4.2 Indenture with respect to 7.625% SeriesA Senior Subordinated Notes due 2020, dated as of March15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on March16, 2012). 4.3 Indenture with respect to 7.625% SeriesB Senior Subordinated Notes due 2020, dated as of March15, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on March16, 2012). 4.4 Indenture with respect to 6.50% SeriesA Senior Notes due 2022, dated as of November19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit4.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on November19, 2012). 4.5 Indenture with respect to 6.50% SeriesB Senior Notes due 2022, dated as of November19, 2012, by and among Clear Channel Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other guarantors party thereto and U.S.Bank National Association, as trustee (Incorporated by reference to Exhibit4.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on November19, 2012). 4.6 Indenture, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, and U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on December 16, 2015). 4.7 Supplemental Indenture, dated as of August 14, 2017, among Clear Channel International B.V., the guarantors party thereto, and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to Clear Channel Outdoor Holdings, Inc.'s Current Report on Form 8-K filed on August 14, 2017). 10.1 Amended and Restated Credit Agreement, dated as of February23, 2011, by and among iHeartCommunications, Inc., the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit10.1 to the iHeartCommunications, Inc. Current Report on Form8-K filed on February24, 2011). 10.2 Amendment No.1 to Amended and Restated Credit Agreement, dated as of October25, 2012, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit10.1 to the iHeartCommunications, Inc. Current Report on Form8-K filed on October25, 2012). 10.3 Collateral Sharing Agreement, dated as of October25, 2012, by and among Citibank N.A. as Administrative Agent, U.S.Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as collateral agent (Incorporated by reference to Exhibit10.2 to the iHeartCommunications, Inc. Current Report on Form8-K filed on October25, 2012). 10.4 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 31, 2013, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A. as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on June 4, 2013). 10.5 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 18, 2013, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, the subsidiary co-borrowers party thereto, the foreign subsidiary revolving borrowers thereto, Citibank, N.A., as Administrative Agent, the lenders from time to time party thereto and the other agents party thereto (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on December 18, 2013). 10.6 Revolving Promissory Note dated November10, 2005 payable by Clear Channel Outdoor Holdings, Inc. to iHeartCommunications, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit10.7 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.7 First Amendment, dated as of December23, 2009, to the Revolving Promissory Note, dated as of November10, 2005, by Clear Channel Outdoor Holdings, Inc., as Maker, to iHeartCommunications, Inc. (Incorporated by reference to Exhibit10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2009). 10.8 Second Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November 10, 2005, by Clear Channel Outdoor Holdings, Inc., as maker, and iHeartCommunications, Inc., as payee (incorporated by reference to Exhibit 10.3 to iHeartCommunications, Inc.'s Current Report on Form 8-K filed December 1, 2017). 10.9 Revolving Promissory Note dated November10, 2005 payable by iHeartCommunications, Inc. to Clear Channel Outdoor Holdings, Inc. in the original principal amount of $1,000,000,000 (Incorporated by reference to Exhibit10.8 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.10 First Amendment, dated as of December23, 2009, to the Revolving Promissory Note, dated as of November10, 2005, by iHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.24 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2009). 10.11 Second Amendment, dated as of October 23, 2013, to the Revolving Promissory Note, dated as of November 10, 2005, by iHeartCommunications, Inc., as Maker, to Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the iHeartCommunications, Inc. Current Report on Form 8-K filed on October 23, 2013). 10.12 Third Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November 10, 2005, by iHeartCommunications, Inc., as maker, and Clear Channel Outdoor Holdings, Inc., as payee (incorporated by reference to Exhibit 10.2 to iHeartCommunications, Inc.'s Current Report on Form 8-K filed December 1, 2017). 10.13 Master Agreement dated November16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.14 Registration Rights Agreement dated November16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.15 Corporate Services Agreement dated November16, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit10.3 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December31, 2005). 10.16 Tax Matters Agreement dated November10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit10.4 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.17 Employee Matters Agreement dated November10, 2005 between Clear Channel Outdoor Holdings, Inc. and iHeartCommunications, Inc. (Incorporated by reference to Exhibit10.5 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.18 Amended and Restated License Agreement dated November10, 2005 between iHM Identity, Inc. and Outdoor Management Services, Inc. (Incorporated by reference to Exhibit10.6 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2005). 10.19 First Amendment to Amended and Restated License Agreement dated January 14, 2014 between iHM Identity, Inc. and Outdoor Management Services, Inc. (Incorporated by reference to Exhibit 10.17 to the Clear Channel Outdoor Holdings, Inc. Form 10-K for the year ended December 31, 2014). 10.20 Summary Description of 2012Supplemental Incentive Plan (Incorporated by reference to Exhibit10.1 to the iHeartMedia, Inc. Current Report on Form8-K filed on February23, 2012). 10.21 Clear Channel Outdoor Holdings, Inc. 2005Stock Incentive Plan, as amended and restated (the CCOH Stock Incentive Plan) (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on April30, 2007). 10.22 First Form of Option Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on FormS-8 (File No.333-130229) filed on December9, 2005). 10.23 Form of Option Agreement under the CCOH Stock Incentive Plan (approved February21, 2011) (Incorporated by reference to Exhibit10.33 to the iHeartMedia, Inc. Annual Report on Form10-K for the year ended December31, 2011). 10.24 Form of Restricted Stock Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit10.3 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on FormS-8 (File No.333-130229) filed on December9, 2005). 10.25 Form of Restricted Stock Unit Award Agreement under the CCOH Stock Incentive Plan (Incorporated by reference to Exhibit10.16 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2010). 10.26 Clear Channel Outdoor Holdings, Inc. 2012Stock Incentive Plan (the CCOH 2012 Stock Incentive Plan) (Incorporated by reference to Exhibit99.1 to the Clear Channel Outdoor Holdings, Inc. Registration Statement on FormS-8 (File No.333-181514) filed on May18, 2012). 10.27 Form of Option Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.25 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.28 Form of Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.26 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.29 Form of Restricted Stock Unit Award Agreement under the CCOH 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.27 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.31 Relocation Policy - Chief Executive Officer and Direct Reports (Guaranteed Purchase Offer) (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on October21, 2010). 10.32 Relocation Policy - Chief Executive Officer and Direct Reports (Buyer Value Option) (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on October21, 2010). 10.33 Relocation Policy - Function Head Direct Reports (Incorporated by reference to Exhibit10.3 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on October21, 2010). 10.34 Form of Independent Director Indemnification Agreement (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on June3, 2009). 10.35 Form of Affiliate Director Indemnification Agreement (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on June3, 2009). 10.36 Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert W. Pittman dated September18, 2012 (Incorporated by reference to Exhibit10.4 to the iHeartMedia, Inc. Quarterly Report on Form10-Q for the quarter ended September30, 2012). 10.37 Indemnification Agreement by and among Clear Channel Outdoor Holdings, Inc. and Robert H. Walls, Jr. dated September5, 2012 (Incorporated by reference to Exhibit10.6 to the iHeartMedia, Inc. Quarterly Report on Form10-Q for the quarter ended September30, 2012). 10.38 Employment Agreement, effective as of January24, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K/A filed on July27, 2012). 10.39 Amendment No. 1 to Employment Agreement, effective as of March 2, 2015, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). 10.40 Amendment No. 2 to Employment Agreement, effective as of December 17, 2015, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.38 to Clear Channel Outdoor Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.41 Amended and Restated Employment Agreement, dated as of January 13, 2014 between Robert Pittman and iHeartMedia, Inc. (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014). 10.42 Employment Agreement by and between iHeartMedia, Inc. and Richard J. Bressler, dated July 29, 2013 (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K/A filed on August 2, 2013). 10.43 Employment Agreement, dated as of January1, 2010, between Robert H. Walls, Jr., and iHeartMedia Management Services, Inc. (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on January5, 2010). 10.44 Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated September17, 2009, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.34 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2010). 10.45 Form of Amended and Restated Stock Option Agreement under the CCOH Stock Incentive Plan, dated as of August11, 2011, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K filed on August12, 2011). 10.46 Form of Stock Option Agreement under the CCOH Stock Incentive Plan, dated December13, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.35 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2010). 10.47 Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated December20, 2010, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.36 to the Clear Channel Outdoor Holdings, Inc. Annual Report on Form10-K for the year ended December31, 2010). 10.48 Form of Restricted Stock Unit Agreement under the CCOH Stock Incentive Plan, dated March26, 2012, between Robert H. Walls, Jr. and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.3 to the iHeartMedia, Inc. Quarterly Report on Form10-Q for the quarter ended March31, 2012). 10.49 Form of Restricted Stock Unit Agreement under the CCOH 2012Stock Incentive Plan, dated July26, 2012, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form8-K/A filed on July27, 2012). 10.50 Restricted Stock Award Agreement under the CCOH 2012 Stock Incentive Plan, dated January 13, 2014, between Robert W. Pittman and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit D of Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on January 13, 2014). 10.51 Stipulation of Settlement, dated as of July8, 2013, among legal counsel for iHeartCommunications, Inc. and the other named defendants, the special litigation committee of the board of directors of Clear Channel Outdoor Holdings, Inc. and the plaintiffs (Incorporated by reference to Exhibit10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July9, 2013). 10.52 Employment Agreement by and between iHeartMedia Management Services, Inc. and Scott D. Hamilton, dated May 20, 2014 (Incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Current Report on Form 8-K filed on June 25, 2014). 10.53 Employment Agreement by and between iHeartMedia Management Services, Inc. and Steven J. Macri dated October 7, 2013 (Incorporated by reference to Exhibit 10.81 to the iHeartMedia, Inc. Annual Report on Form 10-K for the year ended December 31, 2015). 10.54 Employment Agreement, effective as of March 3, 2015, between Scott Wells and Clear Channel Outdoor Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). 10.55 Subordination Agreement, dated as of December 16, 2015, among Clear Channel International B.V., the guarantors party thereto, U.S. Bank National Association, as trustee, and the subordinated creditors party thereto (Incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.s Current Report on 8-K filed on December 16, 2015). 10.56 First Amendment to Employment Agreement, effective as of May 1, 2017, between Scott D. Hamilton and iHeartMedia Management Services, Inc. (incorporated by reference to Exhibit 10.1 to iHeartMedia, Inc.'s Quarterly Report on Form 10-Q filed on November 8, 2017). 10.57 Third Amendment to Employment Agreement, dated as of May 20, 2017, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.s Quarterly Report on Form 10-Q filed on August 3, 2017). 10.58 Fourth Amendment to Employment Agreement effective January 1, 2018, between C. William Eccleshare and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.'s Current Report on Form 8-K filed on December 8, 2017). 10.59 Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix B to the Clear Channel Outdoor Holdings, Inc. definitive proxy statement on Schedule 14A for its 2017 Annual Meeting of Stockholders filed on April 19, 2017). 10.60 Form of Restricted Stock Unit Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 5, 2017). 10.61 Form of Restricted Stock Award Agreement (Cliff Vesting) under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 5, 2017). 10.62 First Amendment to Employment Agreement, effective as of July3, 2017, between Steven J. Macri and iHeartMedia, Inc. (incorporated by reference to Exhibit 10.3 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on July 5, 2017). 10.63 Binding Option and Letter of Intent, dated February 9, 2017, between iHeartMedia, Inc. and Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.'s Quarterly Report on Form 10-Q filed on May 4, 2017). 10.64 Waiver and Consent No. 1, dated as of March 28, 2018, by and among Clear Channel Outdoor Holdings, Inc., as borrower, the lenders party thereto, and Deutsche Bank AG New York Branch, in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 to Clear Channel Outdoor Holdings, Inc.'s Current Report on Form 8-K filed April 2, 2018). 10.65 Second Amendment to Employment Agreement, effective as of February 27, 2018, between Steven J. Macri and iHeartMedia, Inc. (incorporated by reference to Exhibit 10.01 to Clear Channel Outdoor Holdings, Inc.s Current Report on Form 8-K filed on March 1, 2018). 21* Subsidiaries. 23* Consent of Ernst & Young LLP. 31.1* Certification Pursuant to Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification Pursuant to Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification Pursuant to 18U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.