Clear Channel Outdoor Holdings (CCO)

EXCHANGE OFFER; REGISTRATION RIGHTS

Clear Channel Worldwide Holdings and the guarantors will enter into two Registration Rights Agreements with the Initial Purchasers on the closing date of the issuance of the notes (the “closing date”), one such agreement with respect to each series of notes. In each such agreement, Clear Channel Worldwide Holdings will agree for the benefit of the holders of the applicable series of notes that it will use commercially reasonable efforts to file with the SEC within 210 days after the closing date, and use commercially reasonable efforts to cause to become effective within 270 days after the closing date, a registration statement relating to an offer to exchange such notes for an issue of SEC-registered exchange notes (“exchange notes”) with terms identical to such notes (except that the exchange notes will not be subject to restrictions on transfer or to any potential increase in annual interest rate as described below).

Within ten business days of the SEC declaring the applicable exchange offer registration statement effective, Clear Channel Worldwide Holdings will offer the applicable exchange notes in return for the applicable notes. The applicable exchange offer will remain open for at least 20 business days after the date Clear Channel Worldwide Holdings mails notice of the applicable exchange offer to holders of the applicable notes. Holders of the notes will be required to make certain representations to Clear Channel Worldwide Holdings and the guarantors in order to participate in an exchange offer. For each note surrendered to Clear Channel Worldwide Holdings pursuant to an exchange offer, the holder thereof will receive an exchange note of equal principal amount. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the corresponding note or, if no interest has been paid on such note, from the closing date.

Notes not tendered in an exchange offer shall bear interest at the rate set forth on the cover page of this offering circular and be subject to all the terms and conditions specified in the applicable indenture, including transfer restrictions.

If (i) applicable law or the interpretations of the staff of the SEC do not permit Clear Channel Worldwide Holdings to effect an exchange offer with respect to a particular series of notes, (ii) an exchange offer with respect to a particular series of notes for any other reason is not completed within the time frame described above or (iii) any holder notifies Clear Channel Worldwide Holdings within 20 business days following the applicable exchange offer that, for certain reasons, it was unable to participate in such exchange offer, Clear Channel Worldwide Holdings will, no later than 30 days after such event (but in no event less than 210 days after the closing date), file a shelf registration statement relating to resales of the applicable series of notes and use commercially reasonable efforts to cause it to become effective within 90 days after filing (but in no event less than 270 days after the closing date) and keep that shelf registration statement effective until the expiration of two years from the closing date, or such shorter time period that will terminate when all notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. Clear Channel Worldwide Holdings will, in the event of such a shelf registration, provide to each holder of the applicable notes copies of a prospectus, notify each such holder of notes when the shelf registration statement has become effective and take certain other actions to permit resales of the notes. A holder of notes that sells notes under a shelf registration statement generally will be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the applicable Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations).

If Clear Channel Worldwide Holdings fails to comply in a timely fashion with the requirements outlined above regarding the completion of an exchange offer (or, if required, a shelf registration statement), and in certain other limited circumstances, the annual interest rate borne by the applicable notes will be increased by 0.25% per annum and an additional 0.25% per annum every 90 days

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thereafter, up to a maximum additional cash interest of 0.50% per annum, until the exchange offer is completed, the shelf registration statement is declared effective or, with respect to any particular note, such note ceases to be outstanding or is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by Clear Channel Worldwide Holdings or pursuant to the indenture.

This summary of the provisions of the Registration Rights Agreements does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreements, copies of which are available from us upon request.

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