Clear Channel Outdoor Holdings (CCO)

USE OF PROCEEDS

The estimated proceeds to Clear Channel Worldwide Holdings from this offering are expected to be approximately $2.5 billion. Clear Channel Worldwide Holdings intends to loan amounts equal to the proceeds of the offering of the notes to CCOI pursuant to two proceeds loans that will be due and payable in the same amounts and at the same times as the aggregate payments under the notes offered hereby. CCOI intends to use such proceeds as described below under “The Prior Term Note Prepayment and the Transactions.”

USE OF PROCEEDS

The estimated proceeds to Clear Channel Worldwide Holdings from this offering are expected to be $750 million. Clear Channel Worldwide Holdings intends to loan amounts equal to the aggregate principal amount of the notes to CCOI pursuant to two proceeds loans that will be due and payable in the same amounts and at the same times as the aggregate payments under the notes offered hereby. CCOI intends to use amounts borrowed under the proceeds loans with Clear Channel Worldwide Holdings to (i) pay discounts, fees and expenses of approximately $20 million (out of the proceeds of the Series A Notes) and (ii) fund the repayment of approximately $730 million aggregate principal amount of the CCU Intercompany Note. The CCU Intercompany Note bears interest equal to the weighted average cost of long-term debt of Clear Channel Communications (which as of November 30, 2009 was 5.716%) and is scheduled to mature on August 2, 2010. In connection with the offering, the interest rate on the CCU Intercompany Note will be changed to the Revised CCU Intercompany Note Rate. In addition, the maturity of the CCU Intercompany Note will be extended to December      , 2017. In a Current Report on Form 8-K filed concurrently herewith, Clear Channel Communications stated that it intends to use amounts received from CCOI in repayment of the CCU Intercompany Note to repay $150 million of indebtedness under its senior secured credit facilities (which is equal to the aggregate principal amount of the Series B Notes), with the balance available for general corporate purposes.

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