Clear Channel Outdoor Holdings (CCO)

We have substantial indebtedness that could restrict our operations and impair our financial condition.

At December 31, 2008, our total indebtedness for borrowed money was $2.6 billion, approximately $2.5 billion of which is indebtedness owed to Clear Channel Communications. As of December 31, 2008, approximately $69.5 million of such total indebtedness (excluding interest) is due in 2009, $2.5 billion is due in 2010, $0.4 million is due in 2011, $0.4 million is due in 2012, $0.7 million is due in 2013 and $30.0 million thereafter. We may also incur additional substantial indebtedness in the future.

Our substantial indebtedness could have adverse consequences, including:

If our cash flow and capital resources are insufficient to service our debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our indebtedness. However, given the current economic climate, these

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measures might be unsuccessful or inadequate in permitting us to meet scheduled debt service obligations. In light of the current credit crisis, we may be unable to restructure or refinance our obligations and obtain additional equity financing or sell assets on satisfactory terms or at all. As a result, inability to meet our debt obligations could cause us to default on those obligations. A default under any debt instrument could, in turn, result in defaults under other debt instruments. Any such defaults could materially impair our financial condition and liquidity. In addition, the $2.5 billion note and Master Agreement with Clear Channel Communications include restrictive covenants that, among other things, restrict our ability to incur additional indebtedness or issue equity securities.

We have substantial indebtedness that could restrict our operations and impair our financial condition.

At December 31, 2008, our total indebtedness for borrowed money was $2.6 billion, approximately $2.5 billion of which is indebtedness owed to Clear Channel Communications. As of December 31, 2008, approximately $69.5 million of such total indebtedness (excluding interest) is due in 2009, $2.5 billion is due in 2010, $0.4 million is due in 2011, $0.4 million is due in 2012, $0.7 million is due in 2013 and $30.0 million thereafter. We may also incur additional substantial indebtedness in the future.

Our substantial indebtedness could have adverse consequences, including:

If our cash flow and capital resources are insufficient to service our debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our indebtedness. However, given the current economic climate, these measures might be unsuccessful or inadequate in permitting us to meet scheduled debt service obligations. In light of the current credit crisis, we may be unable to restructure or refinance our obligations and obtain additional equity financing or sell assets on satisfactory terms or at all. As a result, inability to meet our debt obligations could cause us to default on those obligations. A default under any debt instrument could, in turn, result in defaults under other debt instruments. Any such defaults could materially impair our financial condition and liquidity. In addition, the $2.5 billion note and Master Agreement with Clear Channel Communications include restrictive covenants that, among other things, restrict our ability to incur additional indebtedness or issue equity securities.

We have substantial indebtedness that could restrict our operations and impair our financial
condition.

At December 31, 2008, our total indebtedness for borrowed money was $2.6 billion, approximately $2.5 billion of
which is indebtedness owed to Clear Channel Communications. As of December 31, 2008, approximately $69.5 million of such total indebtedness (excluding interest) is due in 2009, $2.5 billion is due in 2010, $0.4 million is due in 2011, $0.4
million is due in 2012, $0.7 million is due in 2013 and $30.0 million thereafter. We may also incur additional substantial indebtedness in the future.

FACE="Times New Roman" SIZE="2">Our substantial indebtedness could have adverse consequences, including: