Clear Channel Outdoor Holdings (CCO)

We have substantial indebtedness that could restrict our operations and impair our financial condition and your investment in the notes.

At September 30, 2009, our total indebtedness for borrowed money was $2.6 billion, approximately $2.5 billion of which was indebtedness owed to Clear Channel Communications. As of September 30, 2009, approximately $2.6 billion of such total indebtedness (excluding interest) was classified as current, and $31.3 million is due in 2013 and thereafter. We may also incur additional substantial indebtedness in the future.

After the Prior Term Note Prepayment and the Transactions, we will continue to have a significant amount of indebtedness. As of September 30, 2009, on a pro forma basis after giving effect to the Prior Term Note Prepayment and the Transactions, the outstanding total indebtedness of Clear Channel Outdoor Holdings would have been approximately $2.6 billion, of which $2.5 billion would represent the notes offered hereby. As of September 30, 2009, on a pro forma basis after giving effect to the Prior Term Note Prepayment and the Transactions, approximately $79.9 million of such total debt (excluding interest) would have been classified as current, and $2.5 billion would be due in 2013 and thereafter.

Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due, in respect of our indebtedness, including the notes in the event we are required to make such payments on the notes pursuant to our guarantee.

Our substantial indebtedness could have other adverse consequences, including:

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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 or any future 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.

We have substantial indebtedness that could restrict our operations and impair our financial condition and your investment in the notes.

At September 30, 2009, our total indebtedness for borrowed money was $2.6 billion, approximately $2.5 billion of which was indebtedness owed to Clear Channel Communications. As of September 30, 2009, approximately $2.6 billion of such total indebtedness (excluding interest) was classified as current, and $31.3 million is due in 2013 and thereafter. We may also incur additional substantial indebtedness in the future.

After the offering, we will continue to have a significant amount of indebtedness. As of September 30, 2009, on a pro forma basis after giving effect to the offering, the outstanding total indebtedness of Clear Channel Outdoor Holdings would have been approximately $2.6 billion, of which $750 million would represent indebtedness of Clear Channel Worldwide Holdings related to the notes offered hereby. As of September 30, 2009, on a pro forma basis after giving effect to the offering, approximately $79.9 million of such total debt (excluding interest) would have been classified as current, and $2.6 billion would be due in 2013 and thereafter.

Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due, in respect of our indebtedness, including the notes in the event we are required to make such payments on the notes pursuant to our guarantee.

Our substantial indebtedness could have other adverse consequences, including:

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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 or any future 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.