Exhibit 10.21
  Clear Channel Worldwide Holdings, Inc.
 9.25% Series A Senior Notes Due 2017
 unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by the Guarantors
 
 Exchange and Registration Rights Agreement
  
   Certain Definitions. Agreement),
 Base Interest
 broker-dealer
 Business Day
 Closing Date"
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Commission
 Effective Time,
 Electing Holder
 Exchange Act
 Exchange Offer
 Exchange Registration
 Exchange Registration Statement
 Exchange Securities
 Guarantor
 holder
 IDEA System
 Indenture
 Notice and Questionnaire
 person
 Purchase Agreement
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Purchasers
 Registrable Securities provided, however, (provided
 Registration Default
 Registration Default Period
 Registration Expenses
 Resale Period
 Restricted Holder
 Rule 144, Rule 405, Rule 415, Rule 424, Rule 430B Rule 433
 Securities Series A Notes) Guarantees)
 Securities Act
 
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Shelf Registration
 Shelf Registration Statement
 Special Interest
 Suspension Period
 Trust Indenture Act
 Trustee
  Registration Under the Securities Act.
 Exchange Registration Statement, Exchange Offer) Exchange Securities).
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Resale Period) th
 th Shelf Registration Shelf
Registration Statement). provided,
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provided, however, Suspension Period) provided
 Registration Default Registration Default Period), (Special Interest),
  Registration Procedures.
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Exchange Registration),
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provided, however,
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provided
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provided, however, provided further that
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provided, however,
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Registration Expenses.
 Registration Expenses).
 Representations and Warranties.
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provided, however,
 provided, however,
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Indemnification and Contribution.
 Indemnification by the Company and the Guarantors. provided,
however,
 Indemnification by the Electing Holders.
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provided,
however,
 Notices of Claims, Etc.
 Contribution.
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Underwritten Offerings.
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Rule 144.
 Facilitation of Sales Pursuant to Rule 144.
 Availability of Rule 144 Not Excuse for Obligations under Section 2.
 Miscellaneous.
 No Inconsistent Agreements.
 Specific Performance.
 Notices.
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Parties in Interest.
 Survival.
 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
 Headings.
 Entire Agreement; Amendments.
 Inspection.
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Counterparts.
 Severability.
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Very truly yours,
Clear Channel Worldwide Holdings, Inc.By:

/s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Executive Vice President, Chief
Financial Officer, SecretaryClear Channel Outdoor Holdings, Inc.By:

/s/ Randall T.  MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Outdoor, Inc.By:

/s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Adshel, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer1567 Media LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer




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Clear Channel Spectacolor, LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Taxi Media, LLCBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerClear Channel Outdoor Holdings Company
CanadaBy:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerOutdoor Management Services, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial OfficerIn-ter-space Services, Inc.By:
    /s/ Randall T. MaysName:
    Randall T. MaysTitle:
    Chief Financial Officer




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Goldman,
Sachs & Co.
 By:
    
    /s/ Goldman, Sachs & Co.(Goldman, Sachs & Co.)On behalf of each of the Purchasers
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Exhibit A
 Clear Channel Worldwide Holdings, Inc.
 INSTRUCTION TO DTC PARTICIPANTS
 (Date of Mailing)
 URGENT  IMMEDIATE ATTENTION REQUESTED
 DEADLINE FOR RESPONSE: [DATE]
 (DTC) Company) Securities)
  It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible [Deadline For
Response].
 
 *
    
    Not less than 28 calendar days from date of mailing.




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Clear Channel Worldwide Holdings, Inc.
 Selling Securityholder Questionnaire
  Exchange and
Registration Rights Agreement) Company) Commission) Shelf
Registration Statement) Securities Act), Securities). www.sec.gov
 (Notice and Questionnaire) [Deadline for Response].
  Registrable Securities




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Selling Securityholder)
 Exchange Act),




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(1)
    (a)
    Full legal name of Selling Securityholder:
 (b)
    
    Full legal name of registered Holder (if not the same as in (a) above) of Registrable
Securities listed in Item (3) below:(c)
    
    Full legal name of DTC Participant (if applicable and if not the same as (b) above)
through which Registrable Securities listed in Item (3) below are held:
 (2)
    
    Address for notices to Selling Securityholder:
 
 Telephone:Fax:Contact Person:E-mail for Contact Person:
 (3)
    
    Beneficial Ownership of Securities:
 Except as set forth below in this Item (3), the undersigned does not beneficially
own any Securities.(a)
    
    Principal amount of Registrable Securities beneficially owned:CUSIP No(s). of such Registrable
Securities:(b)
    
    Principal amount of Securities other than Registrable Securities beneficially owned:CUSIP No(s). of such other
Securities:(c)
    
    Principal amount of Registrable Securities that the undersigned wishes to be included
in the Shelf Registration
Statement:CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:
 (4)
    
    Beneficial Ownership of Other Securities of the Company:
 Except as set forth below in this Item (4), the undersigned Selling Securityholder
is not the beneficial or registered owner of any other securities of the Company, other
than the Securities listed above in Item (3).State any exceptions here:
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(5)
    
    Individuals who exercise dispositive powers with respect to the Securities:
 If the Selling Securityholder is not an entity that is required to file reports
with the Commission pursuant to Section 13 or15(d)of the Exchange Act (aReporting
Company), then the Selling Securityholder must disclose the name of the natural
person(s) who exercise sole or shared dispositive powers with respect to the Securities.
Selling Securityholders should disclose the beneficial holders, not nominee holders or
other such others of record. In addition, the Commission has provided guidance that Rule
13d-3 of the Securities Exchange Act of 1934 should be used by analogy when determining
the person or persons sharing voting and/or dispositive powers with respect to the
Securities.(a)
    
    Is the holder a Reporting Company?Yes            NoIf No, please answer Item (5)(b).(b)
    
    List below the individual or individuals who exercise dispositive powers with
respect to the Securities:Please note that the names of the persons listed in (b) above will be included in
the Shelf Registration Statement and related Prospectus.
 (6)
    
    Relationships with the Company:
 Except as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has held any
position or office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.State any exceptions here:
 (7)
    
    Plan of Distribution:
 Except as set forth below, the undersigned Selling Securityholder intends to
distribute the Registrable Securities listed above in Item (3) only as follows (if at
all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale, or at negotiated prices. Such sales may be effected
in transactions (which may involve crosses or block transactions) (i) on any national
securities exchange or quotation service on which the Registered Securities may be listed
or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market, or (iv)
through the writing of options. In connection with sales of the
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Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver Registrable
Securities to close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.State any exceptions here:Note: In no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the Company.
 (8)
    
    Broker-Dealers:
 The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf
Registration Statement. In addition, the Commission requires that all Selling
Securityholders that are registered broker-dealers be named as underwriters in the Shelf
Registration Statement and related Prospectus, even if they did not receive the
Registrable Securities as compensation for underwriting activities.(a)
    
    State whether the undersigned Selling Securityholder is a registered broker-dealer:Yes            No(b)
    
    If the answer to (a) is Yes, you must answer (i) and (ii) below, and (iii) below if
applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.
 (i)
    
    Were the Securities acquired as compensation for underwriting activities?
 Yes            NoIf you answered Yes, please provide a brief description of the transaction(s) in which
the Securities were acquired as compensation:
 (ii)
    
    Were the Securities acquired for investment purposes?
 Yes            No
 (iii)
    
    If you answered No to both (i) and (ii), please
explain the Selling Securityholders reason for acquiring the Securities:
 
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(c)
    
    State whether the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):Yes            No(d)
    
    If you answered Yes to question (c) above:
 (i)
    
    Did the undersigned Selling Securityholder purchase Registrable Securities
in the ordinary course of business?
 Yes            NoIf the answer is No to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable Securities:
 (ii)
    
    At the time of the purchase of the Registrable Securities, did the
undersigned Selling Securityholder have any agreements, understandings or
arrangements, directly or indirectly, with any person to dispose of or distribute
the Registrable Securities?
 Yes            NoIf the answer is Yes to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:If the answer is No to Item (8)(d)(i) or Yes to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.
 (9)
    
    Hedging and short sales:
 (a)
    
    State whether the undersigned Selling Securityholder has or will enter into
hedging transactions with respect to the Registrable Securities:Yes            NoIf Yes, provide below a complete description of the hedging transactions into which the
undersigned Selling Securityholder has entered or will enter and the purpose of such
hedging transactions, including the extent to which such hedging transactions remain in
place:
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(b)
    
    Set forth below is Interpretation A.65 of the Commissions July 1997 Manual of
Publicly Available Interpretations regarding short selling:An issuer filed aForm S-3registration statement for a secondary offering of common
stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock against the box and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares underlying the
short sale are deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to the effective
date.By returning this Notice and Questionnaire, the undersigned Selling Securityholder will
be deemed to be aware of the foregoing interpretation.
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(i)
    
    To the
Company:
 
 
 
 
 (ii)
    
    With a
copy to:
 
 
 
 
  A-9




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Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable Securities)By:Name:Title: [DEADLINE FOR RESPONSE]
 
 
 
 
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Exhibit B
  [Name of Trustee]   [Name of Trustee]
[Address of Trustee]
  Re:
    
    Clear Channel Worldwide Holdings, Inc. (the
Company)9.25% Series A Senior Notes due 2017
  
 [date]
  Very truly yours,(Name)By:(Authorized Signature) B-1