Exhibit 10.22
  Clear Channel Worldwide Holdings, Inc.
 9.250/0 Series B 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
  
   1. 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 Rule 405, Rule Rule Rule 430B Rule
 Securities Series Notes) Guarantees)
 Securities Act
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Shelf Registration
 Shelf Registration Statement
 Special Interest
 Suspension Period
 Trust Indenture Act
 Trustee
  2. 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),
  3. 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
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provided, however,
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4. Registration Expenses.
 Registration Expenses).
 5. Representations and Warranties.
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provided, however,
 provided, however,
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6. Indemnification and Contribution.
 Indemnification by the Company and the Guarantors. provided,
however,
 Indemnification by the Electing Holders.
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provided,
however,
 Notices Claims, Etc.
 Contribution.
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7. Underwritten Offerings.
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8. Rule 144.
 Facilitation of Sales Pursuant to Rule
 Availability of Rule Not Excuse for Obligations under Section
 9. 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,Clera Channel Worldwide Holdings, Inc.By:
    
    /s/ Randall T. MaysName:
    
    Randall T. MaysTitle:
    
    Executive Vice President, ChiefFinancial Officer, SecretaryClera Channel Outdoor Holdings, Inc.By:
    
    /s/ Randall T. MaysName:
    
    Randall T. MaysTitle:
    
    Chief Financial OfficerClera Channel Outdoor, Inc.By:
    
    /s/ Randall T. MaysName:
    
    Randall T. MaysTitle:
    
    Chief Financial OfficerClera 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 OfficerInter-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.)
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Exhibit A
 Clear Channel Worldwide Holdings, Inc.
 INSTRUCTION TO DTC PARTICIPANTS
 (Date Mailing)
 URGENT  IMMEDIATE ATTENTION REQUESTED
 DEADLINE FOR RESPONSE: [DATE]*
 (DTC) Company) 9.25% 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. A-1




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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 SecurityhoJder)
 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:
  Telephone:Fax:Contact Person:E-mail for Contact Person:
  Exceptas 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:
  Exceptas set forth below in this Item(4), the undersigned
Selling Securityholder is not the beneficial or registered ownerof any other securities
of the Company, other than the Securities listed above in Item (3).State any exceptions here:
 
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If the Selling Securityholder is not an entity that is required to file reports with
the Commission pursuant to Section13 or 15(d)of the Exchange
Act(a Reporting Company), then the Selling Securityholder must
disclose the nameof 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 othersof
record. In addition, the Commission has provided guidance that Rule 13d-3of
the Securities Exchange Actof 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 namesofthe persons listed in (b) above will be
included in the Shelf Registration Statement and related Prospectus.
  Exceptas 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:
  Exceptas set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item(3)
onlyas 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 timeof 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
timeof 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 writingof options. In connection with salesof 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 salesof the
Registrable Securities in the courseof 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 methodes)of distribution take the form
of an underwritten offeringof Registrable Securities without the
prior written agreementof the Company.
  The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliatesof registered broker-dealers beso
identified in the Shelf Registration Statement. In addition, the Commission requires
that all Selling Securityholders that are registered broker-dealers be namedas
underwriters in the Shelf Registration Statement and related Prospectus, even if
they did not receive the Registrable Securitiesas 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 (B)(d)(i) or Yes to Item
(B)(d)(ii), you will be namedasan underwriter in the Shelf Registration Statement and
the related Prospectus.
  (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 fileda Form S-3 registration statement fora
secondary offering of common stock which is not yet effective. One of the selling
shareholders wanted to doa 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, bea violation of Section5
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:
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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 B Senior Notes due 2017
  
 [date]
  Very truly yours,(Name)By:(Authorized Signature)
 B-1