Exhibit 10.20
  Clear Channel Worldwide Holdings, Inc.
 9.25% Series A Senior Notes Due 2017
 9.25% Series B Senior Notes Due 2017
 Purchase Agreement
  
   1.
    
    Each of the Issuer and the Guarantors, jointly and severally, represents and warrants to,
and agrees with, the each of the Purchasers that:
 (a)
    
    A preliminary offering circular, dated December 18, 2009 (the Preliminary Offering
Circular), and an offering circular, dated December 18, 2009 (the Offering Circular),
have been prepared in connection with the offering of the Securities. The Preliminary
Offering Circular, as amended and supplemented immediately prior to the Applicable Time
(as defined in Section 1(b)), is hereinafter referred to as the Pricing Circular. Any
reference to the Preliminary Offering Circular, the Pricing Circular or the Offering
Circular shall be deemed to refer to and include any Additional Issuer Information (as
defined in Section 5(f)) furnished by the Company prior to the completion of the
distribution of the Securities. The Preliminary Offering Circular or the Offering Circular
and any amendments or supplements thereto did not and will not, as of their respective
dates, contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however,that this




---



##### 



representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the Company by a
Purchaser through Goldman, Sachs & Co. expressly for use therein;(b)
    
    For the purposes of this Agreement, the Applicable Time is 2:30 p.m. (Eastern time) on the
date of this Agreement; the Pricing Circular as supplemented by the information set forth in
Schedule IV hereto (collectively, the Pricing Disclosure Package), taken together as of the
Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and each Company
Supplemental Disclosure Document (as defined in Section 6(i)) listed on Schedule III hereto
does not conflict with the information contained in the Pricing Circular or the Offering
Circular
and each such Company Supplemental Disclosure Document, as supplemented by and
taken together with the Pricing Disclosure Package as of the Applicable Time, did not include
any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however,that this representation and warranty shall not apply to
statements or omissions made in a Company Supplemental Disclosure Document in reliance
upon and in conformity with information furnished in writing to the Company by a Purchaser
through Goldman, Sachs & Co. expressly for use therein;(c)
    
    Neither the Company nor any of its subsidiaries has sustained since the date of the latest
audited financial statements included in the Pricing Circular any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Circular; and, since the respective
dates as of which information is given in the Pricing Circular, there has not been any change
in the capital stock or long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position, stockholders
equity or results of operations of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Pricing Circular;(d)
    
    The Company and its subsidiaries have good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by them, except as
described in the Offering Circular or except to the extent that the failure to have good and
marketable title to any real or personal property would not reasonably be expected to have a
material adverse effect on the Company and its subsidiaries taken as a whole; all such real
property and personal property is free and clear of all liens, encumbrances and defects
except such as are described in the Pricing Circular or such as would not reasonably be
expected to have a material adverse effect on the Company and its subsidiaries taken as a
whole; and any real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as would not reasonably be expected to have a material adverse effect on the
Company and its subsidiaries taken as a whole;(e)
    
    The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with power and authority (corporate and
 2




---



##### 



other) to own its properties and conduct its business as described in the Pricing Circular, and
has been duly qualified as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except to the extent that the
failure to be so qualified or be in good standing in such other jurisdictions would not have a
material adverse effect on the Company and its subsidiaries taken as a whole; and each
significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) of the Company
has been duly incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation;(f)
    
    The Issuer has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Nevada, with power and authority (corporate and
other) to own its properties and conduct its business as described in the Pricing Circular, and
has been duly qualified as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except to the extent that the
failure
to be so qualified or be in good standing in such other jurisdictions would not have a material
adverse effect on the Issuer and its subsidiaries taken as a whole; and each significant
subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) of the Issuer has been
duly incorporated and is validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation;(g)
    
    Each Guarantor that is a corporation has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of incorporation; each
Guarantor that is a limited liability company has been duly formed and is validly existing as a
limited liability company in good standing under the laws of its jurisdiction of formation; and
each Guarantor that is a limited partnership has been duly formed and is validly existing as a
limited partnership in good standing under the laws of its jurisdiction of formation; each
Guarantor has been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, except to the extent
that the failure to be so qualified or be in good standing in such other jurisdictions would
not
have a material adverse effect on such Guarantor;(h)
    
    The Company has an authorized capitalization as set forth in the Pricing Circular, and all
of the issued shares of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable; and all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and (except as otherwise set forth in the Pricing Circular) are
owned directly or indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;(i)
    
    The Securities have been duly authorized and, when issued and delivered pursuant to this
Agreement, will have been duly executed, authenticated by the Trustee, issued and delivered
and will constitute valid and legally binding obligations of the Issuer entitled to the
benefits provided by the indenture related to the 2017 A Notes, to be dated as of December
23, 2009 (the Series A Indenture) or the indenture related to the 2017 B Notes, to be dated
as of December 23, 2009 (the Series B Indenture and, together with the Series A Indenture,
the
 3




---



##### 



Indentures), in each case, among the Issuer, the Guarantors and U.S. Bank National
Association, as Trustee (the Trustee), under which they are to be issued; the Indentures
have been duly authorized and, when executed and delivered by the Issuer, the Guarantors and
the Trustee, the Indentures will constitute valid and legally binding instruments, enforceable
in accordance with their respective terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting
creditors rights and to general equity principles; and the Securities and the Indentures will
conform to the descriptions thereof in the Pricing Disclosure Package and the Offering
Circular and will be in substantially the form previously delivered to you;(j)
    
    Each Guarantor has duly authorized its Guarantee and, when issued and delivered pursuant to
this Agreement and the Indentures, will have been duly executed, issued and delivered and
will constitute a valid and binding obligation of the related Guarantor, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors
rights and to general equity principles; and the Guarantees will conform to the description
thereof in the Pricing Disclosure Package and the Offering Circular;(k)
    
    The Exchange and Registration Rights Agreement related to the 2017 A Notes, to be dated as of
December 23, 2009 (the  Series A Registration Rights Agreement) and the Exchange and
Registration Rights Agreement related to the 2017 B Notes, to be dated as of December 23, 2009
(the Series B Registration Rights Agreement and, together with the Series A Registration
Rights Agreement, the Registration Rights Agreements), which will be substantially in the
form previously delivered to you, have been duly authorized and as of the Time of Delivery (as
defined herein) will have been duly executed and delivered by the Issuer and the Guarantors
and will constitute valid and legally binding agreements enforceable against the Issuer and
the Guarantors in accordance with their respective terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability relating to or
affecting creditors rights and to general equity principles; and the Registration Rights
Agreements will conform to the descriptions thereof in the Pricing Disclosure Package and the
Offering Circular;(I)
    
    None of the transactions contemplated by this Agreement (including, without limitation, the
use of the proceeds from the sale of the Securities) will violate or result in a violation of
Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System;(m)
    
    Prior to the date hereof, neither the Issuer, the Guarantors nor any of their respective
affiliates has taken any action which is designed to or which has constituted or which could
have been reasonably expected to cause or result in stabilization or manipulation of the
price of any security of the Issuer or any Guarantor in connection with the offering of the
Securities and the Guarantees;(n)
    
    The issue and sale of the Securities and the Guarantees and the compliance by the Issuer and
the Guarantors with all of the provisions of the Securities, the Guarantees, the Indentures,
the Registration Rights Agreements and this Agreement and the consummation of the
transactions herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any indenture,
 4




---



##### 



mortgage, deed of trust, loan agreement or other material agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws or other applicable organizational documents of the
Issuer or any of the Guarantors or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its subsidiaries or
any of their respective properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their respective properties
is required for the issue and sale of the Securities and the Guarantees or the consummation by
the Issuer and the Guarantors of the transactions contemplated by this Agreement, the
Indentures or the Registration Rights Agreements, except for the filing of a registration
statement by the Issuer with the Commission pursuant to the United States Securities Act of
1933, as amended (the Act) pursuant to the Registration Rights Agreements and such consents,
approvals, authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of the Securities
by the Purchasers;(o)
    
    Neither the Issuer nor any of the Guarantors is in violation of its Certificate of
Incorporation or By-laws or other applicable organizational documents or in default in the
performance or observance of any material obligation, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other material agreement or
instrument to which it is a party or by which it or any of its properties may be bound;(p)
    
    The statements set forth in the Pricing Circular and the Offering Circular under the caption
Description of the Notes, insofar as they purport to constitute a summary of the terms of
the Securities and the Guarantees, under the caption Certain U.S. Federal Income Tax
Considerations, and under the caption Plan of Distribution, insofar as they purport to
describe the provisions of the laws and documents referred to therein, are accurate, complete
and fair in all material respects;(q)
    
    Other than as set forth in the Pricing Circular, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually or in the aggregate
have a material adverse effect on the current or future financial position, stockholders
equity or results of operations of the Company and its subsidiaries taken as a whole; and, to
the Companys knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;(r)
    
    When the Securities and the Guarantees are issued and delivered pursuant to this Agreement,
neither the Securities nor the Guarantees will be of the same class (within the meaning of
Rule 144A under the Act) as securities which are listed on a national securities exchange
registered under Section 6 of the United States Securities Exchange Act of 1934, as amended
(the Exchange Act), or quoted in a U.S. automated inter-dealer quotation system;
 5




---



##### 



(s)
    
    The Company is subject to Section 13 or 15(d) of the Exchange Act;(t)
    
    Neither the Issuer nor any of the Guarantors is, or after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof, is required to register
as an investment company, as such term is defined in the United States Investment Company
Act of 1940, as amended (the Investment Company Act);(u)
    
    Neither the Issuer, the Guarantors nor any of their affiliates nor any person acting on
behalf of any of them (other than the Purchasers about which no representation is made) has
offered or sold the Securities by means of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside
the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any
directed selling efforts within the meaning of Rule 902 under the Act, and the Company, any
affiliate of the Company and any person acting on its or their behalf in connection with
Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under
the Act), if any, has complied with and will implement the offering restriction within the
meaning of such Rule 902;(v)
    
    Within the preceding six months, none of the Issuer, the Guarantors or any person acting on
behalf of the Issuer or the Guarantors has offered or sold to any person any Securities or
Guarantees, or any securities of the same or a similar class as the Securities or Guarantees,
other than Securities and Guarantees offered or sold to the Purchasers hereunder. The Issuer
and the Guarantors will take reasonable precautions designed to insure that any offer or
sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902
under the Act) of any Securities or Guarantees or any substantially similar security issued
by the Issuer, within six months subsequent to the date on which the distribution of the
Securities and the Guarantees has been completed (as notified to the Company by Goldman,
Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to
affect the status of the offer and sale of the Securities and the Guarantees in the United
States and to U.S. persons contemplated by this Agreement as transactions exempt from the
registration provisions of the Act;(w)
    
    The Company maintains a system of internal control over financial reporting (as such term is
defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the
Exchange Act and has been designed by the Companys principal executive officer and principal
financial officer, or under their supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Companys internal
control over financial reporting was effective as of December 31, 2008, and the Company is not
aware of any material weaknesses in its internal control over financial reporting;(x)
    
    Since the date of the latest audited financial statements included in the Pricing Circular,
there has been no change in the Companys internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting;
 6




---



##### 



(y)
    
    The Company maintains disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act;
such disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the Companys
principal executive officer and principal financial officer by others within those
entities; and such disclosure controls and procedures were effective as of September 30,
2009;(z)
    
    The Issuer, the Guarantors and each of their respective subsidiaries have all
licenses, franchises, permits, authorizations, approvals and orders and other concessions
of and from all governmental or regulatory authorities that are necessary to own or lease
their properties and conduct their businesses as described in the Pricing Circular,
except to the extent that the failure to have any such license, franchise, permit,
authorization, approval, order or concession would not have a material adverse effect on
the Company and its subsidiaries taken as a whole;(aa)
    
    The Guarantors listed on Schedule II, other than the Company, together with the Issuer,
constitute on the date hereof and on the Closing Date all of the direct and indirect
wholly-owned subsidiaries of the Company incorporated or otherwise organized within the
United States; and(bb)
    
    Ernst & Young LLP, which has audited certain financial statements of the Company and
its subsidiaries, is an independent registered public accounting firm as required by the
Act and the rules and regulations of the Commission thereunder.(cc)
    
    The Indentures will comply in all material respects with the Trust Indenture Act of 1939,
as amended.(dd)
    
    Except as otherwise disclosed in the Offering Circular, none of the foreign
subsidiaries of Clear Channel Communications, Inc. is a borrower under (i) the Credit
Agreement, dated as of May 13, 2008, among Clear Channel Communications, Inc. (as
successor to BT Triple Crown Merger Co., Inc.), the Subsidiary Co-Borrowers party thereto,
the Foreign Subsidiary Revolving Borrowers party thereto, Clear Channel Capital I, LLC,
the lenders party thereto, Citibank, N.A., as Administrative Agent and the other agents
party thereto, as amended by Amendment No. 1 dated as of July 9, 2008 and Amendment No. 2,
dated as of July 28, 2008 or (ii) the Credit Agreement, dated as of May 13, 2008, among
Clear Channel Communications, Inc. (as successor to BT Triple Crown Merger Co., Inc.), the
Subsidiary Borrowers party thereto, Clear Channel Capital I, LLC, the lenders party
thereto, Citibank, N.A., as Administrative Agent and the other agents party thereto, as
amended by Amendment No. 1 dated as of July 9, 2008 and Amendment No. 2, dated as of July
28, 2008.
 2.
    
    Subject to the terms and conditions herein set forth, the Issuer and the Guarantors agree to
issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and
not jointly, to purchase from the Issuer and the Guarantors, at a purchase price of 100% of
the principal amount thereof, plus accrued interest, if any, from December 23, 2009 to the
Time of Delivery hereunder, the principal amount of Securities (including the Guarantees
thereof) set forth opposite the name of the Purchaser in Schedule I hereto. Concurrently
therewith, CCOI shall be required, and hereby agrees, to pay to Goldman, Sachs & Co., on
behalf of the Purchasers, an amount equal to 1.75% of the principal amount of the Securities.
 7




---



##### 



3.
    
    Upon the authorization by you of the release of the Securities and Guarantees, the
Purchasers
propose to offer the Securities for sale upon the terms and conditions set forth in this
Agreement
and the Offering Circular, and each Purchaser hereby represents and warrants to, and agrees
with the Issuer, the Company and the other Guarantors that:
 (a)
    
    It will offer and sell the Securities only: (i) to persons who it reasonably believes
are qualified
institutional buyers (QIBs) within the meaning of Rule 144A under the Act in
transactions
meeting the requirements of Rule 144A or (ii) upon the terms and conditions set forth in
Annex I to this Agreement;(b)
    
    It is an accredited investor within the meaning of Rule 501 under the Act; and(c)
    
    It will not offer or sell the Securities by any form of general solicitation or
general advertising,
including but not limited to the methods described in Rule 502(c) under the Act.
 4. (a)
    
    The Securities to be purchased by each Purchaser hereunder will be represented by one
or more definitive global Securities in book-entry form which will be deposited by or on
behalf
of the Issuer with The Depository Trust Company (DTC) or its designated custodian. The
Issuer and the Guarantors will deliver the Securities and the Guarantees to Goldman, Sachs
& Co., for the account of each Purchaser, against payment by or on behalf of such Purchaser
of the purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC
to credit the Securities to the account of Goldman, Sachs & Co. at DTC. The Issuer will
cause
the certificates representing the Securities to be made available to Goldman, Sachs & Co.
for
checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the
office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019-7475
(the Closing Location). The time and date of such delivery and payment shall be 9:30 a.m.,
New York City time, on December 23, 2009 or such other time and date as Goldman, Sachs &
Co. and the Company or Issuer may agree upon in writing. Such time and date are herein
called the Time of Delivery.
 (b)
    
    The documents to be delivered at the Time of Delivery by or on behalf of the parties
hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and
any additional documents requested by the Purchasers pursuant to Section 8(h) hereof,
will be delivered at such time and date at the Closing Location, and the Securities and
the Guarantees will be delivered at DTC or its designated custodian, all at the Time of
Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City
time, on the New York Business Day next preceding the Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will
be available for review by the parties hereto. For the purposes of this Section 4, New
York Business Day shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.
 5.
    
    Each of the Issuer and the Guarantors, jointly and severally, agrees with each of the
Purchasers:
 (a)
    
    To prepare the Offering Circular in a form approved by you; to make no amendment or
any supplement to the Offering Circular which shall be disapproved by you promptly after
reasonable notice thereof; and to furnish you with copies thereof;
 8




---



##### 



(b)
    
    Promptly from time to time to take such action as you may reasonably request to qualify the
Securities for offering and sale under the securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the distribution of
the Securities, providedthat in connection therewith neither the Issuer nor the Guarantors
shall be required to qualify as a foreign corporation or to file a general consent to service
of
process in any jurisdiction;(c)
    
    To furnish the Purchasers with written and electronic copies thereof in such quantities as
you
may from time to time reasonably request, and if, at any time prior to the expiration of nine
months after the date of the Offering Circular, any event shall have occurred as a result of
which the Offering Circular as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such
Offering Circular is delivered, not misleading, or, if for any other reason it shall be
necessary
or desirable during such same period to amend or supplement the Offering Circular, to notify
you and upon your request to prepare and furnish without charge to each Purchaser and to
any dealer in securities as many written and electronic copies as you may from time to time
reasonably request of an amended Offering Circular or a supplement to the Offering Circular
which will correct such statement or omission or effect such compliance;(d)
    
    During the period beginning from the date hereof and continuing until the date 90 days after
the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, except as
provided hereunder any securities of the Issuer or the Company that are substantially similar
to the Securities or the Guarantees without the prior written consent of Goldman, Sachs &
Co.;(e)
    
    Not to be or become, at any time prior to the expiration of two years after the Time of
Delivery, an open-end investment company, unit investment trust, closed-end investment
company or face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act;(f)
    
    At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for
the benefit of holders from time to time of Securities, to furnish at its expense, upon
request,
to holders of Securities and prospective purchasers of securities information (the Additional
Issuer Information) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the
Act;(g)
    
    Except for such documents that are publicly available on EDGAR, to furnish to the holders of
the Securities as soon as practicable after the end of each fiscal year an annual report
(including a balance sheet and statements of income, stockholders equity and cash flows of
the Company and its consolidated subsidiaries certified by independent public accountants)
and, as soon as practicable after the end of each of the first three quarters of each fiscal
year
(beginning with the fiscal quarter ending after the date of the Offering Circular), to make
available to the holders of the Securities consolidated summary financial information of the
Company and its subsidiaries for such quarter in reasonable detail;
 9




---



##### 



(h)
    
    During the period of one year after the Time of Delivery, the Issuer and the
Guarantors will not, and will not permit any of their respective affiliates (as defined
in Rule 144 under the Act) to, resell any of the Securities which constitute restricted
securities under Rule 144 that have been reacquired by any of them; and(i)
    
    To use the net proceeds received by them from the sale of the Securities pursuant to
this Agreement in the manner specified in the Pricing Circular under the caption Use of
Proceeds.
 6.
    7.
    
    Each of the Issuer and the Guarantors, jointly and severally, covenant and agree with the
several Purchasers that the Issuer and the Guarantors will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Issuers and the Guarantors
counsel and accountants in connection with the issue of the Securities and all other expenses
in connection with the preparation, printing, reproduction and filing of the Preliminary
Offering Circular and the Offering Circular and any amendments and supplements thereto and the
mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of
printing or producing any Agreement among the Purchasers, this Agreement, the Indentures, the
Registration Rights Agreements, the Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Purchasers in connection with
such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any
fees charged by securities rating services for rating the Securities; (v) the cost of
preparing the Securities; (vi) the fees and expenses of the Trustee
 
 10




---



##### 



and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in
connection with the Indentures, the Securities and the Guarantees; (vii) all costs and expenses
of the Issuer, the Guarantors and the Initial Purchasers related to any roadshows or investor
presentations, including, without limitation, the costs of printing or producing any investor
presentation materials; (viii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof,
the Purchasers will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.8.
    
    The obligations of the Purchasers hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the Issuer and the
Guarantors herein are, at and as of the Time of Delivery, true and correct, the condition
that the Issuer and the Guarantors shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
 (a)
    
    You shall have received from Cravath, Swaine & Moore LLP, counsel for the Purchasers,
such opinion or opinions, dated the Time of Delivery, with respect to such matters as the
Purchasers may require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters.(b)
    
    (i) Ropes & Gray LLP, counsel for the Company, shall have furnished to you their
written
opinion and negative assurance letter, (ii) Akin Gump Strauss Hauer & Feld LLP, counsel for
Clear Channel Communications, Inc., shall have furnished to you their written opinion (iii)
Lionel Sawyer & Collins, counsel for the Issuer and certain Guarantors, shall have
furnished
to you their written opinion and (iv) Dechert LLP, counsel for certain Guarantors, shall
have
furnished to you their written opinion, in the case of each of clauses (i)-(iv), in form
and
substance satisfactory to you, dated the Time of Delivery and to the effect set forth in
Annex II hereto.(c)
    
    On the date of the Offering Circular prior to the execution of this Agreement and
also at the
Time of Delivery, Ernst & Young LLP shall have furnished to you a letter or letters, dated
the
respective dates of delivery thereof, in form and substance previously agreed to by you;(d)
    
    (i) Neither the Company nor any of its subsidiaries shall have sustained since the
date of the
latest audited financial statements included in the Pricing Circular any loss or
interference
with its business from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Circular, and
  11




---



##### 



the effect of which, in any such case described in clause (i) or (ii), is in your judgment
so material and adverse as to make it impracticable or inadvisable to proceed with the
offering or the delivery of the Securities on the terms and in the manner contemplated in
this Agreement and in the Offering Circular;(e)
    
    On or after the Applicable Time (i) no downgrading shall have occurred in the rating
accorded
the Companys debt securities by any nationally recognized statistical rating
organization, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and
(ii) no such organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Companys debt
securities;(f)
    
    On or after the Applicable Time there shall not have occurred any of the following:
(i) a
suspension or material limitation in trading in securities generally on the New York Stock
Exchange; (ii) a suspension or material limitation in trading in the Companys securities
on
the New York Stock Exchange; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the
declaration by
the United States of a national emergency or war or (v) the occurrence of any other
calamity
or crisis or any change in financial, political or economic conditions in the United States
or
elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment
makes it impracticable or inadvisable to proceed with the offering or the delivery of the
Securities on the terms and in the manner contemplated in the Offering Circular;(g)
    
    The Purchasers shall have received a counterpart of each Registration Rights
Agreement
that shall have been executed and delivered by a duly authorized officer of the Issuer and
each Guarantor; and(h)
    
    The Issuer and the Guarantors shall have furnished or caused to be furnished to you
at the Time of Delivery certificates of officers of the Issuer and the Guarantors
reasonably satisfactory to you as to the accuracy of the representations and warranties
of the Issuer and the Guarantors herein at and as of such Time of Delivery, as to the
performance by the Issuer and the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth in subsection
(d) of this Section and as to such other matters as you may reasonably request.(i)
    
    The Issuer shall have furnished or caused to be furnished to you certificates of
foreign qualifications of the Issuer and each of the Guarantors with respect to each of
the jurisdictions in which such entities are qualified to do business as set forth on
Schedule V.
 9.
    
    (a) The Issuer and the Guarantors will indemnify and hold harmless each Purchaser against any
losses, claims, damages or liabilities, joint or several, to which such Purchaser may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Offering Circular, the
Pricing Circular, the Offering Circular, or any amendment or supplement thereto, any Company
Supplemental Disclosure Document, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements therein not
misleading, and will
 
 12




---



##### 



reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however,that neither the Issuer nor any Guarantor shall be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in any Preliminary
Offering Circular, the Pricing Circular, the Offering Circular or any such amendment or
supplement, or any Company Supplemental Disclosure Document, in reliance upon and in conformity
with written information furnished to the Company by any Purchaser through Goldman, Sachs & Co.
expressly for use therein.
 (b)
    
    Each Purchaser will indemnify and hold harmless the Issuer and each Guarantor against any
losses, claims, damages or liabilities to which the Issuer may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Offering Circular, the Pricing Circular, the
Offering
Circular, or any amendment or supplement thereto, or any Company Supplemental
Disclosure Document, or arise out of or are based upon the omission or alleged omission to
state therein a material fact or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary Offering Circular, the
Pricing Circular, the Offering Circular or any such amendment or supplement, or any
Company Supplemental Disclosure Document in reliance upon and in conformity with written
information furnished to the Issuer by such Purchaser through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Issuer and the Guarantors for any legal or
other expenses reasonably incurred by the Issuer and the Guarantors in connection with
investigating or defending any such action or claim as such expenses are incurred.(c)
    
    Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it shall
wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with
counsel satisfactory to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the written consent of
the indemnified party, effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified
party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified party from
 13




---



##### 



all liability arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified
party.(d)
    
    If the indemnification provided for in this Section 9 is unavailable to or insufficient to
hold
harmless an indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative benefits received by the Issuer and
the Guarantors on the one hand and the Purchasers on the other from the offering of the
Securities. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the notice required
under
subsection (c) above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits, but also the relative fault of the Issuer and the Guarantors on the one
hand and the Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as
well
as any other relevant equitable considerations. The relative benefits received by the Issuer
and the Guarantors on the one hand and the Purchasers on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Issuer and the Guarantors bear to the total underwriting discounts
and commissions received by the Purchasers, in each case as set forth in the Offering
Circular. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuer and the Guarantors on
the one hand or the Purchasers on the other and the parties relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The
Issuer, the Guarantors and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata allocation (even if
the Purchasers were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to above in
this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required
to contribute any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to investors were offered to investors exceeds
the amount of any damages which such Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. The
Purchasers obligations in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.(e)
    
    The obligations of the Issuer and the Guarantors under this Section 9 shall be in addition to
any liability which the Issuer or the Guarantors may otherwise have and shall extend, upon
the same terms and conditions, to any affiliate of each Purchaser and each person, if any,
who controls any Purchaser within the meaning of the Act; and the obligations of the
Purchasers under this Section 9 shall be in addition to any liability which the respective
 14




---



##### 



Purchasers may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Issuer or any Guarantor and to each person, if any, who
controls the Issuer or any Guarantor within the meaning of the Act.
 10.
    
    (a) If any Purchaser shall default in its obligation to purchase the Securities which it has
agreed
to purchase hereunder, you may in your discretion arrange for you or another party or other
parties to purchase such Securities on the terms contained herein. If within thirty-six hours
after
such default by any Purchaser you do not arrange for the purchase of such Securities, then the
Issuer shall be entitled to a further period of thirty-six hours within which to procure
another party
or other parties satisfactory to you to purchase such Securities on such terms. In the event
that,
within the respective prescribed periods, you notify the Issuer that you have so arranged for
the
purchase of such Securities, or the Issuer notifies you that it has so arranged for the
purchase of
such Securities, you or the Issuer shall have the right to postpone the Time of Delivery for a
period of not more than seven days, in order to effect whatever changes may thereby be made
necessary in the Offering Circular, or in any other documents or arrangements, and the Issuer
agrees to prepare promptly any amendments to the Offering Circular which in your opinion may
thereby be made necessary. The term Purchaser as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had originally been a
party
to this Agreement with respect to such Securities.
 (b)
    
    If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting
Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, the
aggregate principal amount of such Securities which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of all the Securities, then the Issuer shall
have the right to require each non-defaulting Purchaser to purchase the principal amount of
Securities which such Purchaser agreed to purchase hereunder and, in addition, to require
each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount
of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such
defaulting Purchaser or Purchasers for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Purchaser from liability for its default.(c)
    
    If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting
Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, the
aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh
of the aggregate principal amount of all the Securities, or if the Issuer shall not
exercise the
right described in subsection (b) above to require non-defaulting Purchasers to purchase
Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Purchaser, the Issuer or any
Guarantor, except for the expenses to be borne by the Issuer, the Guarantors and the
Purchasers as provided in Section 7 hereof and the indemnity and contribution agreements
in Section 9 hereof; but nothing herein shall relieve a defaulting Purchaser from liability
for its
default.
 11.
    
    The respective indemnities, agreements, representations, warranties and other statements of
the
Issuer, the Guarantors and the several Purchasers, as set forth in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and
effect,
regardless of any investigation (or any statement as to the results thereof) made by or on
behalf
of any Purchaser or any controlling person of any Purchaser, or the Issuer or the Company, or
 15




---



##### 



any officer or director or controlling person of the Issuer or the Company, and shall survive
delivery of and payment for the Securities.12.
    
    If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor
any
Guarantor shall then be under any liability to any Purchaser except as provided in Sections 7
and
9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the
Issuer
as provided herein, the Issuer and the Guarantors, jointly and severally, will reimburse the
Purchasers through you for all expenses, including fees and disbursements of counsel,
reasonably incurred by the Purchasers in making preparations for the purchase, sale and
delivery
of the Securities, but neither the Issuer nor any Guarantor shall then be under any further
liability
to any Purchaser except as provided in Sections 7 and 9 hereof; provided, however, if the
Securities are not delivered by or on behalf of the Issuer because of a failure of a condition
set
forth in clause (i), (iii), (iv) or (v) of Section 8(f), neither the Issuer nor any Guarantor
shall be
required to reimburse any Purchaser for any expenses, including fees and disbursements of
counsel.13.
    
    In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties
hereto shall be entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Purchaser made or given by you.14.
    
    All statements, requests, notices and agreements hereunder shall be in writing, and if to the
Purchasers shall be delivered or sent by mail, telex or facsimile transmission to you as the
representative at 85 Broad Street, 20th Floor, New York, New York 10004, Attention:
Registration
Department; and if to the Issuer or any Guarantor shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the Offering Circular,
Attention:
Secretary; provided, however,that any notice to a Purchaser pursuant to Section 9(c) hereof
shall be delivered or sent by mail, telex or facsimile transmission to such Purchaser at its
address
set forth in its Purchasers Questionnaire, or telex constituting such Questionnaire, which
address
will be supplied to the Company or the Issuer by you upon request. Any such statements,
requests, notices or agreements shall take effect upon receipt thereof.15.
    
    In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into
law October 26, 2001)), the Purchasers are required to obtain, verify and record information
that
identifies their respective clients, including the Company, which information may include the
name and address of their respective clients, as well as other information that will allow the
initial
purchasers to properly identify their respective clients.16.
    
    This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the
Issuer, the Guarantors and, to the extent provided in Sections 9 and 11 hereof, the officers
and
directors of the Issuer and the Guarantors and each person who controls the Issuer or the
Company or any Purchaser, and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right under or by virtue of this
Agreement.
No purchaser of any of the Securities from any Purchaser shall be deemed a successor or assign
by reason merely of such purchase.17.
    
    Time shall be of the essence of this Agreement.
 16




---



##### 



18.
    
    The Issuer and the Guarantors acknowledge and agree that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arms-length commercial transaction between the
Issuer and the Guarantors, on the one hand, and the several Purchasers, on the other, (ii) in
connection therewith and with the process leading to such transaction each Purchaser is acting
solely as a principal and not the agent or fiduciary of the Issuer or the Guarantors, (iii) no
Purchaser has assumed an advisory or fiduciary responsibility in favor of the Issuer or the
Guarantors with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Purchaser has advised or is currently advising the Issuer or the
Guarantors on other matters) or any other obligation to the Issuer and the Guarantors except
the obligations expressly set forth in this Agreement and (iv) the Issuer and the Guarantors have
consulted their own legal and financial advisors to the extent they deemed appropriate. The
Issuer and the Guarantors agree that they will not claim that a Purchaser, or any of them, has
rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the
Issuer or the Guarantors, in connection with such transaction or the process leading thereto.19.
    
    This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Issuer, the Guarantors and the Purchasers, or any of them, with respect to the
subject matter hereof; provided, however, that this Agreement does not supersede any
engagement letter entered into by any Purchaser and the Company or any of its affiliates in
connection with the offering of the Securities and the transactions relating thereto, all of
which
shall remain in full force and effect.20.
    
    This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.21.
    
    The Issuer, the Guarantors and each of the Purchasers hereby irrevocably waives, to the
fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising
out of or relating to this Agreement or the transactions contemplated hereby.22.
    
    This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.23.
    
    Notwithstanding anything herein to the contrary, the Issuer and the Guarantors (and the
Issuers
and the Guarantors employees, representatives, and other agents) are authorized to disclose to
any and all persons, the tax treatment and tax structure of the potential transaction and all
materials of any kind (including tax opinions and other tax analyses) provided to the Issuer or
the
Guarantors relating to that treatment and structure, without the Purchasers imposing any
limitation of any kind. However, any information relating to the tax treatment and tax
structure
shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary
to
enable any person to comply with securities laws. For this purpose, tax treatment means US
federal and state income tax treatment, and tax structure is limited to any facts that may be
relevant to that treatment.
  17




---



##### 



[Remainder of page intentionally left blank]
 
 18




---



##### 



Very truly yours,Clear Channel Worldwide Holdings, Inc.By:
    
    /s/ Randall T. Mays

Name: Randall T. MaysTitle: Executive Vice President, ChiefFinancial Officer, SecretaryClear Channel Outdoor Holdings, Inc.By:
    
    /s/ Randall T. Mays

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

Name: Randall T. MaysTitle: Chief Financial OfficerClear Channel Adshel, Inc.By:
    
    /s/ Randall T. Mays

Name: Randall T.
 MaysTitle: Chief Financial Officer1567 Media LLCBy:
    
    /s/ Randall T. Mays

Name: Randall T. MaysTitle: Chief Financial Officer
 Purchase Agreement




---



##### 



Clear Channel Spectacolor, LLCBy:
    
    /s/ Randall  T. Mays

Name: Randall T. MaysTitle: Chief Financial OfficerClear Channel Taxi Media, LLCBy:
    
    /s/ Randall  T. Mays

Name: Randall T. MaysTitle: Chief Financial OfficerClear Channel Outdoor Holdings Company CanadaBy:
    
    /s/ Randall  T. Mays

Name: Randall T. MaysTitle: Chief Financial OfficerOutdoor Management Services, Inc.By:
    
    /s/ Randall  T. Mays

Name: Randall T. MaysTitle: Chief Financial OfficerIn-ter-space Services, Inc.By:
    
    /s/ Randall  T. Mays

Name: Randall T. MaysTitle: Chief Financial Officer
 Purchase Agreement




---



##### 



Accepted as of the date hereof:Goldman, Sachs & Co.By:
    
    /s/ Goldman, Sachs & Co.

(Goldman, Sachs & Co.)as Representative of the several Purchasers
 Purchase Agreement




---



##### 



Schedule I
 Principal
    
    
    PrincipalAmount of
    
    
    Amount ofSeries A Notes
    
    
    Series B Notesto be
    
    
    to bePurchaser
    
    Purchased
    
    
    PurchasedGoldman,
Sachs & Co.
    
    $
    200,000,000
    
    
    $
    800,000,000Citigroup
Global Markets Inc.
    
    
    100,000,000
    
    
    
    400,000,000Morgan Stanley & Co. Incorporated
    
    
    70,000,000
    
    
    
    280,000,000Credit Suisse Securities (USA) LLC
    
    
    35,000,000
    
    
    
    140,000,000Deutsche
Bank Securities Inc.
    
    
    35,000,000
    
    
    
    140,000,000Moelis & Company LLC
    
    
    35,000,000
    
    
    
    140,000,000Banc of America Securities LLC
    
    
    12,500,000
    
    
    
    50,000,000Barclays
Capital Inc.
    
    
    12,500,000
    
    
    
    50,000,000Total
    
    $
    500,000,000
    
    
    $
    2,000,000,000




---



##### 



SCHEDULE II
 GUARANTORS




---



##### 



SCHEDULE III
  Company Supplemental Disclosure Documents:
   Purchaser Supplemental Disclosure Documents:




---



##### 



SCHEDULE IV
 [Attached behind this page]




---



##### 



PRICING SUPPLEMENT OF CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.
 Preliminary Offering Circular).
 Series A Senior Notes
 Issuer:
    
    Clear Channel Worldwide Holdings, Inc.Security Description:
    
    Senior NotesDistribution:
    
    144A/Reg S with Registration RightsMaturity:
    
    December 15, 2017Face Amount:
    
    $500,000,000Gross Proceeds:
    
    $500,000,000Coupon:
    
    9.250%Price to Public:
    
    100.000%Yield to Maturity:
    
    9.250%Settlement Date:
    
    December 23, 2009 (T+3)Interest Payment Dates:
    
    June 15 and December 15, beginning June 15, 2010Optional Redemption:
    
    Callable, on or after the following dates, and at the following prices:
 Date
    
    PriceDecember 15, 2012
    
    106.93750%December 15, 2013
    
    104.6250%December 15, 2014
    
    102.31250%December 15, 2015 and thereafter
    
    100.000%
 Equity Clawback:
    
    Prior to December 15, 2012 may redeem up to 35.00% at 109.250%Spread to Treasury:
    
    602Reference Treasury:
    
    4.25% UST due November 15, 2017Joint Book-Running Managers:
    
    Goldman, Sachs & Co.Citigroup Global Markets Inc.Morgan Stanley & Co. IncorporatedCredit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Co-Managers:
    
    Banc of America Securities LLCBarclays Capital Inc.Moelis & Company Inc.
 CUSIP/ISIN:
    
    144A
    
    Reg SCUSIP: 18451Q AA6
    
    CUSIP: U18294 AA3ISIN: US18451QAA67
    
    ISIN: USU18294AA32
 
  1 of 2




---



##### 



PRICING SUPPLEMENT OF CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.
 Preliminary Offering Circular).
 Series B Senior Notes
 Issuer:
    
    Clear Channel Worldwide Holdings, Inc.Security Description:
    
    Senior NotesDistribution:
    
    144A/Reg S with Registration RightsMaturity:
    
    December 15, 2017Face Amount:
    
    $2,000,000,000Gross Proceeds:
    
    $2,000,000,000Coupon:
    
    9.250%Price to Public:
    
    100.000%Yield to Maturity:
    
    9.250%Settlement Date:
    
    December 23, 2009 (T+3)Interest Payment Dates:
    
    June 15 and December 15, beginning June 15, 2010Optional Redemption:
    
    Callable, on or after the following dates, and at the following prices:
 Date
    
    PriceDecember 15, 2012
    
    106.93750%December 15, 2013
    
    104.6250%December 15, 2014
    
    102.31250%December 15, 2015 and thereafter
    
    100.000%
 Equity Clawback:
    
    Prior to December 15, 2012 may redeem up to 35.00% at 109.250%Spread to Treasury:
    
    602Reference to Treasury:
    
    4.25% UST due November 15, 2017Joint Book-Running Managers:
    
    Goldman, Sachs & Co.Citigroup Global Markets Inc.Morgan Stanley & Co. IncorporatedCredit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Co-Managers:
    
    Banc of America Securities LLCBarclays Capital Inc.Moelis & Company Inc.
 CUSIP/ISIN:
    
    144A
    
    Reg SCUSIP: 18451Q AB4
    
    CUSIP: U18294 AB1ISIN: US18451QAB41
    
    ISIN: USU18294AB15
 
  2 of 2




---



##### 



SCHEDULE V
 CERTIFICATES OF FOREIGN QUALIFICATIONS
 Jurisdiction ofFormation/Incorporation
    
    States QualifiedISSUERClear Channel
Worldwide Holdings,
Inc.
    
    Nevada
    
    N/AGUARANTORSClear Channel Outdoor
Holdings, Inc.
    
    Delaware
    
    DCClear Channel
Outdoor, Inc.
    
    Delaware
    
    AZ, DC, NE, MA, NJ, IN, MI, GA, AL,
MN, AK, TN, NC, VA, 
ND, VT, WA, OK, NH, NM, PA,
SC, WI, NY, SD, CA, TX, MT, 
WY, CT, FL, KY, IL, LA, MO, MS, OH, CO, MD, ID, UT, AR,
KS, ME, IA, NV, OR, WVClear Channel Adshel,
Inc.
    
    Delaware
    
    DC1567 Media LLC
    
    Delaware
    
    NY




---



##### 



Jurisdiction ofFormation/Incorporation
    
    States QualifiedClear Channel
Spectacolor, LLC
    
    Delaware
    
    NJ, NV, NYClear Channel Taxi
Media, LLC
    
    Delaware
    
    AZ, DC, MA, MI, NV, GA, WA, NY, TN,
RI, CA, TX, FL, UT, MO, IL, MD, PAClear Channel Outdoor
Holdings Company
Canada
    
    Delaware
    
    N/AOutdoor Management
Service, Inc.
    
    Nevada
    
    N/AIn-ter-space Services,
Inc.
    
    Pennsylvania
    
    NE, MA, NJ, IN, MI, GA, AL, MN, AK,
TN, NC, VA, OR, ND, VT, WA, OK, NV, NH, WV, NM, SC, WI, NY,
SD, CA, TX, ME, MT, OH, CO, CT, FL, KY, ID, IL, AR, KS, LA, MO, IA, MS, PA, AZ, MD




---



##### 



ANNEX I
 (1)
    
    The Securities have not been registered under the Act and may not be offered or sold
within the
United States or to, or for the account or benefit of, U.S. persons except in accordance with
Regulation S under the Act or pursuant to an exemption from the registration requirements of
the Act. The Purchaser represents that it has offered and sold the Securities, and will offer
and
sell the Securities (i) as part of its distribution at any time and (ii) otherwise until 40
days after
the later of the commencement of the offering and the Time of Delivery, only in accordance
with
Rule 903 of Regulation S or Rule 144A under the Act. Accordingly, the Purchaser agrees that
neither it, its affiliates nor any persons acting on its or their behalf has engaged or will
engage in
any directed selling efforts with respect to the Securities, and it and they have complied and
will
comply with the offering restrictions requirement of Regulation S. The Purchaser agrees that,
at
or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A), it
will
have sent to each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Securities from it during the restricted period a confirmation or
notice to substantially the following effect:The Securities covered hereby have not been registered under the U.S. Securities Act of 1933
(the Securities Act) and may not be offered and sold within the United States or to, or for
the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the later of the commencement of the offering and the closing
date, except in either case in accordance with Regulation S (or Rule 144A if available) under
the Securities Act. Terms used above have the meaning given to them by Regulation S.Terms used in this paragraph have the meanings given to them by Regulation S.The Purchaser further agrees that it has not entered and will not enter into any contractual
arrangement with respect to the distribution or delivery of the Securities, except with its
affiliates or with the prior written consent of the Issuer.(2)
    
    Notwithstanding the foregoing, Securities in registered form may be offered, sold and
delivered
by the Purchaser in the United States and to U.S. persons pursuant to Section 3 of this
Agreement without delivery of the written statement required by paragraph (1) above.(3)
    
    The Purchaser agrees that it will not offer, sell or deliver any of the Securities in any
jurisdiction
outside the United States except under circumstances that will result in compliance with the
applicable laws thereof, and that it will take at its own expense whatever action is required
to
permit its purchase and resale of the Securities in such jurisdictions. The Purchaser
understands that no action has been taken to permit a public offering in any jurisdiction
outside
the United States where action would be required for such purpose.




---



##### 



ANNEX
II (i)
 FORM OF LEGAL OPINION OF ROPES & GRAY LLP
 Schedule I
 Schedule I




---



##### 



Scheduler IV
 Exchange Notes




---



##### 



ANNEX
II (ii)
 FORM OF LEGAL OPINION OF TEXAS COUNSEL
     Filing




---



##### 



ANNEX
II (iii)
 FORM OF LEGAL OPINION OF NEVADA COUNSEL




---



##### 



ANNEX
II (iv)
 FORM OF LEGAL OPINION OF PENNSYLVANIA COUNSEL