Clear Channel’s board of directors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs who had recused themselves from the deliberations) then considered the proposed Amendment No. 2 and the transactions contemplated thereby and approved and adopted Amendment No. 2. Following a discussion of the Goldman Sachs presentation and the proposed amendment, Clear Channel’s ~~Board~~board of ~~Directors:~~directors:

• ~~determined that the merger agreement and the merger are advisable and in the best interest of Clear Channel’s shareholders;~~

• ~~approved and adopted the merger agreement and the merger; and~~

•
• determined that the merger agreement and the merger are advisable and in the best interest of Clear Channel’s shareholders;
• approved and adopted the merger agreement and the merger; and
• unanimously recommended that Clear Channel’s shareholders approve and adopt the merger agreement and the merger.

The recommendation of the board of directors was ~~based on its assessment of~~limited to the ~~Cash Consideration~~cash consideration to be received by shareholders ~~that make a Cash Election.~~in the merger. The board of directors ~~expressly did not make any~~made no recommendation as to whether any shareholder should make a Stock Election and ~~makes~~made no recommendation regarding the Class A common stock of Holdings.

Clear Channel held a special meeting of its shareholders on September 25, 2007 to consider and vote upon a proposal to approve and adopt the merger agreement and the merger. The proposal was approved, with 364,084,022 shares voting in favor of the proposal and 5,814,983 voting against. There were 3,227,672 abstentions and 124,769,494 shares were not voted.

From September 25, 2007 through March 26, 2008, Clear Channel and the Fincos worked cooperatively to fulfill the conditions to closing the merger. On December 17, 2007, Clear Channel issued a press release announcing that it was commencing a cash tender offer and consent solicitation for its outstanding $750,000,000 principal amount of the 7.65% senior notes due 2010 on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated December 17, 2007. Clear Channel also announced on that date that its subsidiary, AMFM Operating Inc., was commencing a cash tender offer and consent solicitation for the outstanding $644,860,000 principal amount of the 8% senior notes due 2008 on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated December 17, 2007.

On January 24, 2008, the FCC granted Applications for Consent to the Transfer of Control of Clear Channel as contemplated by the merger agreement. This order by the FCC constituted the FCC Consent that was a condition to closing of the merger.

On February 13, 2008, Clear Channel agreed with the DOJ to enter into a Final Judgment and Hold Separate Agreement in accordance with and subject to the Tunney Act. Pursuant to the judgment, Clear Channel was ordered to hold separate and ultimately divest certain radio assets from and after the closing of the merger. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired at 11:59 PM EST on Wednesday, February 13, 2008. Following such time, there were no remaining regulatory approvals needed to close the merger.

From September 2007 through March 2008, Clear Channel and the Fincos were cooperating with and providing assistance to the Banks in connection with the syndication and marketing of the credit commitments, including the provision of Required Financial Information, as that term is defined in the merger agreement. In addition Clear Channel periodically provided to the Fincos and the Sponsors operating data and updates to Clear Channel’s models and internal forecasts of future operating results. During this period, the Sponsors periodically provided reports to Mr. Mark P. Mays and Mr. Randall Mays regarding the status of discussions with the Banks. In particular, it was disclosed that, in light of the deteriorating credit markets, the Banks had sought concessions from the Sponsors with respect to the terms of the credit facilities. In support of their request, the Banks estimated in late January 2008 that they would incur substantial losses of approximately $2.65 billion, if they were required to fund the loans on the terms summarized in the credit commitments. The Sponsors refused to agree to the requested concessions.

Clear Channel completed delivery of the Required Financial Information resulting in the commencement of the debt-marketing period under the merger agreement, with a scheduled expiration date of March 26, 2008. The Sponsors and the Fincos provided notice to Clear Channel that the closing of the merger was scheduled for that same day.

From February 2008 through March 26, 2008, the Banks and the Fincos were finalizing the credit facilities documentation required by the debt commitments delivered in connection with the second amendment to the merger agreement. During this period, counsel for the respective parties exchanged drafts of the credit facilities documentation as well as memoranda and other communications

expressing their respective views on the terms and conditions required by the debt commitment letters. At March 26, 2008, the Banks and the Fincos had not reached an agreement with respect to the terms and conditions of such documentation required by the debt commitment letters. The Banks had last presented a complete set of credit facilities documentation dated March 18, 2008 (the“March 18 Documentation”), which they represented was consistent with the terms of the debt commitment letters. The Fincos reported to Mr. Mark P. Mays and Mr. Randall T. Mays that they had rejected the terms contained in the March 18 Documentation. The March 18 Documentation contained (i) restrictions on Clear Channel’s ability to pay certain existing indebtedness that matured prior to the maturity of the proposed credit facilities, (ii) restrictions on extensions or modifications to the existing intercompany note with Clear Channel Outdoor, and (iii) financial and operating covenants that placed unexpected restrictions on Clear Channel following the closing. The Fincos informed Messrs. Mark P. Mays and Randall T. Mays that they had advised the Banks that these terms were unacceptable and, in their view, inconsistent with the debt commitment letters. The Fincos presented a complete set of credit facilities documentation dated March 26, 2008 (the “March 26 Documentation”) reflecting terms they would agree to and which they represented was consistent with the terms of the debt commitment letters. Clear Channel and the Fincos accordingly believed at that stage that the Banks would not agree to the terms reflected in the March 26 Documentation and the Sponsors would not agree to the terms reflected in the March 18 Documentation and that neither party was willing to agree to further compromises.

On March 26, 2008, Merger Sub and the Fincos filed an action against the Banks in the Supreme Court of the State of New York, County of New York, captioned BT Triple Crown Merger Co., Inc., et al., v. Citigroup Global Markets Inc., et al., Index No. 08/600899 (the “New York Action”), alleging breach of contract and other state-law causes of action arising from the Banks’ alleged failure to provide committed financing in support of the proposed merger. The New York Action proceeded through a number of pre-trial hearings, and a trial would later commence on May 13, 2008. The Banks added Clear Channel and Holdings, the plaintiffs in the Texas Actions (as defined below) as third party defendants to the Banks’ counterclaims in the New York Action. Such counterclaims were dismissed by the New York courts.

On March 26, 2008, Holdings and Clear Channel filed an action against the Banks in the District Court of the State of Texas entitled Clear Channel Communications, Inc. and CC Media Holding, Inc. v. Citigroup Global Markets, Inc., et. al., (the“Texas Actions” and collectively with the New York Action, the “Actions”) asserting a claim of tortious interference against each of the defendants based upon allegations that the defendants intentionally interfered with the merger agreement, as in effect prior to Amendment No. 3, in an effort to prevent Clear Channel, Merger Sub, the Fincos and Holdings from consummating the merger. Clear Channel sought an injunction prohibiting the defendants from engaging in the specified acts of interference and, alternatively, damages. The Banks filed an Application for Mandamus in the Texas Supreme Court, arising out of the trial courts’ denial of the Banks’ Motion to Dismiss. Trial on all other issues was scheduled for June 2, 2008.

On March 27, 2008, the parties convened by telephone conference call for the previously scheduled closing. Representatives of, and counsel for, the Fincos, Holdings and Merger Sub, on the one hand, and Clear Channel, on the other hand, were present. Representatives of, and counsel for, the Banks had been invited but were not in attendance. All of the documentation necessary to close the merger (other than the credit facilities documentation) was complete and the representatives of each of the Fincos, Holdings, Merger Sub and Clear Channel confirmed that they were prepared and willing to close the merger. The closing did not occur due to a lack of financing from the Banks. Under the terms of the merger agreement, Clear Channel had from that date forward the option of terminating the merger agreement due to the fact that the merger had not closed on or prior to the expiration of the debt-marketing period under the merger agreement. Clear Channel did not exercise its right to terminate the merger agreement. If it had, it would have been entitled to a $500 million reverse termination fee under the terms of the merger agreement.

During this period, Clear Channel’s management requested, and received, periodic assessments from Clear Channel’s lawyers regarding developments with respect to attempts to close the merger and with respect to the New York Action and the Texas Actions. Management provided updates to the board of directors at board meetings held on March 25, 2008, March 28, 2008 and April 28, 2008, as well as in phone calls with individual directors between meetings. The consensus of Clear Channel’s board of directors was the primary objective of the company should be to seek a closing of the merger on the terms contained in the merger agreement. It was recognized that, while the outstanding litigation might provide incentives to achieve this result through negotiated settlement, the ability to achieve this result from the court actions themselves was highly uncertain. While the Texas Action provided an opportunity for Clear Channel to seek compensation for damages for tortious interference if the merger did not close, it did not provide an opportunity to seek specific performance of the merger agreement and debt commitments and damages could be difficult to prove. Moreover, the defendants in the Texas Action had moved for an order seeking to limit any damages payable by them to Clear Channel or Holdings to no more than $500 million based upon provisions of the merger agreement. The Fincos were seeking specific performance in the New York Action. However, the claim for specific performance was not supported by clear legal precedent and consequently was highly uncertain to succeed. Even if the claim for specific performance was successful, there was no assurance that the Fincos could actually close on the original terms of the merger agreement. A judgment in favor of the Fincos would likely be appealed and given the time involved in the appellate process, it would be unlikely that a closing could be achieved before the expiration of the debt commitment letters on June 12, 2008. In addition, Clear Channel’s board of directors was aware that Clear Channel's only remedy under the merger agreement for breach was to terminate the merger agreement and seek payment of a $500 million termination fee from the Sponsors. In this respect they considered wide-spread press reports and statements from the Banks speculating that the Sponsors did not intend to close the transaction, as well as the statements by the Sponsors, both publicly and in private, that such speculation was false.

In April 2008, Mr. Mark P. Mays placed phone calls to the Chief Executive Officers of each of the Banks. As a result of those calls, Mr. John Mack, Chief Executive Officer of Morgan Stanley, and Mr. Mark P. Mays spoke by telephone. During the phone call, Mark P. Mays suggested a meeting among the Banks, the Sponsors and Clear Channel to discuss the possibility of opening settlement discussions regarding the Actions. There was no discussion of the terms of any settlement during that telephone call.

On April 22, 2008, Cahill Gordon Reindel LLP, counsel for the Banks, sent a letter to the Fincos, Holdings and Clear Channel proposing binding arbitration to resolve the material open issues reflected in the March 18 Documentation and March 26 Documentation. Later that same day, the Sponsors rejected the Banks’ offer of binding arbitration.

On April 26, 2008, a partner at Cahill Gordon, counsel for the Banks, contacted a partner at Akin Gump. During the call, Cahill Gordon informed Akin Gump that, in response to Mr. Mark P. Mays’ telephone call, the Banks would be willing to meet with the Sponsors and representatives of Clear Channel. The parties negotiated and then executed and delivered among themselves a letter agreement pursuant to which they agreed that any such discussions would constitute settlement discussions and not be admissible in any lawsuit among them.

On May 1, 2008, representatives of the Sponsors, the Banks and Clear Channel met in White Plains, New York. In attendance were Messrs. Mark P. Mays and Randall T. Mays, of Clear Channel, and representatives of each of the Sponsors and each of the Banks. The parties discussed various alternatives to the pending litigation, including binding arbitration of the disputes, but were unable to reach agreement. Messrs. Mark P. Mays and Randall T. Mays indicated that Clear Channel would agree to binding arbitration only if the range of outcomes was limited to the funding of the credit facilities (on terms determined by the arbitrator) and the closing of the merger or a termination of the merger agreement with a substantial payment of damages on Clear Channel’s Texas Actions. The Sponsors were willing to agree to an arbitration if one of the outcomes would require them to close the merger agreement on the March 18 Documentation and if the Banks were willing to agree to the payment of substantial damages in that circumstance. At the conclusion of the meeting, the representatives of the Sponsors and the Banks arranged to meet again on May 4, 2008 for further discussions.

On May 4, 2008, representatives of the Sponsors and the Banks met in White Plains, New York. At the meeting, various alternatives to the pending litigation were discussed, including a continuation of the discussion on binding arbitration. At the meeting, the Banks suggested that the Sponsors and Clear Channel consider a settlement of the New York Action and the Texas Actions in the context of revised terms for the debt financing. Specifically, the Banks proposed a complete settlement of all litigation in consideration of the Banks agreeing to fund substantially on the terms of the March 26 Documentation and the Sponsors and Clear Channel agreeing to a reduction in the aggregate principal amount of the debt by $3 billion and an increase in the interest rate and other fees over all classes of the debt. The Sponsors replied that they were not willing to consider an increase in the amount of their equity commitments. Consequently, any reduction in the principal amount of the debt would require a decrease in the purchase price. A $3 billion reduction in purchase price would imply a per-share purchase price of approximately $33.20. The Sponsors indicated that they would present the Banks’ proposal to Clear Channel, which they did following the conclusion of the meeting.

After consulting with Messrs. Alan Feld and L. Lowry Mays, Messrs. Mark P. Mays and Randall T. Mays responded to the Sponsors that the Banks’ proposal would not be supported by the board of directors of Clear Channel.

During the week of May 5, 2008, discussions were held among the Sponsors and representatives of Highfields Capital Management, Clear Channel’s largest shareholder and a party to a voting agreement in support of the merger agreement, and Messrs. Messrs. Mark P. Mays and Randall T. Mays. During those discussions representatives of Highfields Management indicated that they might be willing to support a lesser purchase price at a lower amount than proposed by the Banks if it were to settle the outstanding litigation and allow the parties to proceed with certainty to a closing of the transaction. Messrs. Mark and Randall T. Mays indicated that they were not prepared to discuss price but that any proposal from the Sponsors and the Banks would need to address terms which would provide enhanced certainty that a closing of the merger would occur if the Requisite Shareholder Approval were obtained.

On May 6, 2008, Mr. Jonathon Jacobson of Highfields Management spoke with Mr. Michael Petrick, Head of Trading of Morgan Stanley in an effort to reach a compromise between the Sponsors, the Banks and Clear Channel. At such time Mr. Jacobson stated that the Banks’ proposed $3 billion price reduction was unacceptable to Highfields Management, but that Highfields Management would support a revised transaction under certain conditions that assured closing of the merger subject only to an affirmative shareholder vote. After some discussion, Mr. Petrick indicated his belief that the Banks would be willing to close the merger under the terms of the March 26 Documentation in exchange for an aggregate debt reduction of $2 billion and an interest rate increase of fifty basis points on all of the debt. Mr. Jacobson indicated that Highfields Management would not support a price reduction of $2 billion but would support a price reduction of $1.5 billion, a further debt reduction of $250 million funded by Clear Channel’s cash flow in 2008, and an increase of twenty-five basis points on the debt. Further, Mr. Jacobson stated that Highfields Management’s support would be conditioned on both the Banks’ lending commitments and the Sponsors’ equity being fully funded into escrow upon execution of a revised merger agreement.

On the morning of May 9, 2008, representatives of the Sponsors contacted Mr. Mark P. Mays and told him to expect a term sheet for a potential settlement that they believed would reflect input from the Banks and Highfields Management and would be responsive to the concerns previously expressed by Messrs. Mark P. Mays and Randall T. Mays. The Sponsors indicated that if the parties could negotiate and agree upon the terms of a settlement, it was their intent that an amendment to the merger agreement and the other necessary legal documentation would be completed prior to the commencement of the trial in the New York Action on Monday morning, May 12, 2008.

A special meeting of the Clear Channel board was held by telephone during the afternoon on May 9, 2008 (attended by each of the directors other than J.C. Watts), which representatives of Goldman Sachs, Akin Gump and Sullivan & Cromwell LLP (counsel to Goldman Sachs) also attended. Mr. Mark P. Mays updated the board of directors regarding events that had transpired over the course of the last couple of weeks. Akin Gump reviewed the Clear Channel directors’ fiduciary duties in considering an amendment to the merger agreement. During the course of the meeting, Mr. Mark P. Mays received a draft term sheet for a proposed settlement from the Sponsors that reflected input from all parties.

Among other things, the Sponsors’ term sheet proposed the following:

	•		a merger price of $36 per share (with no additional per share consideration and the cessation of the payment of all dividends);

	•		the rollover by Lowry Mays of up to $200 million of Clear Channel common stock;

	•		a provision that would require up to $500 million of Clear Channel shares for which a cash election was made be exchanged for shares of Holdings Class A common stock if necessary to provide the required equity at close; and

	•		equity commitments by the Sponsors of up to $2.4 billion.

The term sheet also contemplated that the March 26 draft of the loan documents would be executed with the following changes:

	•		total debt would be reduced by $1.75 billion;

	•		interest rate margins on the senior secured credit facilities would be increased by 40 basis points;

	•		funding conditions would be limited to closing of the merger and delivery of final loan documents; and

	•		enhanced enforcement rights on the part of the Sponsors and Clear Channel.

Throughout the period from May 6, 2008, through May 13, 2008, representatives of Highfields Management held ongoing discussions with the Banks, the Sponsors and Clear Channel regarding the terms and conditions of an amended merger agreement,the terms of an amended voting agreement, the terms of an escrow agreement and related matters.

In connection with the settlement, it was proposed that the Highfields Funds would agree to exchange in the stock election shares of Clear Channel common stock having a value of at least $400 million at the $36.00 per share revised merger price. It was also proposed that the Abrams Investors would agree to exchange in the stock election shares of Clear Channel common stock having a value of at least $100 million at the $36.00 per share merger price.

The board of directors instructed Akin Gump to respond to Ropes & Gray on the term sheet by indicating that the board was unwilling to consider any amendment to the merger agreement that did not provide certainty for the shareholders (assuming a favorable shareholder vote) that a transaction would close on the terms of the amended merger agreement. Akin Gump was instructed to propose modifications to the term sheet that reflected this intent and communicate them to Ropes & Gray. Specifically they were instructed to inform Ropes & Gray that the board had not addressed the proposal to modify the merger price and did not intend to do so until terms were agreed that satisfactorily addressed the board’s concern regarding certainty. Further, Akin Gump was instructed to inquire as to whether the Banks had agreed to the terms reflected in the term sheet and to inform Ropes & Gray that the board and Akin Gump would not be negotiating the requested rollover of $200 million of shares by Mr. L. Lowry Mays (which would be addressed separately by Mr. Mays and his representatives). The board determined that, in light of the history of the negotiations on the amendment, the relatively short time before the trial of the New York Action was scheduled to commence and the fact that none of the terms proposed by the Sponsors presented conflicts on the part of Messrs. Mark P. Mays and Randall T. Mays, Messrs. Mark P. Mays and Randall T. Mays should continue in their role of leading negotiations with the Sponsors and the Banks. The board of directors requested that, in doing so, they consult with Messrs. Alan Feld and Perry Lewis pending formal meetings of the board of directors.

Akin Gump conveyed the board’s instructions to Ropes & Gray by conference call later during the day on May 9, 2008. In this connection, Akin Gump proposed the following modifications to the principal terms:

	•		None of the Clear Channel shares of common stock for which cash elections are made should be exchanged for shares of Holdings Class A common stock.

	•		There should be no condition to closing of the merger agreement or debt or equity funding other than the Required Shareholder Approval and the absence of an injunction against closing the merger.

	•		The Sponsors should have no right to terminate the merger agreement other than as a result of a failed shareholder vote.

	•		The reverse termination fee payable by Merger Sub under the circumstances described in the merger agreement should be increased over the existing $500 million.

	•		Additional per share consideration should begin to accrue at 8% per annum if the closing had not occurred on or prior to September 30, 2008.

	•		The definitive debt agreements should be executed concurrently with the amended merger agreement (in lieu of debt commitments).

	•		Clear Channel should be a named third party beneficiary with full rights to specific performance with respect all of the transaction documents.

	•		All equity and debt commitments should be funded into escrow at the signing of the amended merger agreement.

	•		Clear Channel should be paid the reverse termination fee in the event that the shareholders of Clear Channel do not approve the transaction.

A revised term sheet was received by Akin Gump from Ropes & Gray during the morning on May 10, 2008, with a copy distributed to each of the directors. The revised term sheet reflected agreement that the debt agreements would be executed concurrently with an amended merger agreement, that Clear Channel would be a named third party beneficiary and that all equity and debt commitments would be funded into an escrow account. Although a number of the conditions to closing had been eliminated (including the “material adverse change” or “MAC” condition), closing was still conditioned upon material compliance with covenants (in addition to receipt of the Required Shareholder Approval and no injunction) and Clear Channel was not provided a right of specific performance. Further, the term sheet included a term requiring the New York Actions and the Texas Actions to be dismissed with prejudice and releases exchanged upon funding of the escrow accounts. In addition, upon inquiry by Akin Gump, it was not clear that the Banks had agreed to the terms proposed in the term sheet. There was no change with respect to the terms relating to the cash election, payment of dividends, or additional per share consideration that had been previously proposed by the Sponsors.

A special meeting of the Clear Channel board was held by telephone during the afternoon on May 10, 2008 (attended by each of the directors other than Ms. Phyllis Riggins and Mr. John Zachry), which representatives of Goldman Sachs, Akin Gump and Sullivan & Cromwell also attended. Mr. Mark P. Mays and Mr. Frank Reddick of Akin Gump updated the board of directors regarding the negotiations and the board discussed the revised term sheet. The board instructed Goldman Sachs and Akin Gump to inform the Sponsors and Ropes & Gray, that while substantial progress had been made, the board remained insistent that none of the shares of Clear Channel common stock for which a cash election is made should be forced to exchange for shares of Holdings Class A common stock; there should be no conditions to closing based on compliance with material covenants; the sponsors should not be able to terminate the merger agreement except following a failed shareholder vote; the board sought an increase of the reverse termination fee to $1 billion; additional per share consideration should be payable after September 1, 2008; Clear Channel should have full rights to specific performance; and that Clear Channel expected to be paid the reverse termination fee in the event that shareholder vote was not obtained.

The board then considered the proposed amendment to the merger price. After evaluating the course of action available to the board, the board concluded that the only course of action that would result in a high probability of closing a merger was a negotiated settlement of the litigation. Clear Channel did not have a contractual right to obtain specific performance of the merger agreement and the debt commitments and consequently could not obtain a court order itself mandating a closing. While the Fincos were pursuing specific performance in the New York Action, as a practical matter, for the reasons discussed above, it was not likely that they would be successful in time to allow for a closing. The Texas Actions provided an opportunity to obtain compensation for damages but did not provide for an opportunity to obtain a court ordered closing and there were significant procedural and substantive challenges to obtaining a significant damage claim. In addition, the board was of the view that the failure to close the merger was likely to result in a trading value of the Clear Channel common stock substantially below the merger price and recent trading ranges. The board then reviewed the discussions that management had recently had with some of Clear Channel’s major shareholders, including Highfields, regarding pricing of a revised merger agreement that they would support. The board then determined to ~~cancel~~suggest a merger price of $37.60 per share and instructed Akin Gump and Goldman Sachs to inform the Sponsors and Ropes & Gray that if the board’s requests regarding certainty were met, the board would consider a merger price of $37.60 per share.

Later that evening a telephone conference was held among Goldman Sachs, Akin Gump, representatives of the Sponsors and Ropes & Gray. Also attending were Messrs. Alan Feld and Perry Lewis. Goldman Sachs and Akin Gump communicated the board’s instructions. During the conference call, the Sponsors stated that they were agreeable to further limiting the conditions to closing and the Sponsors’ termination rights; an increase in the reverse termination fee to $600 million once the escrow was funded; and providing Clear Channel with rights to specific performance. The Sponsors indicated, however, that they were unwilling to provide any equity over the $2.4 billion provided for in the revised equity term sheet. Consequently based on the Banks’ position a price higher than $36.00 was not possible. The Sponsors cited the Banks’ reference to the decline in Clear Channel’s results of operations compared to management’s previously delivered financial forecasts; the increased cost of the debt financing; changes in the mergers & acquisitions and debt markets; and general trends in the radio and outdoor advertising industry. In addition, they reminded the Clear Channel parties that the $36.00 price reflected an increase over the $33.20 originally proposed by the Banks. For the same reasons, the Sponsors rejected the provision for payment of Additional Per Share Consideration and the elimination of the conversion of up to $500 million of Clear Channel shares of common stock for which a cash election was made into shares of Holdings Class A common stock if necessary to complete the equity needed for closing.

During the morning of May 11, 2008, Ropes & Gray distributed to Akin Gump a complete set of transaction documents, including a form of settlement agreement, amendment to the merger agreement and escrow agreement. During the period from May 11, 2008 to May 13, 2008 Akin Gump, Ropes & Gray and Cahill Gordon continued to negotiate the terms and forms of the transaction documents by exchange of emails and telephone conference calls. Also participating in some of these calls were the parties’ respective litigation counsel. Key terms addressed in these calls included the operating covenants included in the amended merger agreement; the timing and release of funds from the escrow account; termination and dispute resolution provisions; the timing of the dismissal of the Actions and the terms of the releases; the structure and amount of the reverse break up fees and the payment of expenses; and the remedies of Clear Channel in the event of a breach. Cahill Gordon and Ropes & Gray also were working on the definitive loan documentation in a parallel process.

A special meeting of ~~shareholders~~the Clear Channel board was held by telephone during the morning of May 11, 2008 (attended by each of the directors), which representatives of Goldman Sachs, Akin Gump and Sullivan & Cromwell also attended. Goldman Sachs, Akin Gump, Messrs. Alan Feld and Perry Lewis updated the board of directors regarding the negotiations and the board discussed the status of the negotiations. Akin Gump informed the board that it had opened up direct negotiations with Cahill Gordon and that Cahill Gordon was asserting that some of the positions that had been previously agreed to by the Sponsors were not agreeable to the Banks. In particular, Cahill Gordon indicated that the Banks had certain objections to funding the escrow agreement and objected to providing Clear Channel with third party beneficiary rights and rights to specific performance of the debt agreements. The board of directors instructed Goldman Sachs and Akin Gump to continue negotiations with the Sponsors and the Banks as previously instructed.

A special meeting of the Clear Channel board was held by telephone during the evening of May 11, 2008 (attended by each of the directors), which representatives of Goldman Sachs, Akin Gump and Sullivan & Cromwell also attended. Goldman Sachs and Akin Gump updated the board of directors regarding the negotiations and the board of directors discussed the status of the negotiations. At the request of Mr. Mark P. Mays, Akin Gump reviewed the status of the Actions and provided its assessment of the merits of the cases of the parties in each such action. Akin Gump informed the board of directors that, while the Sponsors’ and Clear Channel’s claims had legal merit, the actions presented complex litigation issues, some of which had not been litigated previously in similar circumstances in the relevant courts. Therefore there was no clear precedent and consequently there was material uncertainty with respect to the outcome of those actions and, even if the plaintiffs prevailed, the remedies that would be awarded by the courts.

Goldman Sachs then summarized the financial terms of the proposal received from the Sponsors. The board of directors then discussed the financial terms of the proposal and asked questions of management.

The board of directors then instructed Goldman Sachs and Akin Gump to communicate to the Sponsors that the price and structure of the merger proposed by the Sponsors would be considered favorably if the board of directors were comfortable with the terms that impacted the certainty of consummating the transaction. The board of directors then instructed Akin Gump and Goldman Sachs to continue negotiations with the Sponsors and the Banks as previously instructed.

During negotiations during the evening of May 11, 2008 and early morning of May 12, 2008, the Banks agreed to fund the debt financing into an escrow account and to provide for the remedy of specific performance on the part of Clear Channel in the event of a breach. In addition, the parties reached agreement on the terms of the monetary penalties that would be payable in the event of a failure to fund the required amounts into escrow and the timing of the dismissal of the New York Actions and the Texas Actions and delivery of releases. The price and structure of the merger were agreed to and the Sponsors agreed to the specific performance of their equity commitments and the merger agreement. Open issues remained with respect to the property permitted to be deposited into the escrow to satisfy the funding obligations of the Banks and the Sponsors, the terms of the operating covenants, and the circumstances in which the Sponsors would be paid their expenses if the merger did not close.

On the morning of May 12, 2008, the parties agreed to mutually seek stays of the proceedings in the New York Action and the Texas Actions scheduled onfor May ~~22, 2007~~12, 2008 for one day in order to allow ~~management~~the parties an opportunity to reach agreement on the open issues in the negotiations.

During the day and throughout the evening of May 12, Akin Gump, Ropes & Gray and Cahill Gordon finalized the terms of the separate agreements to be entered into by the parties in connection with the amendment to the merger agreement. In addition, during this time period, Mr. L. Lowry Mays and his counsel reached agreement with the Sponsors with respect to ~~prepare, file~~the terms of his equity rollover. During this period, Akin Gump and ~~process~~Messrs. Mark P. Mays and Randall T. Mays consulted frequently with Messrs. Alan Feld and Perry Lewis regarding the status of the negotiations and negotiating positions.

During the evening of May 12, 2008, Akin Gump distributed to each of the directors copies of the settlement agreement, the amendment to the merger agreement and escrow agreement, in substantially final form as well as a summary of their terms.

Clear Channel’s board of directors convened a special meeting the morning of May 13, 2008, which was also attended by representatives of Akin Gump, Goldman Sachs, and Sullivan & Cromwell. Present were each of the directors of Clear Channel. Akin Gump reviewed the directors’ fiduciary duties in considering an amendment to the merger agreement. Akin Gump then reviewed the final terms of the settlement agreement, the amendment to the merger agreement and the escrow agreement. Representatives of Goldman Sachs then made a presentation to the directors. During this ~~proxy statement/prospectus.~~presentation Goldman Sachs orally reviewed its financial analyses of the $36.00 per share in cash that holders of Public Shares can receive pursuant to the merger agreement. Goldman Sachs then rendered to the board of directors an opinion, which opinion was subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in its opinion, the $36.00 in cash per Public Share to be received by the holders of Public Shares pursuant to the merger agreement was fair from a financial point of view to such holders.

Clear Channel’s board of directors, by unanimous vote, determined that the merger agreement, as amended by the third amendment, is advisable and in the best interests of Clear Channel and its shareholders, approved the settlement agreement, the merger agreement as amended by the third amendment and the escrow agreement and resolved to recommend to the shareholders of Clear Channel approval of the merger and approval and adoption of the merger agreement.

The trial in the New York Action commenced during the afternoon of May 13, 2008, and a hearing in the Texas Action also began. The Banks, the Sponsors and Clear Channel completed work on final settlement documents later that evening and the trial in the New York Action was thereafter adjourned. As a result of the settlement, the Texas Action was also stayed. For details concerning the current status of the New York Action and the Texas Action, see “Merger Related Litigation” on page 139. For details concerning the Settlement Agreement, see “Settlement and Escrow Agreements” on page 162.

Reasons for the Merger

Prior Merger Agreement As Amended Through September 25, 2007

Determination of the Board of Directors

After careful consideration, the Clear Channel board of directors, by a unanimous vote of the disinterested directors (i) determined that the merger iscontemplated by the prior merger agreement was advisable and in the best interests of Clear Channel and its unaffiliated shareholders, (ii) approved, adopted and declared advisable the prior merger agreement and the transactions contemplated thereby, (iii) recommended that the shareholders of Clear Channel vote in favor of the merger and directed that such matter be submitted for consideration of the shareholders of Clear Channel at the September 25, 2007 special meeting of shareholders (except that the board of directors did not, and will not, make any recommendation to the shareholders with respect to the ~~election of the~~ Stock Consideration) and (iv) authorized the execution, delivery and performance of the prior merger agreement and the transactions contemplated by the prior merger agreement.The board of directors’ recommendation iswas based on the Cash Consideration to be received by shareholders ~~that make a Cash Election.~~in the merger. The board of directors ~~makes~~made no recommendation as to whether any shareholder should make a Stock Election and ~~makes~~made no recommendation regarding the Class A common stock of Holdings.In ~~considering the~~so limiting its recommendation, ~~of the Clear Channel board of directors with respect to the merger agreement, you should be aware that some of Clear Channel’s directors and executive officers who participated in meetings of~~ the board of directors ~~have interests~~noted that, under the terms of the prior merger agreement, all Clear Channel shareholders had the right to receive the Cash Consideration (which provides certainty of value) for all of their shares and the Stock Election was negotiated in order to be responsive to those shareholders that had expressed a desire to retain an equity interest in Clear Channel. A shareholder’s election to retain an equity interest in Clear Channel by making a Stock Election, however, would represent a purely voluntary investment decision on the ~~merger that are different from, or~~part of the shareholder and no shareholder would be required to retain an equity interest in ~~addition to, the interests of~~ Clear ~~Channel’s shareholders generally. See “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger” beginning on page 95.~~Channel.

In reaching its decisions Clear Channel’s board of directors consulted with its financial and legal advisors, and considered a number of factors, including, but not limited to, those set forth below:

Clear Channel’s board of directors’ familiarity with the business, financial condition, results of operations, prospects and competitive position of Clear Channel, including the challenges faced by Clear Channel and other risks inherent in achieving Clear Channel’s plans including the risks described in “Risk Factors — Risks Relating to Clear Channel’s Business” beginning on page 36. Included among the challenges and risks considered by the Clear Channel board of directors were the following: the intense competition in the industries in which Clear Channel competes and the fact that Clear Channel may not be able to maintain or increase its current audience ratings or advertising and sales revenues; and the potential negative impact on Clear Channel’s overall revenues and profit margins in the event of unfavorable economic conditions, shifts in population and other demographics, increased levels of competition for advertising dollars, unfavorable fluctuations in

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	•		~~The Clear Channel board of directors’ familiarity with the business, financial condition, results of operations, prospects~~operating costs, technological changes and ~~competitive position of Clear Channel, including the challenges faced by Clear Channel and other risks inherent~~innovation that are occurring in ~~achieving~~ Clear Channel’s ~~plans.~~industries or unfavorable changes in labor conditions or governmental regulations and policies.

	•		The judgment of the disinterested directors regarding the prospects of Clear Channel based on its current and historical performance, management’s projections, the uncertainties regarding industries in which Clear Channel operates and the risks inherent in achieving management’s ~~projections.~~projections, varying public growth forecasts for the radio industry as a whole and the difficulty of accurately predicting growth in the industry in light of technological changes and the growth of competitive formats. Clear Channel’s board of directors concluded that, in light of the foregoing and the risks and challenges described in the immediately preceding paragraph and the inherent nature of projections, Clear Channel’s ability to achieve management’s projections is inherently uncertain.

	•		The results of the Clear Channel board of directors’ review, with the assistance of Goldman Sachs, of the strategic alternatives available to Clear Channel, including the board of directors’

			assessment of the risks and challenges presented by each alternative; the potential value that each alternative could generate to Clear Channel’s shareholders; the potential disruption to Clear Channel’s existing business plans and prospects occasioned by each alternative; and the likelihood of successfully executing each such alternative. The strategic alternatives reviewed, in addition to a leveraged buy-out transaction, were the spin-off of Clear Channel Outdoor, a recapitalization combined with a special dividend, continued pursuit of existing business plans and prospects, the sale of non-core radio and television assets and combinations of the foregoing. In conducting this review of the prior merger agreement the board of directors gave consideration to management’s projections, the financial analyses provided by Goldman Sachs on May 17, 2007 (which included indicative values for the Clear Channel common stock greater than the indicative values resulting from the comparable financial analyses delivered by Goldman Sachs to the board of directors in connection with Goldman Sachs’ prior opinions dated November 16, 2007 and April 18, 2007) and other information considered relevant by the board of directors. After giving consideration to management’s projections, the financial analyses provided by Goldman Sachs on May 17, 2007 (which included indicative values for the Clear Channel common stock greater than the indicative values resulting from the comparable financial analyses delivered by Goldman Sachs to the board of directors in connection with Goldman Sachs’ prior opinions dated November 16, 2007 and April 18, 2007) and the other information available to it, Clear Channel’s board of directors concluded that, while some of the strategic alternatives considered had the potential of resulting in superior values if management’s projections and theoretical future trading values were achieved or exceeded, in light of the uncertainties and risks of achieving both of these results, the merger contemplated by the prior merger agreement represented the best of the alternatives available at the time.

	•		The prior strategic initiatives implemented by Clear Channel, including the initial public offering of approximately 10% of the common stock of Clear Channel Outdoor, the 100% spin-off of Live Nation, a $1.6 billion return of capital to Clear Channel’s shareholders in the form of stock repurchases and a 50% increase in Clear Channel’s regular quarterly dividend, which had failed to increase the market price of Clear Channel common stock to a level reflective of the value of Clear Channel’s businesses.

	•		The fact that Clear Channel, with the assistance of its advisors, had conducted a wide-ranging process to solicit indications of interest in a transaction, including (i) the public announcement on October 25, 2006 of its intention to evaluate strategic alternatives, (ii) the execution of nine confidentiality agreements, (iii) the receipt of preliminary indications of interest from four consortia of private equity firms, (iv) active due diligence and management interviews by three consortia of private equity firms, (v) the conduct of discussions and negotiations with consortia of private equity firms and (vi) the receipt of two definitive proposals to acquire Clear Channel, as described under “The Merger — Background of the Merger.”

	•		The fact that during the 21-day period following the execution of the merger agreement, Goldman Sachs contacted a total of 22 potential buyers that might be interested in exploring a transaction with Clear Channel none of whom submitted a proposal to pursue a transaction with Clear Channel.

	•		The opinion dated May 17, 2007 of Goldman Sachs to the Clear Channel board of directors, to the effect that as of that date, and based upon and subject to the factors and assumptions set forth therein, the cash consideration of $39.20 per Public Share that the holders of Public Shares can elect to receive pursuant to the prior merger agreement was fair from a financial point of view, to such ~~holders as described under “Opinion of~~holders. Clear Channel’s ~~Financial Advisor.” The full text~~board of directors was aware that a portion of Goldman Sachs’ fees is contingent upon the closing of the merger and that Goldman Sachs ~~opinion is attached~~recently provided or currently provides services to ~~this proxy statement/prospectus as Annex E.~~THL Partners, Bain and their respective affiliates. Clear Channel’s board of directors concluded that these factors did not materially detract from its reliance upon Goldman Sachs’ opinion.

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	•		The current and historical market prices of Clear Channel’s common stock and the premium over the recent historical market prices of Clear Channel’s common stock reflected in the $39.20 price per share, a premium of approximately ~~21.7 %~~21.7% above the closing trading price of Clear Channel common stock on October 24, 2006, the day prior to the announcement of Clear Channel’s decision to consider strategic alternatives, a premium of approximately ~~30.7 %~~30.7% above the average closing price of Clear Channel common stock during the 30 trading days ended October 24, 2006, a premium of approximately 33.9% above the average closing price of Clear Channel common stock during the 60 trading days ended October 24, 2006, and a premium of approximately 17.9% over the average closing trading price of Clear Channel common stock over the one year period ended May 25, 2007.

	•		The fact that the $39.20 price per share reflected the highest firm proposal received from all parties contacted in soliciting indications of interest under the process discussed above.

	•		The Debt Commitment Letter indicated a strong commitment on the part of the lenders with few conditions that would permit the lenders to terminate their ~~commitments.~~commitments which the Clear Channel board of directors believed increased the likelihood that Holdings would be able to obtain the financing necessary to complete the merger.

	•		The terms of the prior merger agreement and the related agreements, including:

1. A 21-day post-signing go-shop period, during which Clear Channel may solicit additional interest in transactions involving Clear Channel, and after such 21-day period, continue discussions with certain persons under certain circumstances for an additional 29 days;

~~2. Clear Channel’s ability after the go-shop period, under certain other limited circumstances, to furnish information to and conduct negotiations with third parties regarding other proposals;~~

3. the fact that the merger agreement permits Clear Channel to respond to Competing Proposals, and upon payment of a fee of $500 million ($300 million during the go-shop period), to accept a proposal that Clear Channel’s board of directors determines to be superior to the terms of the merger agreement and the transactions contemplated thereby, under certain circumstances as more fully described under “The Merger Agreement — Solicitation of Alternative Proposals”;

4. the limited number and nature of the conditions to funding set forth in the Debt Commitment Letter and the obligation of the buyer to use its reasonable best efforts (1) to obtain the debt financing and (2) if the buyer fails to effect the closing because of a failure to obtain the debt financing, to pay Clear Channel a $500 million termination fee;

5. the provisions of the merger agreement that allow Clear Channel’s board of directors, under certain circumstances, to change its recommendation that Clear Channel’s shareholders vote in favor of the adoption of the merger agreement;

~~6. the limited number and nature of the conditions which must be satisfied prior to the consummation of the merger under the merger agreement, including the absence of a financing condition;~~

7. the fact that Clear Channel will be entitled to a termination fee of $600 million, in certain circumstances, if the merger agreement is terminated due to the failure to receive the requisite regulatory approvals prior to a specified date provided that all other conditions to Merger Sub’s obligations to consummate the merger have been satisfied; and

8.
1. A 21-day post-signing go-shop period, during which Clear Channel may solicit additional interest in transactions involving Clear Channel, and after such 21-day period, continue discussions with certain persons under certain circumstances for an additional 29 days;
2. Clear Channel’s ability after the go-shop period, under certain other limited circumstances, to furnish information to and conduct negotiations with third parties regarding other proposals;
3. the fact that the prior merger agreement permits Clear Channel to respond to Competing Proposals, and upon payment of a fee of $500 million ($300 million during the go-shop period), to accept a proposal that Clear Channel’s board of directors determines to be superior to the terms of the prior merger agreement and the transactions contemplated thereby, under certain circumstances as more fully described under “The Merger Agreement — Solicitation of Alternative Proposals”;
4. the limited number and nature of the conditions to funding set forth in the Debt Commitment Letter and the obligation of the buyer to use its reasonable best efforts (1) to obtain the debt financing and (2) if the buyer fails to effect the closing because of a failure to obtain the debt financing, to pay Clear Channel a $500 million termination fee;
5. the provisions of the prior merger agreement that allow Clear Channel’s board of directors, under certain circumstances, to change its recommendation that Clear Channel’s shareholders vote in favor of the approval and adoption of the prior merger agreement which would permit Clear Channel, in such circumstances, to pursue strategic alternatives;
6. the limited number and nature of the conditions which must be satisfied prior to the consummation of the merger under the prior merger agreement, including the absence of a financing condition which the board believed increased the likelihood that the merger could be completed;
7. the fact that Clear Channel will be entitled to a termination fee of $600 million, in certain circumstances, if the merger agreement is terminated due to the failure to receive the requisite regulatory approvals prior to a specified date provided that all other conditions to Merger Sub’s obligations to consummate the merger have been satisfied which fee would mitigate the costs and time commitment of management and incentivize the Sponsors to complete the merger process; and
8. the fact that the Sponsors have agreed not to syndicate equity interests in Merger Sub to other private equity firms that executed confidentiality agreements prior to the signing of the merger agreement.

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	•		The modifications to the employment agreements of Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays, including the agreement that the proposed transaction would not be deemed a change of control under their employment ~~agreements.~~agreements which had the effect of lowering the expenses triggered by the merger and thus potentially increasing the merger consideration that could be negotiated with the Sponsors.

	•		The several limited guarantees provided by the Sponsors and the respective representations, warranties and covenants of the parties.

	•		The understanding of the directors, after consulting with their financial and legal advisers, that the termination fee of $500 million ($300 million if the termination occurs during the go-shop period) to be paid by Clear Channel if the prior merger agreement is terminated under certain circumstances, was reasonable, customary and not preclusive.

	•		The fact that Clear Channel shareholders have the option to receive an equity interest in Holdings following the proposed transaction and therefore ~~will~~could have the opportunity to participate in ~~any~~a portion potential future growth or earnings of Clear Channel.

	•		The availability of appraisal rights to Clear Channel’s shareholders who comply with all required procedures under Texas law.

	•		The experience of the Sponsors in completing ~~acquisitions.~~acquisitions which increases the likelihood that the merger may be completed.

The board of directors also considered the following potentially negative factors in reaching its decision to approve, adopt and declare advisable in all respects the prior merger agreement and the transactions contemplated by the merger agreement:

	•		The risk that the financing contemplated by the Debt Commitment Letter for the consummation of the merger might not be obtained.

	•		The fact that the ~~consideration to be received~~holders who receive Stock Consideration in the merger would be subject to the risks of Holdings’ operations subsequent to the merger, including:

	1.		the fact that financing the merger would result in significantly increased levels of debt which would increase interest expense, adversely affect net income, involve more restrictive covenants imposed by financing sources due to increased leverage, require a substantial portion of Clear Channel’s cash flow to be dedicated to the payment of principal, limit liquidity and operational flexibility, limit Holdings’ and Clear Channel’s ability to adjust to changing economic, business and competitive conditions, and limit the scope and timing of capital expenditures, making Holdings’ and Clear Channel more vulnerable to a downturn in operating performance or a decline in general economic or industry conditions;

	2.		the fact that shares of Holdings Class A common will not be listed on an exchange and may experience reduced trading volume and liquidity and increased volatility; and

	3.		the fact that entities affiliated with the Sponsors would control Holdings and consequently would have the power to elect all but two of its directors, appoint new management and approve any action requiring the approval of the holders of ~~the outstanding shares~~Holdings’ capital stock, including adopting amendments to Holdings’ certificate of ~~Clear Channel common stock (other than the Rollover Shares) is not~~incorporation and approving mergers or sales of substantially all ~~cash.~~of Holdings or its assets.

	•		The fact that the merger would be a taxable transaction to the shareholders of Clear Channel with respect to the cash portion of the consideration.

	•		The fact that the interests of certain directors and officers of Clear Channel are different in certain respects from the interests of shareholders generally, as described under “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger,” including potential payments to be made to members of Clear Channel’s management in the transaction.

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	•		The restrictions on the conduct of Clear Channel’s business prior to the consummation of the merger, which, subject to specific limitations, may delay or prevent Clear Channel from taking certain actions during the time that the prior merger agreement remains in ~~effect.~~effect which may adversely affect Clear Channel’s results of operations or implementation of strategic business plans, and inhibit Clear Channel’s ability to compete in the market.

	•		The requirement that under the terms of the merger agreement, Clear Channel would pay the Fincos a termination fee if it were to terminate the prior merger agreement to accept a Superior Proposal for the acquisition of Clear Channel, if the board of directors were to change its recommendation concerning the merger agreement, and in certain other circumstances (including, in some instances, if shareholders do not vote to approve and adopt the merger agreement), and that Clear Channel’s obligation to pay the termination fee might discourage other parties from proposing a business combination with, or an acquisition of, Clear Channel.

	•		The fact that Clear Channel is entering into the prior merger agreement with a newly formed entity with essentially no assets and, accordingly, that its remedy in connection with a breach, even a breach that is deliberate or willful, of the prior merger agreement by Merger Sub is limited to a termination fee of $500 million ($600 million in certain circumstances if the breach results in a failure to obtain necessary regulatory consents).

	•		The risks and costs to Clear Channel if the merger does not close, including the diversion of management and employee attention, potential employee attrition and the potential impact on Clear Channel’s businesses.

	•		The risk that while the merger is expected to be completed, there can be no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied, and as a result, it is possible that the merger may not be completed even if approved by Clear Channel’s shareholders.

	•		The approvals required for consummation of the transaction, including the approval of the FTC or the Antitrust Division of the U.S. Department of Justice under the HSR Act and the FCC Consent, and the time periods that may be required to obtain those approvals.

~~The~~ Clear ~~Channel~~Channel’s board of directors considered all of the factors as a whole and the board of directors unanimously considered the factors in their totality to be favorable to and in support of the decision to approve, adopt and declare advisable in all respects the prior merger agreement and the transactions contemplated by the prior merger agreement and to recommend that Clear Channel’s shareholders approve and adopt the merger agreement.

In view of the variety of factors considered in connection with its evaluation of the merger, the Clear Channel board of directors did not find it practicable to and did not quantify, rank or otherwise assign relative or specific weight or values to any of these factors. In addition, each individual director may have given different weights to different factors.

The foregoing discussion of Clear Channel’s board of directors’ considerations concerning the merger is forward looking in nature. This information should be read in light of the discussions under the heading “Cautionary Statement Concerning Forward-Looking Information.”

Determination of the Special Advisory Committee

On September 25, 2006, the disinterested members of Clear Channel’s board of directors formed a special advisory committee comprised of three disinterested and independent members of the board. The special advisory committee was formed for the purpose of (i) prior to execution of the original merger agreement, providing its assessment, after receiving the advice of legal and financial advisors and other experts, as to the fairness of the terms of the ~~original~~prior merger agreement, and (ii) following execution of the original ~~merger agreement,~~Merger Agreement on November 15, 2006, in the event Clear Channel receives a Competing Proposal, providing its assessment, after receiving the advice of legal and financial advisors and other experts, as to the fairness and/or superiority of the terms of the Competing Proposal and the continuing fairness of the terms of the original merger agreement. The process for pursuing, and all negotiations with respect to, the original merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 23 (and any other possible transaction) were not directed by the special advisory committee, but rather were directed by the disinterested directors as a whole. On November 15, 2006, the special advisory committee unanimously determined that the terms of the original merger agreement were fair to Clear Channel’s unaffiliated shareholders.

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In reaching its determination, the special advisory committee consulted its legal and financial advisors and other experts and considered a number of factors, including, but not limited to, those positive and potentially negative factors set forth in Clear Channel’s proxy statement dated January 29, 2007 under the caption “The ~~Merger—~~Merger — Reasons for the ~~Merger—~~Merger — Determinations of the Special Advisory Committee and of the Board of Directors.” The special advisory committee considered all of the factors as a whole in making its assessment. In view of the variety of factors considered in connection with its assessment as to fairness, the special advisory committee did not find it practicable to and did not quantify, rank or otherwise assign relative or specific weight or values to any of these factors. In addition, each individual member of the special advisory committee may have given different weights to different factors.

The special advisory committee was not requested by the independent directors to separately assess Amendment No. 1, Amendment No. 2 or Amendment No. 2,3, as neither amendment constitutes a Competing Proposal. As a consequence, Lazard, financial advisor to the special advisory committee, was not requested to provide an opinion with respect to either Amendment No. 1, Amendment No. 2 or Amendment No. 2.3. The special advisory committee did not, and will not, make any determination of the fairness of the terms of the merger agreement.

The Amended Merger Agreement

Determination of the Board of Directors

After careful consideration, the Clear Channel board of directors, by a unanimous vote of the disinterested directors (i) determined that the merger contemplated by the prior merger agreement, as amended through May 13, 2008, is advisable and in the best interests of Clear Channel and its unaffiliated shareholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, (iii) recommended that the shareholders of Clear Channel vote in favor of the merger and directed that such matter be submitted for consideration of the shareholders of Clear Channel at the special meeting (except that the board of directors did not, and will not, make any recommendation to the shareholders with respect to the Stock Consideration) and (iv) authorized the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement. The board of directors’ recommendation is based on the Cash Consideration to be received by shareholders in the merger. The board of directors makes no recommendation as to whether any shareholder should make a Stock Election and makes no recommendation regarding the Class A common stock of Holdings.In so limiting its recommendation, the board of directors noted that all Clear Channel shareholders have the right to receive the Cash Consideration (which provides certainty of value) for substantially all of their shares and the Stock Election was negotiated in order to be responsive to those shareholders that had expressed a desire to retain an equity interest in Clear Channel. A shareholder’s election to retain an equity interest in Clear Channel by making a Stock Election, however, would represent a purely voluntary investment decision on the part of the shareholder and no shareholder is required to retain an equity interest in Clear Channel in excess of 1/36th of the number of shares held by it. In considering the recommendation of the Clear Channel board of directors with respect to the merger agreement, you should be aware that some of Clear Channel’s directors and executive officers who participated in meetings of the board of directors have interests in the merger that are different from, or in addition to, the interests of Clear Channel’s shareholders generally. See “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger” beginning on page 107.

In reaching its decisions Clear Channel’s board of directors consulted with its financial and legal advisors, and considered, in the context of Amendment No. 3 to the merger agreement, (i) all of the relevant factors previously considered in its evaluation of the prior merger agreement and (ii) considered a number of additional factors relating to Amendment No. 3 to the merger agreement that it believed supported its decision, including the following:

	•		The current and historical market prices of Clear Channel’s common stock and the premium over the recent historical market prices of Clear Channel’s common stock reflected in the $36.00 price per share, including a premium of approximately 20% above the closing trading price of Clear Channel common stock on May 9, 2008, the day prior to the publication that the board was considering Amendment No. 3, and a premium of approximately 21.6% above the average closing price of Clear Channel common stock during the 30 trading days ended May 13, 2008, and a premium of approximately 15.8% above the average closing price of Clear Channel common stock during the 60 trading days ended May 13, 2008.

	•		the decline in management’s internal estimates of future results of operations since May 17, 2007;

	•		the declines in one year forward adjusted EBITDA multiples for Clear Channel and other major competitors in the radio industry;

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	•		the fact that the Banks had failed to provide debt financing under the Debt Commitments and that Clear Channel had no contractual right to specifically enforce such funding;

	•		the condition of the current debt markets, making it highly unlikely that alternative debt financing could be obtained on terms that the Sponsors would consider favorable, if at all, or on terms that would allow Clear Channel to pursue an alternative strategic transaction that would permit it to incur additional indebtedness that would allow it to pay a significant special dividend to its shareholders;

	•		the risks inherent in any litigation and the uncertainty that Clear Channel would recover damages commensurate with its losses in the Texas Actions;

	•		the board of directors’ view that, due to the failure of the Banks to fund the closing under the prior merger agreement, the merger agreement substantially reduced the uncertainty as to whether a merger transaction would occur;

	•		the fact that the Company had not received any acquisition proposal from any other party since the prior merger agreement had been first signed in November 2006;

	•		The opinion dated May 13, 2008 of Goldman Sachs to the Clear Channel board of directors, to the effect that as of that date, and based upon and subject to the factors and assumptions set forth therein, the cash consideration of $36.00 per Public Share to be received by the holders of Public Shares pursuant to the merger agreement was fair from a financial point of view, to such holders. Clear Channel’s board of directors was aware that a portion of Goldman Sachs’ fees is contingent upon the closing of the merger and that Goldman Sachs recently provided or currently provides services to THL Partners, Bain and their respective affiliates. Clear Channel’s board of directors concluded that these factors did not materially detract from its reliance upon Goldman Sachs’ opinion;

	•		The terms and conditions of the merger agreement, including the increased certainty of closing provided by reducing the number of conditions to closing, including, but not limited to, the “material adverse change” or “MAC” condition; and

	•		the financial and other terms and conditions of the merger agreement, as reviewed by the board of directors with its legal and financial advisors, were the product of arm’s-length negotiations between the parties, which resulted in, among other things, the following changes from the Sponsor’s proposed amended terms: an increase in the amount of termination fees payable by the Sponsors or the Banks in the event of a termination of the agreement by Clear Channel in certain circumstances by $100 million; fully negotiated and executed financing agreements at the time of the signing of the merger agreement; the funding of all equity and debt financing necessary to fund the closing into an escrow account; the Company being named a third party beneficiary to the equity commitments and financing agreements; and the Company’s express right to specifically enforce all of the material agreements, including the merger agreement, the equity commitments and the financing agreements.

The board of directors also discussed at length the enhanced risks to Clear Channel’s stock price were it not to approve the merger agreement. Additionally, the board of directors considered as negative factors:

	•		the reduction in the consideration payable to Clear Channel shareholders when compared to the consideration payable on the terms specified in the prior merger agreement;

	•		the fact that the merger agreement provides an increase in the circumstances in which Clear Channel would be required to reimburse Parent for its expenses and the substantial increase in the amount of such reimbursement;

	•		the Sponsors were required to dismiss their claim for specific performance of the debt commitments in the New York Action as part of the settlement;

	•		Clear Channel and Holdings were required to dismiss its tortious interference claim in the Texas Actions as part of the Settlement;

	•		Under certain circumstances, Clear Channel shareholders making a Cash Election would be required to exchange up to 1/36^th of their shares of Clear Channel common stock subject to such election for Holdings Class A common stock; and

	•		Clear Channel did not undertake an affirmative attempt to contact other potential buyers prior to entering into Amendment No. 3.

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Recommendation of the Clear Channel Board of Directors

After careful consideration Clear Channel’s board of directors by unanimous ~~vote (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs who recused themselves from the deliberations):~~vote:

	•		determined that the merger is advisable and in the best interests of Clear Channel and its unaffiliated shareholders;

	•		approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement;

	•		recommended that the shareholders of Clear Channel vote in favor of the merger and directed that such matter be submitted for consideration of the shareholders of Clear Channel at the special meeting (except that the board of directors did not, and will not, make any recommendation to the shareholders with respect to the election of the Stock Consideration); and

	•		authorized the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement.

The board of directors’ recommendation is ~~based on~~limited to the Cash Consideration to be received by the shareholders ~~that make a Cash Election.~~in the merger. The board of directors makes no recommendation as to whether any shareholder should make a Stock Election and makes no recommendation regarding the Class A common stock of Holdings.

Interests of Clear Channel’s Directors and Executive Officers in the Merger

In considering the recommendation of the Clear Channel board of directors with respect to the merger agreement, you should be aware that some of Clear Channel’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Clear Channel’s shareholders generally. These interests, to the extent material, are described below. The Clear Channel board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger. Additionally, concurrently with the execution of the merger agreement, the Fincos and each of the members of Clear Channel’s board of directors entered into a letter agreement pursuant to which each director has agreed that he or she will not elect to receive the Stock Consideration with respect to any and all shares of Clear Channel common stock, Clear Channel restricted stock and Clear Channel stock options beneficially held by such director.

Treatment of Clear Channel Stock Options

As of May ~~15, 2007,~~28, 2008, there were ~~6,444,823~~5,868,062 outstanding Clear Channel stock options held by Clear Channel’s directors and executive officers under Clear Channel’s stock option plans. Of these Clear Channel stock options, ~~2,211,068~~2,102,519 have an exercise price below ~~$39.20,~~$36.00, and are considered “in the money.” ~~Except as otherwise agreed to by the Fincos, Holdings, and a holder of Clear Channel stock options, each~~Each outstanding Clear Channel stock option that remains outstanding and unexercised as of the ~~Effective Time,~~effective time of the merger, whether vested or unvested (except as described below under “Equity Rollover” or which is subject to a valid irrevocable stock election), will automatically become fully vested and convert into the right to ~~elect to~~ receive a cash payment equal to the product of (i) the excess, if any, of the Cash Consideration plus any Additional Per Share Consideration over the exercise price per share of the Clear Channel stock option and (ii) the number of shares of Clear Channel common stock issuable upon exercise of such Clear Channel stock option. As of the ~~Effective Time,~~effective time of the merger, Clear Channel stock options will no longer be outstanding and will automatically cease to exist, and the holders thereof will no longer have any rights with respect to Clear Channel stock options, except the right to receive the cash payment, if any, described in the preceding sentence.

The following table identifies, for each of Clear Channel’s directors and executive officers, the aggregate number of shares of Clear Channel common stock subject to outstanding vested and unvested “in the money” options as of May ~~15, 2007,~~28, 2008, the aggregate number of shares of Clear Channel common stock subject to outstanding unvested “in the money” options that will become fully vested in connection with the merger, the weighted average exercise price and value of such unvested “in the money” options, and the weighted average exercise price and value of vested and unvested “in the money” options. The information in the table assumes that all options remain outstanding on the closing date of the merger.


					Weighted				Weighted												Weighted
			Number of		Average				Average						Number of		Weighted				Average
	Aggregate		Shares		Exercise				Exercise Price		Value of		Aggregate		Shares		Average				Exercise Price		Value of
	Shares		Underlying		Price of		Value of		of Vested and		Vested and		Shares		Underlying		Exercise Price		Value of		of Vested and		Vested and
	Subject to		Unvested		Unvested		Unvested		Unvested		Unvested		Subject to		Unvested		of Unvested		Unvested		Unvested		Unvested
Name	Options		Options		Options		Options		Options		Options		Options		Options		Options		Options		Options		Options
Alan D. Feld		7,833		1,567	$	38.08610	$	1,745	$	38.08610	$	8,725		—		—		—		—	$	—	$	—
Perry J. Lewis		51,681		1,567	$	38.08610	$	1,745	$	30.40824	$	454,367		—		—		—		—	$	—	$	—
L. Lowry Mays		749,693		—		—		—	$	32.43055	$	5,075,010		749,693		—		—		—	$	32.43055	$	2,675,992
Mark P. Mays		499,691		499,691	$	32.78604	$	3,204,997	$	32.78604	$	3,204,997
Randall T. Mays		499,691		499,691	$	32.78604	$	3,204,997	$	32.78604	$	3,204,997
B. J. McCombs		38,166		24,267	$	32.02353	$	174,154	$	32.91242	$	239,972

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for November ~~15, 2007~~ and December ~~31, 2007 and discount rates ranging from 6.0%~~2008, which was used to ~~10.0%.~~inform the low end of the range. The following table presents the results of Goldman Sachs’ analysis:


Closing Date	Illustrative Present Value
~~September 30, 2007~~August 31, 2008	$	~~38.18-~~35.01-$~~38.72~~35.41

~~November 15, 2007~~September 30, 2008	$	~~37.73-~~34.75-$~~38.43~~
		35.26
December 31, ~~2007~~2008	$	~~37.46-~~34.26-$~~38.34~~35.09

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The indicative values in this analysis were lower than the indicative values resulting from the present value of transaction price analysis delivered by Goldman Sachs to the board of directors of Clear Channel in connection with Goldman Sachs’ prior opinion dated May 17, 2007 primarily because this analysis relates to the lower merger consideration of $36.00 per share.

Analysis at Various Prices

Goldman Sachs performed certain analyses, based on historical financial information, SEC filings and the Management Forecasts. Using the closing market price of Clear Channel’s common stock on May ~~15, 2007~~9, 2008 of ~~$37.81~~$30.00 per share and the cash consideration of ~~$39.20~~$36.00 per share, ~~of Clear Channel common stock.~~ Goldman Sachs calculated (i) adjusted equity value by subtracting unconsolidated assets, ~~and~~ the present value of tax assets and the probability weighted present value of its capital loss from Clear Channel’s implied equity value, and (ii) pro forma adjusted enterprise value by subtracting unconsolidated assets, ~~and~~ the present value of tax assets and the probability weighted present value of its capital loss from Clear Channel’s implied enterprise ~~value after giving effect to estimated television and small market radio asset sales.~~value. Goldman Sachs then calculated (i) the ratio of pro forma adjusted enterprise value to revenue, (ii) the ratio of pro forma adjusted enterprise value to earnings before interest, income taxes, depreciation and amortization, or EBITDA, and (iii) the ratio of adjusted equity value to free cash flow, or FCF, adjusted to remove effects of acquisition related depreciation and amortization.

The ~~following table presents the results~~purpose of ~~Goldman Sachs’~~this analysis is to show, based on ~~illustrative~~the Clear Channel common stock price of $30.00 per share ~~prices~~as of ~~$37.81~~May 9, 2008 and ~~$39.20.~~the cash consideration of $36.00 per share, implied valuation ratios commonly used by investors in evaluating companies which exhibit similar business characteristics to Clear Channel.

$~~37.81~~30.00 per

$~~39.20~~36.00 per

~~share~~Share

~~share~~

Pro Forma Adjusted Enterprise Value/Revenue

~~2007E~~2008E

~~3.6x~~2.8x

~~3.7x~~3.2x

~~2008E~~2009E

~~3.5x~~2.7x

~~3.6x~~

3.1x

Pro Forma Adjusted Enterprise Value/EBITDA

~~2007E~~2008E

~~10.9x~~8.5x

~~11.2x~~9.8x

~~2008E~~2009E

~~10.4x~~8.2x

~~10.7x~~

9.4x

Adjusted Equity Value/Adjusted FCF

~~2007E~~2008E

~~17.5x~~13.5x

~~18.2x~~16.5x

~~2008E~~2009E

~~15.2x~~11.9x

~~15.8x~~14.5x

~~Goldman Sachs also reviewed the historical trading prices and volumes for Clear Channel common stock for the two-year period ended November 14, 2006.~~ In addition, Goldman Sachs analyzed the closing market price of ~~$37.81~~$30.00 per share of Clear Channel’s common stock on May ~~15, 2007~~9, 2008 and the cash consideration of ~~$39.20~~$36.00 per share of Clear Channel common stock in relation to (i) the closing prices of Clear Channel common stock on May ~~15, 2007,~~9, 2008, on ~~October 6,~~November 14, 2006, ~~(the last trading day prior to the day that a research analyst issued a report outlining potential strategic alternatives for Clear Channel and Clear Channel Outdoor),~~ and on September 22, 2006 (the last trading day prior to the September 25, 2006 meeting of Clear Channel’s board of directors during which strategic alternatives were discussed), and (ii) the ~~high~~average price ~~over~~of Clear Channel common stock for the ~~52-week~~period between May 17, 2007, the date that the execution of Amendment No. 2 was announced, and ~~two-year periods ended November 14, 2006 and (iii) the low price over the 52-week and two-year periods ended November 14, 2006.~~May 9, 2008. The following table presents the results of Goldman Sachs’ ~~analysis based on illustrative share prices of $37.81 and $39.20 per share of Clear Channel common stock:~~analysis:

$37.81 per $39.20 per
share share

Premium to market price of $37.81 per share (as of May 15, 2007) 0.0 % 3.7 %

Premium to undisturbed price of $30.02 per share (as of October 6, 2006) 25.9 % 30.6 %

Premium to undisturbed price of $29.05 per share (as of September 22, 2006) 30.2 % 34.9 %

Premium to high price of $35.48 per share for the two-year and 52-week period ended November 14, 2006 6.6 % 10.5 %

Premium to low price of $27.41 per share for the two-year and 52-week period ended November 14, 2006 37.9 % 43.0 %

$30.00 per $36.00 per
Share Share
Premium to market price of $30.00 per share (as of May 9, 2008) 0.0 % 20.0 %
Premium to pre-announcement price of $34.11 per share (as of November 14, 2006) (12.0 )% 5.5 %
Premium to undisturbed price of $29.05 per share (as of September 22, 2006) 3.3 % 23.9 %
Premium to average price of $34.89 per share for the period between May 17, 2007 and May 9, 2008 (14.0 )% 3.2 %

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Present Value of Future Stock Price Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of the future stock price of Clear Channel, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future capital structure and implied share price based on an assumed enterprise value as a multiple of estimated future EBITDA. For this analysis, Goldman Sachs used the Management Forecasts and assumed (i) a ~~$1.7~~$1.2 billion minority interest based on Clear Channel Outdoor and Clear Media Ltd. market data as of May ~~15, 2007~~9, 2008 and a ~~$210 million~~$0.2 billion other minority interest grown in each case at 5% per year based on the Management Forecasts, (ii) unconsolidated assets of ~~$540 million~~$0.6 billion grown at 5% per year based on the Management Forecasts, (iii) a $0.7 billion present value of tax assets and probability weighted present value of its capital loss as of ~~December 31, 2007,~~May 11, 2008, (iv) that leverage is maintained at a total debt to last twelve months EBITDA ratio of 3.5x, (v) that excess cash flow is used to repurchase Clear Channel common stock at enterprise value to one-year forward EBITDA multiples of ~~9.0x~~7.5x to ~~10.0x,~~ 8.5x

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and (vi) an annual recurring dividend of $0.75 per share paid quarterly. Goldman Sachs first calculated implied per share values for Clear Channel common stock at year end for each of the fiscal years ~~2007~~2008 to ~~2011~~2012 by applying enterprise value to one-year forward EBITDA multiples of ~~9.0x~~7.5x to ~~10.0x~~8.5x to estimates prepared by Clear Channel management of fiscal years ~~2008~~2009 to ~~2012~~2013 EBITDA. The range of one-year forward EBITDA multiples was derived by Goldman Sachs based on then current estimated one-year forward EBITDA multiples of CBS Corporation, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc., Emmis Communications Corporation, Entercom Communications Corporation, JC Decaux S.A. and Lamar Advertising Company, which we refer to as the selected companies. The following table presents the estimated one-year forward EBITDA multiples that Goldman Sachs calculated for the selected companies:


	Estimated
	One-Year Forward
	EBITDA Multiple
	as of May 9, 2008
CBS Corporation		6.7x
Citadel Broadcasting Corporation		8.4x
Cox Radio, Inc.		8.9x
Cumulus Media Inc.		7.2x
Emmis Communications Corporation		9.6x
Entercom Communications Corporation		7.3x
J.C. Decaux S.A.		9.6x
Lamar Advertising Company		12.0x

Goldman Sachs made customary financial adjustments to calculate the foregoing EBITDA multiples utilizing publicly available research analysts’ estimates of EBITDA including adjustments to reflect estimated trading values implied primarily by EBITDA-generating assets by removing (i) non-recurring tax assets and (ii) non-consolidated assets, where applicable. Goldman Sachs also adjusted the foregoing EBITDA multiples to reflect the impact of publicly announced acquisitions and divestitures, where applicable.

Goldman Sachs then discounted those values and the value of any dividends to be paid up to the date of the future share price to May ~~15, 2007,~~11, 2008, using ~~an equity~~a discount rate of ~~10.0%~~9.5%. The discount rate used by Goldman Sachs in this analysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity, because this analysis measures value based on Clear Channel’s hypothetical future stock price. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of ~~$31.09~~$27.41 to ~~$37.99.~~$38.09.

The indicative values in this analysis were lower than the indicative values resulting from the present value of future stock price analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with Goldman Sachs’ prior opinion dated May 17, 2007 primarily as a result of lower estimated one-year forward EBITDA multiples used in the analysis. Estimated EBITDA multiples for Clear Channel were lowered because of decreases in the trading multiples of the selected companies.

Discounted Cash Flow Analysis

Goldman Sachs performed an illustrative discounted cash flow analysis using the Management Forecasts in order to determine a range of implied present values per share of Clear Channel common ~~stock.~~stock based on Management’s projection of Clear Channel’s cash flow. All cash flows were discounted to May ~~15, 2007,~~11, 2008, and terminal values were based upon perpetuity growth rates for cash flows in the year ~~2012~~2013 and beyond. In performing the illustrative discounted cash flow analysis, Goldman Sachs applied discount rates ranging from ~~7.5~~8.25% to ~~8.5%~~9.25% to the projected unlevered free cash flows of Clear Channel for the remainder of ~~2007~~2008 and calendar years ~~2008~~2009 to ~~2011.~~2012. The range of discount rates ~~applied~~used by Goldman Sachs ~~reflect the~~in this analysis was derived by Goldman Sachs based on an assumed weighted average cost of capital of approximately 8.75% that reflects the mix of debt and equity in Clear ~~Channel based on the~~Channel’s capital structure ~~of Clear Channel~~ as of May ~~15, 2007.~~9, 2008 and a deviation of 0.5% above and below the assumed weighted average cost of capital to adjust for potential variances over time in volatility, risk free rate, cost of debt and other factors that affect the calculation of assumed weighted average cost of capital. Goldman Sachs used an assumed weighted average cost of capital to determine the range of discount rates in this analysis because this analysis measures estimated cash flows available to both debt and equity. Goldman Sachs also applied perpetuity growth rates ranging from 1.75% to 2.75%. The range of perpetuity growth rates used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of ~~$30.55~~$26.01 to ~~$46.39.~~$37.59.

~~Recapitalization Analysis~~

The indicative values in this analysis were lower than the indicative values resulting from the discounted cash flow analyses delivered by Goldman Sachs ~~analyzed an illustrative recapitalization transaction involving Clear Channel and~~to the theoretical value that Clear Channel shareholders could receive in such a transaction. In the illustrative recapitalization transaction, Clear Channel used after-tax proceeds from certain asset sales by Clear Channel Outdoor to finance a special dividend to Clear Channel shareholders in the rangeboard of $2.8 billion to $3.2 billion on December 31, 2007. In calculating the amount of the special dividend, Goldman Sachs assumed (i) that 88% of after-tax proceeds from certain asset sales by Clear Channel Outdoor would be distributed to Clear Channel’s shareholders, (ii) an annual recurring dividend of $0.75 per share paid quarterly, and (iii) the use of an existing $1.5 billion capital loss tax shield. Goldman Sachs then discounted the value of the special dividend to May 15, 2007, using discount rates ranging from 9.50% to 10.50%, which resulted in a present value of the special dividend to shareholders in the range of $5.33 to $6.26 per share. The theoretical post-recapitalization trading values of sharesdirectors of Clear Channel ~~common stock were based upon estimated enterprise value to one-year forward EBITDA multiples~~in connection with Goldman Sachs’ prior opinion dated May

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17, 2007 primarily as a result of ~~9.5x to 10.5x and~~lower projected cash flows in the Management Forecasts ~~after giving effect to certain asset sales by Clear Channel Outdoor. Goldman Sachs then calculated the implied per share future equity values for Clear Channel common stock~~and a higher discount rate resulting from ~~2007 to 2011, and then discounted those values and the value of any dividends to be paid up to the date~~a more recent calculation of the ~~future share price to May 15, 2007, using an equity discount rate~~weighted average cost of ~~10.0%. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of $33.72 to $39.83.~~capital.

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Sum-of-the-Parts ~~Analyses~~Analysis

Goldman Sachs performed illustrative sum-of-the-parts analyses on Clear Channel using the Management Forecasts. The purpose of these analyses is to derive illustrative indications of the value that may be made available to shareholders from the hypothetical separation of portions of Clear Channel’s business through a combination of various spin-offs and asset sales as well as additional leverage upon Clear Channel. In the ~~first~~ illustrative sum-of-the-parts analysis, Goldman Sachs calculated illustrative per share value indications for Clear Channel assuming a spin-off of Clear Channel Outdoor on ~~June 30, 2007 and asset sales by~~

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Clear Channel in addition to the spin-off of Clear Channel Outdoor. In the second illustrative sum-of-the-parts analysis, Goldman Sachs calculated illustrative per share value indications for Clear Channel assuming a spin-off of Clear Channel Outdoor on June 30,December 31, 2008 and asset sales by Clear ~~Channel in addition to the spin-off of Clear Channel Outdoor.~~Channel.

InAs part of the ~~first~~ illustrative sum-of-the-parts analysis, Goldman Sachs made the following assumptions: (i) a spin-off of Clear Channel Outdoor closing on ~~June 30, 2007,~~December 31, 2008, (ii) ~~the sale of small market radio and television assets, (iii)~~ the use of proceeds from the sale of ~~small market~~television and non-core radio ~~and television~~ assets and proceeds from inter-company debt repayments and/or new debt financings to finance a special dividend to shareholders of Clear Channel in the range of ~~$1.7~~$0.6 to ~~$5.7~~$5.2 billion, or ~~$3.48~~$1.20 to ~~$11.39~~$10.53 per share, and (iv) an annual recurring dividend of $0.75 per share by Clear Channel following the spin-off. The theoretical post spin-off illustrative values of Clear Channel Outdoor shares were based upon estimated enterprise value to 2007 estimated EBITDA multiples of 12.0x to 14.0x . The theoretical post spin-off trading values of shares of Clear Channel common stock were based upon estimated enterprise value to 2007 estimated EBITDA multiples of 9.0x to 11.0x and the Management Forecasts after giving effect to the spin-off of Clear Channel Outdoor. Goldman Sachs then calculated the implied per share future equity values for Clear Channel Outdoor, the special dividend and Clear Channel following the spin-off of Clear Channel Outdoor and then discounted those values to May 15, 2007, using a discount rate of 10.0%. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of $34.14 to $42.79, inclusive of the values of Clear Channel Outdoor, Clear Channel following the spin-off of Clear Channel Outdoor and the amount of the special dividend.

In the second illustrative sum-of-the-parts analysis, Goldman Sachs made the following assumptions: (i) a spin-off of Clear Channel Outdoor closing on June 30, 2008, (ii) the sale of small market radio and television assets, (iii) the use of proceeds from the sale of small market radio and television assets and proceeds from inter-company debt repayments and/or new debt financings to finance a special dividend to shareholders of Clear Channel in the range of $1.9 to $6.8 billion, or $3.74 to $13.61 per share, and (iv) an annual recurring dividend of $0.75 per share by Clear Channel following the spin-off. The theoretical post spin-off illustrative values of Clear Channel Outdoor shares were based upon estimated enterprise value to 2008 estimated EBITDA multiples of ~~12.0x~~10.0x to ~~14.0x~~12.0x. The range of EBITDA multiples was derived by Goldman Sachs based on then current year EBITDA multiples of CBS Corporation, JC Decaux S.A. and ~~the Management Forecasts.~~Lamar Advertising Company. The theoretical post spin-off trading values of shares of Clear Channel common stock were based upon estimated enterprise value to 2008 estimated EBITDA multiples of ~~9.0x~~6.0x to ~~11.0x~~8.0x and the Management Forecasts after giving effect to the spin-off of Clear Channel Outdoor. The range of EBITDA multiples was derived by Goldman Sachs based on then current year EBITDA multiples of CBS Corporation, Citadel Broadcasting Corporation, Cox Radio, Inc., Cumulus Media Inc., Emmis Communications Corporation and Entercom Communications Corporation. Goldman Sachs then calculated the implied per share future equity values for Clear Channel Outdoor, the special dividend and Clear Channel following the spin-off of Clear Channel Outdoor and then discounted those values to May ~~15, 2007,~~11, 2008, using a discount rate of ~~10.0%~~9.5%. The discount rate used by Goldman Sachs in this analysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity. Goldman Sachs used estimated cost of equity to determine the discount rate in this analysis because this analysis measures value based on Clear Channel’s hypothetical future stock price. This analysis resulted in a range of illustrative values per share of Clear Channel common stock of ~~$35.03~~$27.32 to ~~$43.24,~~$35.92, inclusive of the values of Clear Channel Outdoor and Clear Channel following the spin-off of Clear Channel Outdoor and the amount of the special dividend.

The indicative values in these analyses were lower than the indicative values resulting from the sum-of-the parts analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with Goldman Sachs’ prior opinion dated May 17, 2007 primarily as a result of lower estimated EBITDA multiples for Clear Channel Outdoor and Clear Channel following the spin-off. Estimated EBITDA multiples for Clear Channel Outdoor and Clear Channel were lowered because of decreases in the trading multiples of the selected companies.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Clear Channel, Clear Channel Outdoor or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to Clear Channel’s board of directors as to the fairness from a financial point of view of the cash consideration of ~~$39.20~~$36.00 per Public Share that holders of Public Shares can elect to receive pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their

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respective advisors, ~~none of Clear Channel, Goldman Sachs or any other person assumes responsibility if~~ future results ~~are~~may be materially different from those forecasts.

The cash consideration of ~~$39.20~~$36.00 per Public Share was determined through arms-length negotiations between Clear Channel, on the one hand, and the Sponsors, on the other hand, and was unanimously approved by Clear Channel’s board of ~~directors (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs who recused themselves from the deliberations).~~directors. Goldman Sachs provided advice to Clear Channel’s board of directors during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Clear Channel, its board of directors or the special advisory committee of its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

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As described above, Goldman Sachs’ opinion to Clear Channel’s board of directors was one of many factors taken into consideration by Clear Channel’s board of directors in making its determination to approve the merger agreement (See “The Merger — Reasons for the Merger” in this proxy statement/prospectus). The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex EF to this proxy statement/prospectus.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs acted as financial advisor to Clear Channel in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the merger agreement. In addition, Goldman Sachs has provided and is currently providing certain investment banking and other financial services to Clear Channel and its affiliates, including having acted as global coordinator and senior bookrunning manager in connection with the initial public offering of 35,000,000 shares of class A common stock of Clear Channel Outdoor in November 2005, as financial advisor to Clear Channel in connection with the spin-off of Live Nation, Inc., a former subsidiary of Clear Channel, in December 2005 and as financial advisor to Clear Channel in connection with the ~~announced~~ sale of Clear Channel’s television assets ~~to Providence Equity Partners Inc.~~in March 2008. In addition, at the request of the board of directors of Clear Channel, Goldman Sachs Credit Partners L.P., an affiliate of Goldman Sachs, made available a financing package to the Sponsors in connection with the ~~merger.~~original merger agreement that was entered into in November 2006. In connection with the above-described investment banking services for Clear Channel, during the past two years Goldman Sachs has received aggregate fees of approximately $5.4 million.

Goldman Sachs has provided and is currently providing certain investment banking and other financial services to THL Partners and its affiliates and portfolio companies, including having acted as financial advisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of THL Partners, in connection with its sale in December 2006, as joint lead arranger and joint bookrunner in connection with senior secured credit facilities (aggregate principal amount $5,000,000,000) in connection with the acquisition of Aramark Corporation by THL Partners acting together with a consortium of private equity companies and management in January 2007 and as joint lead arranger and joint bookrunner in connection with senior secured credit facilities (aggregate principal amount $1,600,000,000) of Spectrum Brands, Inc., a portfolio company of THL Partners, in April 2007. In connection with the above-described investment banking services for THL Partners and its affiliates and portfolio companies, during the past two years Goldman Sachs has received aggregate fees of approximately $73.0 million from THL Partners and its affiliates and portfolio companies.

Goldman Sachs has provided and is currently providing certain investment banking and other financial services to Bain and its affiliates and portfolio companies, including having acted as lead arranger in connection with the leveraged recapitalization of Brenntag AG, a former portfolio company of Bain (“Brenntag”), in January 2006, as co-financial advisor to Brenntag in connection with its sale in September 2006 and as financial advisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of Bain, in connection with its sale in December ~~2006.~~2006; and having entered into financing commitments to provide financing to an affiliate of Bain in connection with its acquisition of Bright Horizons Family Solutions, Inc. in January 2008. In connection with the above-described investment banking services for Bain and its affiliates and portfolio companies, during the past two years Goldman Sachs has received aggregate fees of approximately $58.3 million from Bain and its affiliates and portfolio companies.

Goldman Sachs may also provide investment banking and other financial services to Clear Channel and its affiliates and each of the Sponsors and their respective affiliates and portfolio companies in the future. In connection with ~~the above-described investment banking~~such services Goldman Sachs ~~has received, and~~ may receive compensation.

Goldman Sachs ~~is a full service securities firm engaged, either directly or through~~and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, ~~and~~ benefits counseling, risk management, hedging, financing, ~~and~~ brokerage activities and other financial and non-financial activities and services for ~~both companies~~various persons and ~~individuals.~~entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may provide such services to Clear Channel and its affiliates and each of the Sponsors and their respective affiliates and portfolio companies, may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and ~~equity~~other securities (or related derivative

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securities) and financial instruments (including bank loans and other obligations) of Clear Channel and the respective affiliates and portfolio companies of each of the Sponsors for their own account and for the accounts of their ~~customers and at any time hold long and short positions of such securities.~~customers. Affiliates of Goldman Sachs have co-invested with each of the Sponsors and their respective affiliates from time to time and such affiliates of Goldman Sachs have invested and may invest in the future in limited partnership units of affiliates of each of the Sponsors.

The board of directors of Clear Channel selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated September 18, 2006, as amended, Clear Channel engaged Goldman Sachs to act as its financial advisor in connection with its

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consideration of a range of strategic alternatives. Pursuant to the terms of this engagement letter, Clear Channel has agreed to pay Goldman Sachs a transaction fee equal to approximately ~~$50~~$31 million, of which $15 million was paid upon signing of the ~~principal portion~~definitive agreement and approximately $16 million of which is contingent upon consummation of the merger. ~~In addition,~~ Clear Channel has also agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

~~112~~134

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of the material United States federal income tax consequences of the merger to U.S. holders (as defined below). This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this proxy statement/prospectus, all of which may change, possibly with retroactive effect. This discussion assumes that the merger will be completed in accordance with the terms of the merger agreement. No ruling has been or will be sought from the Internal Revenue Service (“IRS”) as to the United States federal income tax consequences of the merger, and the following summary is not binding on the IRS or the courts. As a result, the IRS could adopt a contrary position, and such a contrary position could be sustained by a court.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of a share of Clear Channel common stock that is:

	•		a citizen or individual resident of the United States;

	•		a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof;

	•		an estate the income of which is subject to United States federal income tax regardless of its source; or

	•		a trust if, in general, the trust is subject to the supervision of a court within the United States, and one or more U.S. persons have the authority to control all significant decisions of the trust.

This discussion only addresses U.S. holders who hold shares of Clear Channel common stock as capital assets within the meaning of Section 1221 the Code.

This discussion, which represents the opinion of Ropes & Gray LLP, does not purport to be a complete analysis of all potential tax effects of the merger, and, in particular, does not address U.S. federal income tax considerations applicable to shareholders subject to special treatment under U.S. federal income tax law (including, for example, non-U.S. holders, brokers or dealers in securities, financial institutions, mutual funds, insurance companies, tax-exempt entities, holders who hold Clear Channel common stock as part of a hedge, appreciated financial position, straddle, conversion transaction or other risk reduction strategy, holders who acquired Clear Channel common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, holders exercising ~~dissenter’s~~dissenters’ rights, holders that are partnerships or other pass-through entities or investors in partnerships or other pass-through entities and U.S. holders liable for the alternative minimum tax). In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the merger (whether or not such transactions occur in connection with the merger), including, without limitation, any exercise of an option or the acquisition or disposition of shares of Clear Channel common stock other than pursuant to the merger. Also, this discussion does not address U.S. federal income tax considerations applicable to holders of options or warrants to purchase Clear Channel common stock, or holders of debt instruments convertible into Clear Channel common stock. No information is provided herein with respect to the tax consequences of the merger under applicable state, local or non-U.S. laws, or under any proposed Treasury regulations that have not taken effect as of the date of this proxy statement/prospectus.

HOLDERS OF CLEAR CHANNEL COMMON STOCK ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE EFFECTS OF UNITED STATES FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

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Material United States Federal Income Tax Consequences to ~~Clear Channel Shareholders~~U.S. Holders

To the extent that Stock Elections are made for more than 30% of the total shares of common stock of Holdings, those elections will be cut back. Conversely, in certain circumstances, Holdings may elect to pay Additional Equity Consideration in lieu of a portion of the Cash Consideration. At the time, therefore, that a U.S. holder makes an election to receive Holdings Class A common stock, cash, or a combination of the two, such holder will not know the mix of consideration to be received. The U.S. federal income tax consequences ~~of the merger~~ to a U.S. holder will ~~depend upon~~vary depending on such mix.

In the ~~relative proportions~~opinion of ~~Holdings Class A common stock and cash that such holder receives in~~Ropes & Gray LLP, the ~~merger. As a result, the~~material United States federal income tax consequences to ~~each~~ U.S. ~~holder~~holders will ~~not~~ be ~~ascertainable with certainty until such holder knows the precise amount of Holdings Class A~~

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~~common stock and cash that such holder will receive in the merger~~ as ~~determined under the pro-ration provisions of the merger agreement.~~follows:

Exchange of Clear Channel Common Stock Solely For Cash.A U.S. holder who exchanges Clear Channel common stock solely for cash will recognize capital gain or loss equal to the difference between the amount of cash received and such holder’s tax basis in the shares of Clear Channel common stock surrendered therefor. Such gain or loss will be long-term capital gain or loss if, as of the ~~Effective Time,~~effective time of the merger, the holding period for such Clear Channel common stock is more than one year.

Exchange of Clear Channel Common Stock Solely for Holdings Common ~~Stock~~Stock.. A U.S. holder who exchanges Clear Channel common stock solely for Holdings Class A common stock will not recognize any gain or loss upon the ~~exchange.~~exchange, except to the extent that cash is received instead of fractional shares. Such holder will have a tax basis in the Holdings Class A common stock received equal to the tax basis of Clear Channel common stock surrendered therefor ~~provided either that Clear Channel common stock exchanged does not have a~~(excluding any tax basis ~~that exceeds its fair market value or, if it does, that a certain election~~allocated to ~~reduce the tax basis of the Holdings Class A common stock received to its fair market value is not made.~~fractional shares). The holding period for the Holdings Class A common stock received in the exchange will include the holder’s holding period for Clear Channel common stock surrendered therefor.

�� Exchange of Clear Channel Common Stock for a Combination of Holdings Common Stock and Cash. Although the matter is not free from doubt and no assurances can be given that the Internal Revenue Service would not take a contrary position, Clear Channel believes that for purposes of determining the federal income tax consequences toA U.S. ~~holders~~holder who ~~exchange~~exchanges Clear Channel common stock for a combination of Holdings Class A common stock and cash ~~the transactions contemplated by the merger agreement~~ will be treated as having disposed of such holder’s shares of Clear Channel common stock in two separate transactions — a transfer to Clear Channel of a portion of ~~the holders’~~such holder’s Clear Channel common stock solely in exchange for cash, ~~(the~~which we will refer to in this proxy statement/prospectus as the “Deemed ~~Redemption”)~~Redemption,” and a transfer to Holdings of the balance of ~~the~~such holder’s Clear Channel common stock in exchange for cash and Holdings Class A common stock, ~~(the~~which we will refer to in this proxy statement/prospectus as the “Deemed Exchange”).

The relative number of shares of Clear Channel ~~further believes that~~common stock disposed of by a U.S. holder in the Deemed Redemption and the Deemed Exchange, respectively, will depend on the number of shares of Holdings Class A common stock received by such holder in the merger and the extent to which the cash consideration in the merger is attributable to equity financing provided to Holdings by the Sponsors or debt financing that Clear Channel will be ~~treated as part of a transaction described in Section 351(a) of the Code.~~

obligated to repay. Consistent with the characterization as a Deemed Redemption and a Deemed Exchange, a U.S. holder will be required to bifurcate the cash received in the merger with respect to the Clear Channel common stock between two categories: (a) the amount of such cash that is attributable to ~~the Equity Financing (“Sponsor~~debt financing that Clear Channel will be obligated to repay, which we will refer to in this proxy statement/prospectus as “Clear Channel Cash”) and (b) the ~~remaining~~ amount of such cash (“that is attributable to equity financing provided to Holdings by the Sponsors, which we will refer to in this proxy statement/prospectus as “Sponsor Cash”. The allocation of the total cash consideration received in the merger by a U.S. holder between Clear Channel ~~Cash”).~~Cash and Sponsor Cash is discussed below. The percentage of such total cash consideration that is Clear Channel Cash and the percentage of such total cash consideration that is Sponsor Cash will be the same for each U.S. holder.

Deemed ~~Redemption~~Redemption.. The Clear Channel Cash portion of the total cash received by a U.S. ~~Holder~~holder in the merger with respect to Clear Channel common stock will be treated as received in the Deemed ~~Redemption and thus should, subject to Section 302 of the Code,~~Redemption. Such U.S. holder will be treated as ~~capital~~recognizing taxable gain or loss equal to the difference between the amount of the Clear Channel Cash that such holder receives and such holder’s allocable tax basis in the Clear Channel common stock transferred in the Deemed Redemption. The Clear Channel Cash received by a U.S. ~~Holder is~~holder will be equal to the total cash received by such holder in the merger with respect to Clear Channel common stock multiplied by a fraction, the numerator of which iswill be the amount of Clear Channel Cash received by all holders in the merger and the denominator of which iswill be the total cash received by all holders in the merger with respect to Clear Channel common stock. This fraction cannot be computed accurately until after the ~~Effective Time.~~effective time of the merger. Clear Channel intends to report its computation of such fraction to the holders as supplemental information to the IRS Form 1099-B, or other appropriate information reporting. With respect to any U.S. holder, the number of shares of Clear Channel common stock treated as redeemed by Clear Channel in the Deemed Redemption will equal the Clear Channel Cash received by such ~~Holder~~holder divided by the per share Cash Consideration.

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Any gain recognized on the Deemed Redemption by such U.S. holder will be treated as capital gain. Any gain that is treated as capital gain will be long-term capital gain if such holder has the held the Clear Channel common stock deemed surrendered in the Deemed Redemption for more than one year as of the effective time of the merger.

Deemed ~~Exchange~~Exchange.. Any shares of Clear Channel common stock of a U.S. holder that are not treated as redeemed pursuant to the Deemed Redemption will be treated as exchanged for Holdings Class A common stock and Sponsor Cash in the Deemed Exchange. ~~The holding period of the Holdings Class A common stock received will include the holding period of the shares of Clear Channel common stock surrendered in exchange therefor.~~

A U.S. holder will not recognize ~~gain in~~any loss on the Deemed Exchange and will recognize gain, if any, on the Deemed Exchange equal to the ~~extent of the “boot” received.~~lesser of:

	•		the amount of Sponsor Cash received and

	•		the gain realized on the Deemed Exchange, which will be equal to the excess of (i) the sum of the fair market value of the Holdings Class A common stock and the Sponsor Cash received by such U.S. holder over (ii) such holder’s tax basis in Clear Channel common stock surrendered in the Deemed Exchange.

The Sponsor Cash portion of the total cash received by a U.S. Holder in the merger with respect to Clear Channel common stock will be treated under Section 351(b) of the Code as “boot” received in a Section 351 exchange and

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will be equal to the total cash received by such U.S. holder in the merger with respect to Clear Channel common stock multiplied by a fraction, the numerator of which is the amount of Sponsor Cash received by all holders in the merger and the denominator of which is the total cash received by all holders in the merger with respect to Clear Channel common stock. This fraction cannot be computed accurately until after the ~~Effective Time.~~effective time of the merger. Clear Channel intends to report its computation of such fraction to the holders as supplemental information to the IRS Form 1099-B, or other appropriate information reporting. ~~Subject~~

As indicated above, a U.S. holder that is deemed to ~~the discussion below regarding Section 304~~exchange Clear Channel common stock held at a loss for Class A common stock of ~~the Code,~~Holdings and Sponsor Cash will not recognize that loss for federal income tax purposes. Moreover, such a U.S. holder will ~~recognize gain, but not loss, on the Deemed Exchange equal~~be deemed for federal income tax purposes to ~~the lesser~~have exchanged more shares of the amount of Sponsor Cash received and the gain realized on the Deemed Exchange. A U.S. holder will realize gain on the Deemed Exchange equal to the excess of (i) the sum of the fair market value of the HoldingsClear Channel common stock for Class A common stock of Holdings and cash than the ~~Sponsor Cash received~~actual number of such U.S. holder’s shares of Clear Channel common stock that are accepted in the merger in exchange for Class A common stock of Holdings. This is because, in addition to actually exchanging Clear Channel common stock for Class A common stock of Holdings, such U.S. holder will be deemed to have exchanged Clear Channel common stock for such U.S. holder’s pro rata share of the cash merger consideration attributable to the equity financing provided by the Sponsors to Holdings. See “Financing” beginning on page 117 of this proxy statement/prospectus. Thus, such U.S. holder will be unable to recognize a loss for federal income tax purposes not only on such U.S. holder’s Clear Channel common stock actually exchanged for Class A common stock of Holdings, but also on such U.S. holder’s Clear Channel common stock that is deemed exchanged for cash attributable to the equity financing provided by the Sponsors to Holdings.

Any gain recognized in Deemed Exchange by such U.S. holder over (ii) such holder’s tax basis in Clear Channel common stock surrendered in the Deemed Exchange. Subject to the discussion below regarding Section 304 of the Code, any gain recognized by such U.S. holder will ~~generally~~ be treated as capital gain. Any gain that is treated as capital gain will be long-term capital gain if such holder has held the Clear Channel common stock deemed surrendered in the ~~exchange~~Deemed Exchange for more than one year as of the ~~Effective Time.~~

~~Recharacterization~~effective time of the ~~Merger by the Internal Revenue Service.~~~~There is a risk that the Internal Revenue Service may recharacterize the~~merger.

The aggregate tax ~~treatment~~basis of the ~~Clear Channel Cash as additional cash consideration~~Holdings Class A common stock received by a U.S. holder in the Deemed Exchange. Under such a characterization, certain U.S. holders otherwise not recognizing any gain in the merger could recognize an amount of gain and certain U.S. holders recognizing gain in the merger could recognize a greater amount of gain. The recognition of this gain or increased gain wouldExchange will be ~~due~~equal to ~~an inability to offset the Clear Channel Cash with the full amount of~~ the U.S. holder’s aggregate tax basis in ~~its~~the Clear Channel common stock surrendered in the Deemed ~~Redemption. Subject to~~Exchange, decreased by the ~~discussion below regarding Section 304~~amount of Sponsor Cash received by the ~~Code, if the merger were re-characterized in this manner, a~~ U.S. holder ~~who exchanged~~and increased by the amount of gain recognized by the U.S. holder in connection with the Deemed Exchange. The holding period for the Holdings Class A common stock received will include the holding period for the Clear Channel common stock ~~for~~surrendered therefor.

Possible Collapse of Deemed Redemption into Deemed Exchange by the Internal Revenue Service. As indicated above, in the opinion of Ropes & Gray LLP, the Deemed Redemption and the Deemed Exchange will be recognized as separate transactions. There is a ~~combination~~slight possibility that the IRS might take the position that the Deemed Redemption should not be recognized as a separate transaction from the Deemed Exchange, with the result that U.S. holders should be treated as having contributed all of their Clear Channel common stock to Holdings in exchange for cash and Holdings Class A common ~~stock~~stock. Such a position, however, would ~~recognize gain, but not loss,~~be contrary to the vast bulk of relevant IRS authority. If this matter were ever fully litigated, in the opinion of Ropes & Gray LLP, a court would conclude that the Deemed Redemption is taxable as a separate transaction for United States federal income tax purposes. In the unlikely event that the IRS were to take, and prevail on, the ~~exchange,~~position that the Deemed Redemption should not be recognized as a separate transaction, a U.S. holder would not be permitted to recognize any taxable loss as a result of the merger, and ~~such holder’s~~would be required to recognize a taxable gain ~~recognized would~~ equal to the lesser of (x) the ~~amount of~~ cash that such holder received in the merger, and ~~the gain realized. The gain realized would be~~(y) the excess, if any, of ~~(i) all of the cash and~~ the fair market value of the Holdings Class A common stock and the cash received byin the ~~U.S. holder with respect to its Clear Channel common stock~~merger over ~~(ii) the~~such U.S. holder’s tax

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basis in ~~its~~the shares of Clear Channel common stock surrendered in the merger.

~~Application of Section 304 of the Code~~. The results described above may be altered if, contrary to expectations, Section 304 of the Code were to apply to the merger. Section 304 of the Code would apply to the merger if Clear Channel shareholders, As a result, a U.S. holder might recognize more taxable gain in the aggregate, were to own stock of Holdings possessing 50% or more of the total combined voting power or 50% or more of the total combined value of all classes of stock of Holdings, taking into account certain constructive ownership rules under the Code. In the unlikely event that Section 304 of the Code were to apply to the merger, the amount and character of income recognized by Clear Channel shareholders could be different. U.S. holders of Clear Channel common stock should consult their own tax advisors as to the amount and character of any income in the event that Section 304 of the Code were to apply toconnection with the merger.

Information on the Merger to Be Filed with Clear Channel Shareholders’ ~~Returns~~Returns..A U.S. ~~holders~~holder who ~~receive~~receives Holdings Class A common stock, and following the effective time of the merger ~~own~~owns Holdings Class A common stock representing at least 5% of the total combined voting power or value of the total outstanding Holdings Class A common stock, ~~are~~will be required to attach to ~~their~~such U.S. holder’s U.S. federal income tax ~~returns~~return for the year in which the merger ~~are~~is consummated, and maintain a permanent record of, a complete statement that contains the information listed in Treasury Regulation Section ~~1.351—~~1.351 — 3T. Such statement must include ~~their~~such U.S. holder’s aggregate fair market value and tax basis in ~~their~~such U.S. holder’s Clear Channel common stock surrendered in the exchange.

Information Reporting and Backup ~~Withholding~~Withholding.. Payments of cash pursuant to the merger will be subject to information reporting and backup withholding unless (i) they are received by a corporation or other exempt recipient or (ii) the recipient provides correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred.

A U.S. holder who provides an incorrect taxpayer identification number may be subject to penalties imposed by the IRS. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s United States federal income tax liability and may entitle such U.S. holder to a refund, provided that the required information is timely furnished to the IRS.

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Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. The discussion set forth above, while based upon the reasoned judgment of counsel, addresses legal issues with respect to which there is uncertainty. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local, or foreign income or other tax consequences to you of the merger.

ACCOUNTING TREATMENT OF TRANSACTION

We expect that the merger will be accounted for as a purchase in conformity with Statement of Financial Accounting Standards No. 141,Business Combinationsand Emerging Issues Task Force Issue 88-16,Basis in Leveraged Buyout ~~Transactions~~Transactions.. As a result of the potential continuing ownership of certain members of management and the potential continuing ownership of large shareholders, Clear Channel expects to allocate a portion of the purchase price to the assets and liabilities at their respective fair values with the remaining portion recorded at the continuing shareholders’ historical basis. Any residual amount will be recorded as goodwill.

REGULATORY APPROVALS

Hart-Scott-Rodino

Under the HSR Act and the rules promulgated thereunder, Clear Channel cannot complete the merger until it notifies and furnishes information to the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice, and specified waiting period requirements are satisfied.

~~The parties have agreed that if~~ Clear Channel notified and furnished the required information to the FTC orand the Antitrust Division of the U.S. Department of Justice. Clear Channel agreed with the Antitrust Division of the U.S. Department of Justice ~~has not granted~~to enter into a Final Judgment and Hold Separate Agreement in accordance with and subject to the ~~necessary approvals~~Tunney Act, which provided for Antitrust Division of the U.S. Department of Justice approval of the merger on the condition that Clear Channel divests certain radio stations. The waiting period under the HSR Act as of August 16, 2007, then if Clear Channel’s and the Fincos’ respective antitrust counsel, in their professional judgment, jointly determine that a divestiture is required to obtain the necessary approvals under the HSR Act, they will provide notice of such determination to the Fincos and the Fincos have agreed promptly, and in any event by November 15, 2007, to implement the divestiture. Under the terms of the merger agreement, a “divestiture” of any asset or business means (i) any sale, transfer, separate holding, divestiture or other disposition, or any prohibition of, or any limitationexpired on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset or (ii) the termination or amendment of any existing or contemplated governance structure of Merger Sub or Clear Channel or contemplated contractual or governance rights of Merger Sub or Clear Channel.February 13, 2008.

FCC Regulations

Under the Communications Act, Clear Channel and the Fincos may not complete the merger unless they have first obtained the ~~approval of the~~ FCC ~~to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos (the “FCC Consent”).~~Consent. FCC approval is sought through the filing of applications with the FCC, which are subject to public comment and objections from third parties. Pursuant to the merger agreement, the parties filed on December 12, 2006 ~~all~~the applications ~~necessary~~ to ~~obtain~~transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. On January 24, 2008, the FCC ~~Consent.~~approved the applications to transfer Clear Channel. The ~~timing~~FCC consent to transfer Clear Channel is subject to certain conditions which Clear Channel and the Sponsors will satisfy, or ~~outcome~~will cause to be satisfied, prior to the consummation of the merger. The FCC ~~approval process cannot be predicted.~~

consents to the transfer of control of Clear Channel remain in effect as granted or as extended. The ~~Fincos have agreed~~FCC grants extensions of authority to ~~take promptly any and all steps necessary to avoid~~consummate previously approved transfers of control either by right or ~~eliminate any impediment (including any impediment under the FCC’s media ownership rules) to obtaining~~for good cause shown. We anticipate that the FCC ~~Consent so as to enable~~will grant any necessary extensions of the ~~parties to close~~effective period of the ~~transactions contemplated by~~previously issued consents for consummation of the ~~merger agreement as promptly as practicable.~~transfer.

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Other

The merger is also subject to review by governmental authorities of various other jurisdictions under the antitrust, communication and investment review laws of those ~~jurisdictions.~~jurisdictions, and all necessary consents have been obtained.

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There are no remaining regulatory approvals needed to close the transaction.

STOCK EXCHANGE LISTING

Following the consummation of the merger, shares of Holdings Class A common stock will not be listed on a national securities exchange. It is anticipated that, following the merger, the shares of Class A common stock will be quoted on the Over-the-Counter Bulletin Board.

RESALE OF HOLDINGS CLASS A COMMON STOCK

The shares of Holdings Class A common stock issued in the merger will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Clear Channel shareholder who may be deemed to be an “affiliate” of Clear Channel or Holdings for purposes of Rule 144 or Rule 145 under the Securities Act.

MERGER RELATED LITIGATION

On March 26, 2008, Merger Sub and the Fincos commenced litigation in the Supreme Court of the State of New York, County of New York, against the Banks, captionedBT Triple Crown Merger Co., Inc., et al., v. Citigroup Global Markets Inc., et al., Index No. 08/600899 (the “New York Action”). The complaint in that action alleged breach of contract and other state-law causes of action arising from the Banks’ alleged failure to provide committed financing in support of the proposed transaction. The Banks asserted various counterclaims against Merger Sub, the Fincos, Clear Channel and Holdings seeking declaratory relief, which we refer to as the “New York Counterclaim Action.” The New York Supreme Court denied motions to dismiss the action and granted the plaintiffs’ motion for an expedited trial. The trial began on May 13, 2008 but was adjourned by order of the Court after one day of testimony after the parties in the action notified the Court that Clear Channel, Merger Sub, the Fincos, Holdings and CCC IV had entered a settlement agreement with the Banks pursuant to which they settled this action together with a related action pending the State of Texas (described more fully below). On May 27, 2008, the New York Supreme Court entered a stipulation of dismissal submitted by the parties and dismissed the New York Action. For details concerning the Settlement Agreement, see “Settlement and Escrow Agreements.”

InClear Channel Communications, Inc., and CC Media Holdings, Inc. v. Citigroup Global Markets, Inc.; Citicorp USA, Inc.; Citicorp North America, Inc.; Morgan Stanley Senior Funding, Inc.; Credit Suisse Securities USA, LLC; RBS Securities Corporation; Wachovia Investment Holdings, LLC; and Wachovia Capital Markets, LLC;Cause No. 2008-CI-04864 (the “Texas Action”) in the 225th Judicial District Court of Bexar County, Texas (filed March 26, 2008), Clear Channel and its co-plaintiff, Holdings, asserted a claim of tortious interference against each of the defendants based upon allegations that the defendants intentionally interfered with the merger agreement, as in effect prior to Amendment No. 3, in an effort to prevent Clear Channel, Merger Sub, the Fincos and Holdings from consummating the merger. Clear Channel sought an injunction prohibiting the defendants from engaging in the specified acts of interference and, alternatively, damages. A single issue relating to the forum in which the lawsuit was filed was appealed to the Texas Supreme Court. Trial on all other issues was scheduled for June 2, 2008. However, pursuant to the Settlement Agreement, all litigation efforts and proceedings, including the appeal, were stayed pending satisfaction of the conditions set forth in the Settlement Agreement. On May 22, 2008, Clear Channel, Holdings and the Banks filed a notice of nonsuit and on May 29, 2008, the District Court entered a final order of dismissal, dismissing with prejudice all of their claims in the Texas Action. The parties have agreed to dismiss as moot the appeal currently before the Texas Supreme Court.

The Settlement Agreement provides that each of the parties to the Escrow Agreement will make their respective funding obligations under the Escrow Agreement on or before May 28, 2008 (or, in the case of a Bank Escrow Party, on or before May 22, 2008). The Escrow Agent confirmed receipt of the entire Bank Escrow Amount on May 22, 2008 and all other amounts required to be delivered under the Escrow Agreement, including the entire Buyer Escrow Amount, on May 28, 2008.

We are aware of eight putative class action complaints that were filed in the District Court of Bexar County, Texas, in connection with the merger. Of these putative class action complaints, the following three have been dismissed:Murphy v Clear Channel Communications, Inc., et al., No. 2006CI17647 (filed November 16, 2006),Manson v. Clear Channel Communications, Inc., et al., No. 2006CI17656 (filed November 16, 2006), andMetzler Investment GmbH v. Clear Channel Communications, Inc., et alal.. , No. 2006CI18067 (filed November 28, 2006).

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The remaining five actions —Teitelbaum v. Clear Channel Communications, Inc., et al., No. 2006CI17492 (filed November 14, 2006),City of St. Clair Shores Police and Fire Retirement System v. Clear Channel Communications, Inc., et al., No. 2006CI17660 (filed November 16, 2006),Levy Investments, Ltd. v. Clear Channel Communications, Inc., et al., No. 2006CI17669 (filed November 16, 2006),DD Equity Partners LLC v. Clear Channel Communications, Inc., et al., No. 2006CI7914 (filed November 22, 2006), andPioneer Investments Kapitalanlagegesellschaft MBH v. Clear Channel Communications, Inc., ~~et. al~~et al.., No. 2006CI18542 (filed December 7, 2006) — have been consolidated for pretrial purposes only into one proceeding (the “Consolidated Class Action”), captionedIn re Clear Channel Communications, Inc. Shareholders Litigation,Cause No. 2006-CI-17492. The Second Amended Complaint currently pending in the Consolidated Class Action alleges that Clear Channel and its directors breached their fiduciary duties in connection with the proposed merger and in connection with the disclosures in the merger proxy statement. The complaint also alleges that Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. aided and abetted those breaches of fiduciary duty. The complaint seeks damages and an order enjoining the defendants from completing the proposed transaction. On ~~May 4,~~October 22, 2007, the ~~plaintiff~~plaintiffs in the Consolidated Class Action filed a ~~Supplemental Memorandum of Law~~Motion to Determine Fees and Expenses. The motion asks the Court to award them $7,345,463 in ~~Support of Plaintiff's Motion~~attorneys fees and $229,731.93 for ~~a Temporary Restraining Order and Temporary Injunction, which sought an order enjoining~~expenses. A hearing on the ~~shareholder vote that~~motion was ~~previously~~ scheduled for ~~May 8,~~November 21, 2007. NoThe setting was eventually dropped, and no action was taken by the Court on ~~plaintiff's~~plaintiffs’ request for ~~an injunction.~~

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attorneys’ fees and expenses. No hearings are scheduled.

In addition to the actions described above, we are aware of two shareholder derivative complaints naming Clear Channel and its directors as defendants. The first action, also filed in the District Court of Bexar County, Texas,Rauch v. Clear Channel Communications, Inc., et al., No. 2006CI17436 (filed November 22, 2006) alleges breach of fiduciary duties, abuse of control, gross mismanagement, and waste of corporate assets by the defendants. On May 23, 2008, plaintiffs in theRauch action filed a fourth amended petition against the same defendants, adding allegations of breach of fiduciary duties, abuse of control, gross mismanagement and waste of corporate assets by the defendants in connection with the board of directors’ decision to approve the revised terms of the transaction arising out of the settlement of the Actions. The complaint seeks an order declaring the employment agreements with Messrs. L. Lowry Mays, Mark P. Mays, and Randall T. Mays unenforceable or rescinding them, declaring the merger agreement unenforceable and rescinding it, directing the defendants to exercise their fiduciary duties to obtain a transaction that is in the best interests of Clear Channel and its shareholders, imposing a constructive trust upon any benefits improperly received by the defendants, and directing the payment of plaintiff’s costs and fees. The Rauch litigation has been consolidated with the five putative class action complaints described above for limited pre-trial purposes, but is not set for hearing.

The second action, filed in the United States District Court for the Western District of Texas,Alaska Laborers Employees Retirement Fund v. Clear Channel Communications, Inc., et al., No. SA07CA0042RF (filed January 11, 2007) contains both derivative and class action claims and alleges, among other things, that Clear Channel’s directors violated federal securities laws, breached their fiduciary duties, abused their control of Clear Channel, and grossly mismanaged Clear Channel in connection with the proposed merger. The complaint also alleges that Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. are liable as controlling persons under the federal securities laws and that Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. also aided and abetted Clear Channel’s directors in breaching their fiduciary duties.The Alaska Laborerscomplaint seeks a determination that class action status is proper, a declaration that the merger agreement was entered into in breach of Clear Channel’s ~~directors~~directors’ fiduciary duties, an order enjoining the merger, an order directing that Clear Channel’s directors exercise their fiduciary duties to obtain a transaction that is in the best interests of Clear Channel and its shareholders, and an order imposing a constructive trust upon any benefits improperly received by the defendants, as well as an award of plaintiff’s costs and fees. On or about March 28, 2007, the Court heard argument on ~~defendants'~~defendants’ motion to dismiss the class action and derivative complaint and ordered that Merger Sub, the Fincos and the Sponsors be dismissed from the action.

On January 30, 2007, Pioneer Investments Kapitalanlagegesellschaft mbH (“Pioneer Investments”), located in Munich, Germany and an affiliate of UniCredito Italiona S.p.A. of Milan, Italy, filed a second complaint against Clear Channel and its officers and directors for violations of Section 14(a)-9 of the Securities Exchange Act. The actionPioneer Investments Kapitalanlagegesellschaft mbH v. Clear Channel Communications, Inc., et al.,Case No. SA-007-CA-0997, filed in the United States District Court for the Western District of Texas, San Antonio Division (the “Pioneer Federal Action”), alleges Clear Channel failed to disclose all relevant and material information in the proxy statement mailed to shareholders on February 1, 2007 in connection with the proposed merger. On March 9, 2007, Clear Channel filed a motion to dismiss the Pioneer Federal Action on a number of grounds including the fact that the claims upon which Pioneer Investments seeks relief in federal court are already pending in a consolidated state court class action, of which Pioneer Investments is also a plaintiff. No hearing date has been scheduled for the motion to dismiss. On the order of Judge Royal Furgeson, who is the presiding judge for the Alaska Laborers complaint, the Pioneer Federal Action was transferred to his court.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, including Amendment No. 1, Amendment No. 2

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and Amendment No. 2,3, which are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C and Annex C,D, respectively, and which are incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to carefully read the merger agreement in its entirety.

The following summary of the merger agreement is included to provide you with information regarding its terms and is not intended to provide any other factual information about Clear Channel, the Fincos, Holdings, Merger Sub or their respective affiliates. The representations, warranties and covenants made by Clear Channel, the Fincos, Holdings and Merger Sub are qualified and subject to important limitations agreed to by Clear Channel, the Fincos, Holdings and Merger Sub in connection with negotiating the terms of the merger agreement. Furthermore, the representations and warranties may be subject to standards of materiality applicable to Clear Channel, the Fincos, Holdings and Merger Sub that may be different from those that are applicable to you.

Effective ~~Time; Marketing Period~~Time

The effective time of the merger will occur at the later of the time that Clear Channel and the Fincos cause the Articles of Merger to be executed and filed with the Secretary of State of the State of Texas and the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, or such later time as provided in the Articles of Merger and agreed to by the Fincos, Holdings, Merger Sub and Clear ~~Channel (the “Effective Time”).~~Channel. The closing of the merger will occur as soon as practicable, but in no event later than the ~~second~~fifth business day after all of the conditions to the merger set forth in the merger agreement have been satisfied or waived, or such other date as the Fincos, Holdings, Merger Sub and Clear Channel may agree. ~~If all of the conditions have been satisfied, but the Marketing Period (defined below) has not expired, then the Fincos are not required to effect the closing until the earlier of:~~

	•		~~a date during the Marketing Period specified by the Fincos on no less than three business days’ written notice to Clear Channel; and~~

	•		~~the final day of the Marketing Period, or at such other time, date or place as is agreed to in writing by the Fincos, Holdings, Merger Sub and Clear Channel.~~

For purposes of the merger agreement, “Marketing Period” means the first period of 25 consecutive business days throughout which time the Fincos have certain financial information required to be provided by Clear Channel under the merger agreement and the mutual conditions to the obligations of the parties and the conditions to the obligations of the Fincos (other than those conditions that, by their own terms, cannot be satisfied until the closing) have been and remain satisfied. If the Marketing Period has not ended on or before August 17, 2007, the Marketing Period will be deemed to commence no earlier than September 4, 2007, or if the Marketing Period has not ended on or before December 14, 2007, the Marketing Period will be deemed to commence no earlier than January 7, 2008.

The purpose of the Marketing Period is to provide Merger Sub and the Fincos with a reasonable and appropriate period of time during which they can market and place the permanent debt financing contemplated by the debt financing commitments for the purposes of financing the merger.

The Fincos and the Merger Sub have agreed to use their reasonable best efforts to arrange and obtain the financing on the terms and conditions described in the financing commitments, negotiate and finalize definitive agreements with respect to the financing on the terms and conditions contained in the financing commitments, satisfy on a timely basis all conditions applicable to the Fincos or Merger Sub in the definitive agreements that are within their control,

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			~~consummate the financing no later than the closing, and enforce their rights under the financing commitments; and~~

	•		If any portion of the financing becomes unavailable on the terms and conditions contemplated in the financing commitments, the Fincos have agreed to promptly notify Clear Channel and the Fincos and Merger Sub have agreed to use their reasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as a whole, that are no more adverse to Clear Channel, as promptly as practicable following the occurrence of such event, but in no event later than the last day of the Marketing Period, including entering into definitive agreements with respect thereto.

In addition, if all or any portion of the debt financing that is structured as a high yield financing has not been consummated, and certain conditions under the merger agreement have been satisfied or waived and the bridge financing contemplated by the financing commitments is available on the terms and conditions contemplated in the financing commitments, then Merger Sub must use the proceeds of the bridge financing to replace the high yield financing no later than the last day of the Marketing Period.

Effects of the Merger; Structure

At the ~~Effective Time,~~effective time of the merger, Merger Sub will merge with and into Clear Channel. The separate existence of Merger Sub will cease, and Clear Channel will survive the merger and continue to exist after the merger as an indirect wholly owned subsidiary of Holdings. Upon completion of the merger, Clear Channel common stock will be converted into the right to receive either the Cash Consideration or the Stock ~~Consideration.~~Consideration (subject, in the case of Cash Elections, to partial payment in the form of Additional Equity Consideration as described herein). All of Clear Channel’s and Merger Sub’s properties, rights, privileges, powers and franchises, and all of their claims, obligations, liabilities, debts, and duties, will become those of the surviving corporation. Following completion of the merger, Clear Channel common stock will be delisted from the NYSE, deregistered under the Exchange Act, and no longer publicly traded. ~~Thereafter, the~~The current shareholders of Clear Channel will not participate in any future earnings or growth of Clear Channel and will not benefit from any appreciation in value of Clear Channel following the ~~Effective Time,~~effective time of the merger, except to the extent that such shareholders receive the Stock Consideration.

Rollover by Shareholders

Under the terms of the merger agreement, the Fincos may allow certain employees of Clear Channel (each, a “Rollover Shareholder”) to convert some or all of the shares of Clear Channel common stock or other equity or convertible securities of Clear Channel held by them (“Rollover Shares”) into equity securities of Holdings in lieu of receiving the applicable portion of the Merger Consideration. ~~The~~Other than with respect to 580,356 shares of Clear Channel common stock held by L. Lowry Mays and LLM Partners, Ltd., the equity securities of Holdings that will be issued in connection with the rollover will not decrease the ~~30,612,245~~ shares of Holdings Class A common stock available for issuance as Stock Consideration.

Pursuant to the 2008 Letter Agreement each of Messrs. Mark P. Mays and Randall T. Mays have ~~agreed~~committed to ~~convert~~a rollover exchange pursuant to which they will surrender a portion of the equity securities of Clear Channel they own with a value of $10 million ($20 million in the ~~aggregate,~~aggregate) in exchange for $10 million worth of ~~shares of Clear Channel common stock, shares of Clear Channel restricted stock and “in~~ the ~~money” Clear Channel stock options into~~ equity securities of Holdings ($20 million in the ~~same proportion as that of the Fincos. Additionally, Clear Channel has been informed that the Fincos~~aggregate) and the Sponsors have provided Messrs. L. Lowry Mays and B. J. McCombs, each a member of Clear Channel’s board of directors, the opportunity to convert a portion of their shares of Clear Channel common stock, shares of Clear Channel restricted stock and “in the money” Clear Channel stock options held by them into equity securities of Holdings. Mr. L. Lowry Mays’ current intention is to sell 100% of his equity securities in Clear Channel. However, if he seeks to rollover some portion of his holdings, Mr. L. Lowry Mays has ~~informed~~committed to a rollover exchange pursuant to which he will surrender a portion of the equity securities of Clear Channel ~~that~~ he ~~will be selling a substantial majority~~owns, with an aggregate value of ~~his holdings~~$25 million, in exchange for $25 million worth of the ~~transaction.~~equity securities of Holdings.

The Fincos ~~Holdings~~ and Merger Sub have informed Clear Channel that they anticipate ~~offering certain members~~converting approximately 636,667 unvested shares of Clear ~~Channel’s~~Channel restricted stock held by management ~~the opportunity to convert a portion of their current equity interests in Clear Channel into equity in Holdings and/or~~and employees pursuant to the ~~right to purchase equity interests in Holdings. Although Clear Channel believes members of its management team are likely to enter~~May 2007 grant into ~~new arrangements to purchase or participate in the equity~~restricted stock of Holdings ~~these matters are subject to further negotiations and discussion and no terms or~~on a one for one basis.

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conditions have been finalized (other than the Letter Agreement). Any such new arrangements are expected to be entered into prior to the completion of the merger. For further discussion, see the section titled “Equity Rollover” above.

Treatment of Common Stock and Other Securities

Clear Channel Common Stock

At the ~~Effective Time,~~effective time of the merger, each Public Share issued and outstanding immediately prior to the ~~Effective Time~~effective time of the merger will automatically be converted into the right to receive, at the election of the holder of record and subject to proration (as more fully described under the headings “Election Procedures” and “Proration Procedures” below), either ~~(x)~~(A) an amount equal to ~~$39.20~~$36.00 in cash without interest, plus the Additional Cash Consideration, if any (the “Cash Consideration”) or (B) one validly issued, fully paid and non assessable share of Holdings Class A common stock (valued at ~~$39.20~~$36.00 per share based on the cash purchase price to be paid by investors that buy Holdings common stock for cash in connection with the closing of the merger), plus the Additional Cash Consideration, if any, payable in cash (the “Stock Consideration”). The following shares, which shares are deemed not to be Public Shares for these purposes, will not be converted into the right to receive the consideration described in the preceding sentence:

	•		shares of Clear Channel common stock held in Clear Channel’s treasury or owned by Merger Sub or Holdings immediately prior to the ~~Effective Time,~~effective time of the merger, which shares will automatically be canceled, retired and will cease to exist without conversion or consideration;

	•		shares of Clear Channel common stock held by shareholders who do not vote in favor of approval and adoption of the merger agreement and who have properly demanded and perfected their appraisal rights in accordance with Texas law, which shares will be entitled to only such rights as are granted by Texas law; and

	•		Rollover Shares.

~~Pursuant~~Holdings has the right to ~~separate agreements entered into~~reduce the $36.00 per share of cash payable to Clear Channel shareholders who elect to receive Cash Consideration by an amount equal to the ~~Fincos and each member~~Additional Equity Consideration, which will be paid in the form of ~~Clear Channel’s board~~a fraction of ~~directors (the “affiliated holders”), each member~~a share of ~~Clear Channel’s board~~Holdings common stock, in the event that Holdings determines that the total Uses of ~~directors has agreed,~~Funds is less than the total Sources of Funds as ~~part~~of the closing of the merger. For the purposes of the merger agreement, “Additional Equity Consideration” means an amount equal to ~~convert all shares~~the lesser of (1) $1.00 or (2) a fraction equal to (A) the positive difference between (i) the aggregate amount of funds that Holdings determines are needed for the merger, merger-related expenses, and Clear ~~Channel common stock held~~Channel’s cash requirements and (ii) the sources of funds available to Merger Sub from borrowings, equity contributions, Stock Consideration and Clear Channel’s available cash, divided by ~~such affiliated holder, or issuable upon exercise of Clear Channel stock options held by such affiliated holder (other than Rollover Shares, which will not affect~~(B) the total number of ~~shares of Holdings Class A common stock available for issuance as Stock Consideration) into~~Public Shares that will receive the Cash Consideration.

Each Public Share, when converted into Stock Consideration or Cash Consideration (including the Additional Equity Consideration, if applicable), will automatically be canceled, and will cease to exist. After the ~~Effective Time,~~effective time of the merger, each outstanding stock certificate or book-entry share representing shares of Clear Channel common stock converted in the merger will represent only the right to receive ~~the Cash Consideration or the Stock Consideration, as elected by each holder of record,~~such merger consideration with respect to each such Public Share.

The term “Additional Per Share Consideration” means ~~if the Effective Time occurs after January 1, 2008,~~ an additional amount of cash consideration for each share of Clear Channel common stock, ~~equal to~~calculated in the ~~lesser of:~~following manner:

	•		If the merger is completed after November 1, 2008, but on or before December 1, 2008, the pro rata portion, based upon the number of days elapsed since ~~January~~November 1, 2008, of ~~$39.20~~$36.00 multiplied by 8%4.5% per ~~annum, or~~annum; plus

	•		~~an amount equal to (a)~~If the ~~Operating Cash Flow for Clear Channel and its subsidiaries for the period from and including January~~merger is completed after December 1, 2008, ~~through and including~~ the last day of the last month preceding the closing date of the merger for which financial statements are available at least ten (10) calendar days prior to the closing date of the merger less dividends paid or declared with respect to the foregoing period and amounts committed or paid to purchase equity interests in Clear Channel or derivatives thereof with respect to that period (but only to the extent that those dividends or amounts are not deducted from the Operating Cash Flow for Clear Channel and its

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~~subsidiaries for any prior period) divided by (b) the sum of~~pro rata portion, based on the number of ~~outstanding shares~~days elapsed since December 1, 2008, of Clear Channel common stock (including outstanding shares of Clear Channel restricted stock) plus the number of shares of Clear Channel common stock issuable pursuant to convertible securities of Clear Channel outstanding at the closing date of the merger with exercise prices less than the Merger Consideration.$36.00 multiplied by 6% per annum.

The ~~term “Operating Cash Flow” means an amount determined on a consolidated basis for~~Additional Per Share Consideration will be paid to all Clear Channel ~~and its subsidiaries as follows:~~

~~an amount determined in accordance with generally accepted accounting principles equal to~~shareholders if the ~~sum~~merger is completed after November 1, 2008, regardless of ~~net income, excluding therefrom any amount described in one~~whether they elect Stock Consideration or ~~more of the following clauses (but only to the extent included in net income):~~

	~~(i)~~		~~the aggregate after-tax amount, if positive, of any net extraordinary, nonrecurring or unusual gains,~~

	~~(ii)~~		~~any items of gain or loss from permitted divestitures under the merger agreement,~~

	~~(iii)~~		~~any items of gain or loss from the change in value or disposition of investments, including with respect to marketable securities and forward exchange contracts,~~

	~~(iv)~~		~~any non-cash income, gain or credits included in the calculation of net income,~~

	~~(v)~~		any net income or loss attributable to non-wholly owned subsidiaries or investments, except to the extent Clear Channel has received a cash dividend or distribution or an intercompany cash payment with respect thereto during such period,

	~~(vi)~~		any net income attributable to foreign subsidiaries, except to the extent Clear Channel has received a cash dividend or distribution or an intercompany cash payment with respect thereto during such period, and

	~~(vii)~~		~~the cumulative effect of a change in accounting principle, plus~~

to the extent net income has been reduced thereby and without duplication, amortization of deferred financing fees included in interest expense, depreciation and amortization (including amortization of film contracts) and other non-cash charges that are (a) not attributable to subsidiaries whose net income is subject to clause (v) or (vi) of the first bullet above and (b) not in the nature of provisions for future cash payments, minus

	•		the amount of cash taxes paid or accrued with respect to such period (including provision for taxes payable in future periods) to the extent exceeding the amount of tax expense deducted in determining net income, minus

	•		~~dividends paid or declared with respect to such period and amounts committed or paid to purchase equity interests in Clear Channel or derivatives thereof with respect to such period, minus~~

	•		~~capital expenditures made in cash or accrued with respect to such period, minus~~

	•		~~with respect to any income realized outside of the United States, any amount of taxes that would be required to be paid in order to repatriate such income to the United States, minus~~

	•		~~cash payments made or scheduled to be made with respect to film contracts.~~

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Cash Consideration.

Clear Channel Stock Options

Prior to ~~___, 2007,~~the Election Deadline, except as otherwise agreed by the Fincos, Holdings and a holder of Clear Channel stock options, each holder of an outstanding Clear Channel stock option that remains outstanding and unexercised prior to the Election Form Record Date (as defined below), whether vested or unvested may irrevocably elect to convert such option (on a net share basis) into Net Electing Option Share(s) and further elect to receive the Stock Consideration for such Net Electing Option Share(s) (subject to proration) as more fully described below under the headings “Election Procedures” and “Proration Procedures”). If a holder of Clear Channel stock options does not make a valid election to convert such options into Net Electing Option Shares and a valid Stock Consideration election (each as described below), then such Clear Channel stock option, whether vested or unvested, will automatically become fully vested and convert into the right at the ~~Effective Time~~effective time of the merger to receive a cash payment (without interest and less applicable withholding taxes) calculated as follows: the product of (i) the excess, if any, of the Cash Consideration

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plus any Additional Consideration over the exercise price per share of Clear Channel stock option and (ii) the number of shares of Clear Channel common stock issuable upon exercise of such Clear Channel stock option (the “Option Payment”). As of the ~~Effective Time,~~effective time of the merger, subject to certain exceptions, Clear Channel stock options will no longer be outstanding and will automatically cease to exist, and the holders thereof will no longer have any rights with respect to such Clear Channel stock options, except the right to receive the Merger Consideration or cash payment described above.

Clear Channel Restricted Stock

As of the ~~Effective Time,~~effective time of the merger, except as otherwise agreed by the Fincos and a holder of shares of Clear Channel restricted stock, each share of Clear Channel restricted stock that remains outstanding as of the ~~Effective Time,~~effective time of the merger, whether vested or unvested, will automatically become fully vested and become free of restriction and will be cancelled and converted into the right to receive, at the election of the holder of record thereof, the Cash Consideration or the Stock Consideration at the election of the holder of record and subject to proration (as more fully described under the headings “Election Procedures” and “Proration Procedures” below). ~~Any unaffiliated~~Except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock, any holder of restricted shares of Clear Channel common stock who would like to make a Stock Election with respect to such shares, must do so prior to~~, 2007~~ the Election Deadline using the procedures described below. The Fincos and Merger Sub have informed Clear Channel that they anticipate converting approximately 636,667 unvested shares of Clear Channel restricted stock held by management and employees pursuant to the May 2007 grant into restricted stock of Holdings on a one for one basis. Such unvested shares of restricted stock will be treated as Rollover Shares.

Election Procedures

Each holder of Public Shares who is a holder as of the record date for the Shareholders’ Meeting (the “Election Form Record Date”) is entitled to make an election to receive either the Cash Consideration (a “Cash Election”) or the Stock Consideration (a “Stock Election”) with respect to all Public Shares held on the Election Form Record Date. Any Stock Elections made prior to May 13, 2008, have been voided and cancelled and all letters of transmittal delivered prior to May 13, 2008, have been cancelled and no longer have any effect. Holdings and Merger Sub have instructed the paying agent to return all physical stock certificates of Public Shares and letters of transmittal with respect to book entry shares received by the paying agent prior to May 13, 2008.

You will be required to deliver a letter of transmittal together with stock certificates or book-entry shares evidencing all of the shares for which you make a Stock Election prior to the Election Deadline. For purposes of the merger agreement, a holder of Public Shares who does not make a valid election prior to ~~5:00 p.m. New York City time on~~ the ~~business day immediately preceding the Clear Channel shareholders’ meeting (the “Election Deadline”),~~Election Deadline, including any failure to return the form of election prior to the Election Deadline, any revocation of a form of election or any failure to properly complete the form of election, or any failure to submit a letter of transmittal (including stock certificates or book-entry shares) will be deemed to have elected to receive the Cash Consideration for each Public Share. Holdings may, in its sole discretion reject all or any part of a Stock Election made by a non-U.S. person, if Holdings determines that the rejection would be reasonable in light of the requirements of Article VIII, Section 6 of Clear Channel’s by-laws or Article X of Holdings’ ~~second~~third amended and restated certificate of incorporation or such rejection is otherwise advisable to facilitate compliance with FCC restrictions on foreign ownership. ~~Holdings may also reject all or any part of a Stock Election if such election is made in contravention of an agreement entered into between Fincos and a member of the Clear Channel board of directors.~~ In the event that a Stock Election or portion of a Stock Election is rejected then the holder making the rejected Stock Election will be deemed to have made a Cash Election with respect to the holder’s shares of Clear Channel common stock subject to the rejected Stock Election.

Each person ~~(other than an affiliated holder)~~ who holds Clear Channel stock options on the Election Form Record Date is also entitled to make a Stock Election with respect to any Net Electing Option Share held by such holder by submitting a form of election specifying (i) the number of Clear Channel stock options that the holder irrevocably commits to exercise immediately prior to the ~~Effective Time~~effective time of the merger and (ii) the corresponding number of Net Electing Option Shares that the holder desires to convert into the Stock Consideration (i.e. paying the exercise price using the value of the shares of Clear Channel common stock underlying such Clear Channel stock option). and a letter of transmittal together with a stock option agreement or other evidence of ownership, as applicable. Any holder of Clear Channel stock options who fails to properly submit a form of election and a letter of transmittal together with a stock option agreement or other evidence of ownership, as applicable, on or before the Election Deadline will be deemed to have failed to make an election and such holder’s Clear Channel stock options will be treated as if no Stock Election for the Net Electing Option Shares was made, as described in the section titled “Clear Channel Stock Options” above, and will be converted into the right to receive a cash payment at the ~~Effective Time.~~effective time of the merger. Any Stock Election with respect to Clear Channel stock options will be subject to the procedures (including with regard to acceptance and rejection) described in the preceding paragraph.

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All Stock Elections with respect to Clear Channel ~~Common Stock~~common stock and Net Electing Option Shares may be revoked at any time prior to the Election Deadline. If you revoke your Stock Election and withdraw your Public Shares prior to the Election Deadline, the

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paying agent will return the stock certificates or book-entry shares representing the withdrawn shares to you. From and after the Election Deadline, all Stock Elections will be irrevocable.

Proration Procedures

Pursuant to the merger agreement, the maximum aggregate number of Public Shares and Net Electing Option Shares that may be converted to shares of Holdings Class A common stock pursuant to Stock Elections may not exceed ~~30,612,245~~30% of the total number of shares of capital stock of Holdings outstanding as of the closing date (the “Maximum Stock Election Number”). In the event that the holders elect to convert an aggregate number of Public Shares and Net Electing Option Shares exceeding the Maximum Stock Election Number, each holder who elected to convert Public Shares and/or Net Electing Option Shares into shares of Holdings Class A common stock will ~~receive:~~

receive a pro-rata number of shares of Holdings Class A common stock determined in the following manner:

	•		a proration factor will be determined by dividing the Maximum Stock Election Number by the total number of Public Shares and Net Electing Option Shares for which holders have made valid Stock Elections (“Stock Election Shares”); and

	•		with respect to each form of election submitted by a record holder of Public Shares and/or Clear Channel stock options, the number of Stock Election Shares will be converted into the right to receive a number of shares of Holdings Class A common stock (plus the Additional Consideration, if any, which will be paid in cash) equal to the product of ~~(x)~~(A) the proration factor times ~~(y)~~(B) the total number of Stock Election Shares reflected on such form of ~~election;~~election (the result of such calculation, the “Prorated Shares”); plus

	•		the right to receive the Cash Consideration with respect to the Public Shares and Net Electing Option Shares elected to be converted into Holdings Class A common stock which are not converted into shares of Holdings Class A common stock.

Notwithstanding the above proration procedures,

	•		if Highfields Management makes a Stock Election with respect to at least the number of Highfields’ Escrow Shares (as defined below), then the number of Highfields’ Prorated Shares shall be equal to the Sponsor Investment Factor (as defined below) multiplied by the Highfields Escrow Shares (but in no event will Highfields’ Prorated Shares be reduced below 6,805,855 shares or exceed 11,111,112 shares), and

	•		if the Abrams Investors make a Stock Election with respect to at least the number of Abrams Escrow Shares (as defined below), then the number of Abrams’ Prorated Shares shall be equal to the Sponsor Investment Factor multiplied by the Abrams Escrow Shares (but in no event will Abrams’ Prorated Shares be reduced below 1,666,667 shares or exceed 11,111,112 shares).

For purposes of the foregoing, the term “Sponsor Investment Factor” is defined to mean the fraction, (x) the numerator of which is an amount, expressed in dollars, equal to the total equity investment in Holdings made, directly or indirectly, by all Sponsor Subscribers (as defined in the merger agreement) on or before the closing date of merger and (y) the denominator of which is $2,400,000,000. The Highfields and Abrams Investor Stock Elections will be proportionately reduced to correspond with any reduction of equity investments by the Sponsors and their affiliates and coinvestors.

If pursuant to a single form of election (and after proration, if any), a holder of Public Shares and/or Net Electing Option Shares will receive more than 11,111,112 shares of Holdings Class A common stock ~~representing more than 9.9% of the shares of Holdings Class A common stock outstanding as of the Effective Date~~ (the “Individual Cap”), the number of shares of Holdings Class A common stock to be received by such holder will be reduced to the number of shares equal to the Individual Cap. In addition, the holder will receive Cash Consideration for the number of shares of Public Shares and/or Net Electing Option Shares that are cut back. The number of shares of Public Shares and/or Net Electing Option Shares that are cut back will be reallocated pro rata to holders who have not received the number of shares of Holdings Class A common stock covered by such holders’ valid Stock Elections; provided that such holders have not exceeded their respective Individual Caps. The allocation process will continue until the Maximum Stock Election Number is reached or all holders who have elected Stock Consideration have reached their Individual Cap. Any Public Shares that will not be converted into Stock Consideration as a result of cutback or proration will be converted into Cash Consideration.

If a beneficial holder of Public Shares so elects, that holder may submit a written request to the paying agent prior to the election deadline to have the Individual Cap apply with respect to all Public Shares beneficially owned by that holder and held of record through multiple accounts or record holders, together with other information reasonably requested by the paying agent. In the absence of such request, the Individual Cap will apply, in the case of Public Shares represented by a physical stock certificate, to each holder

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of record of those Public Shares, and in the case of book entry shares, to each account in which those shares are held on the books of a brokerage firm or other institution that holds Public Shares on behalf of beneficial owners.

~~Exchange and Payment Procedures~~Additional Equity Consideration

In certain circumstances, at the ~~event that~~election of Holdings, the ~~Clear Channel shareholders approve~~Cash Consideration may be reduced by the ~~merger,~~Additional Equity Consideration. The Additional Equity Consideration is an amount equal to the paying and exchange agent (the “paying agent”) selected by Holdings and Merger Sub (and reasonably acceptable to Clear Channel) will coordinate with Merger Sub, Holdings and Clear Channel to perform lesser of:

	•		$1.00, or

	•		a fraction equal to:

the ~~proration~~positive difference between:

	•		the total funds that Holdings determines it needs to fund the Merger, the Merger-related expenses, and Clear Channel’s cash requirements (such funds referred to as “Uses of Funds”), and

	•		the sources of funds available to Merger Sub from borrowings, equity contributions, Stock Consideration and Clear Channel’s available cash (such funds referred to as “Sources of Funds”), divided by,

the ~~Stock Elections described above and promptly after the shareholders’ meeting, notify each holder who made a valid Stock Election of the~~total number of Public Shares ~~and Net Electing Option Shares which~~that will receive the Cash Consideration

Consequently, if Holdings’ Uses of Funds exceeds its Sources of Funds, Holdings may reduce the Cash Consideration to be paid to holders of Clear Channel common stock by an amount not to exceed 1/36^th of the amount of Cash Consideration that is otherwise converted into the right to receive the Cash Consideration, and, in lieu thereof, issue shares of Holdings Class A common stock up to a cap of $1.00 for every share of Clear Channel common stock. If the Stock ~~Consideration.~~Election is fully subscribed, it is unlikely that any portion of the shares of Clear Channel stock for which a Cash Election is made will be exchanged for shares of Holdings’ Class A common stock, although Holdings retains the right to do so.

Exchange and Payment Procedures; Shareholder Rules

Each Clear Channel shareholder will be required to deliver to the paying agent a letter of transmittal together with stock certificates or book-entry shares evidencing all of the shares for which such holder has elected to receive Stock Consideration at the time the Stock Election is made. The deadline for Stock Elections is 5:00 p.m. New York City time on , 2008 (the fifth business day prior to the shareholders meeting).

The paying agent may reject any Stock Election that is not accompanied by a letter of transmittal (including stock certificates and ~~each~~book-entry shares). Each holder of Clear Channel stock option(s) will be required to ~~submit~~deliver to the paying agent ~~certificates~~a letter of transmittal together with a stock option agreement or ~~book-entry shares,~~other evidence of ownership, as applicable, representing the ~~shares and~~ stock options to be converted into the Stock ~~Consideration (together with~~Consideration. If a holder does not timely submit a properly executed ~~letters~~letter of ~~transmittals in the form distributed by~~transmittal together with a stock option agreement or other evidence of ownership, as applicable, the paying ~~agent) within 30 days of the receipt of such notice. The failure of any holder to timely submit certificates or book-entry shares, as applicable, representing the Clear Channel common stock or Clear~~

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~~Channel stock options underlying the Net Electing Option Shares and properly executed letters of transmittal will result in the rejection of~~agent may reject the applicable Stock Election. Any holder whose Stock Election is rejected due to such failure shall be deemed to have made a Cash Election with respect to such Public Shares and Net Electing Option Shares and shall be entitled only to the Cash Consideration for such shares. Any Public Shares that will not be converted into Stock Consideration as a result of cutback or proration will be converted into Cash Consideration, and all stock certificates or book-entry shares underlying such shares will be returned to the holder of such shares.

On the closing date of the merger, promptly following the ~~Effective Time,~~effective time of the merger, the surviving corporation and Holdings will deposit or cause to be deposited with the paying agent (i) cash in an amount equal to the aggregate amount of the Cash Consideration to be paid, (ii) certificates or book entry shares representing Holdings Class A common stock in an amount equal to the aggregate amount of Stock Consideration, (iii) cash in an amount equal to the aggregate amount of cash payments to be paid in lieu of any fractional shares, and (iv) cash in an amount equal to the total amount of Option Payments to be paid.

Appropriate transmittal materials will be provided to the holders of Clear Channel common stock certificates, book-entry shares or Clear Channel stock options not previously submitted to the paying agent promptly following the ~~Effective Time,~~effective time of the merger, and in any event not later than the second business day following the ~~Effective Time,~~effective time of the merger, informing the holders of the effectiveness of the merger and the procedure for surrendering Clear Channel common stock share certificates, option certificates and book-entry

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shares. After holders surrender their certificates or book-entry shares and submit properly completed and executed transmittal materials to the paying agent, the surrendered certificates will be canceled and those holders will be entitled to receive in exchange therefor the Cash Consideration, for each share of Clear Channel common stock represented by the surrendered and canceled certificates, and the cash payment, for any Clear Channel stock options. The ~~Paying Agent~~paying agent will deliver the Cash Consideration or cash payment contemplated to be paid per outstanding share or option within 20 business days of the later to occur of the ~~Effective Time~~effective time of the merger or the paying agent’s receipt of the certificates or book-entry shares representing those securities.

Pursuant to the terms of the Settlement Agreement, the letter of transmittal to be submitted by each shareholder of Clear Channel executing and delivering a letter of transmittal, in connection with the payment of the Merger Consideration, effective as of the Closing, releases each of the Releasing Parties from all Claims that such shareholder ever had, now has or subsequently may have against the released party from the beginning of the world through the Closing Date with respect to the Released Matters.

Following the ~~Effective Time,~~effective time of the merger, there will be no further transfers of Clear Channel common stock. Any certificate presented to the surviving corporation for transfer (other than those certificates representing dissenting shares) after the ~~Effective Time~~effective time of the merger will be canceled and exchanged for the Cash Consideration with respect to each share of Clear Channel common stock represented by the certificate.

Any portion of the Merger Consideration or any cash payment with respect to Clear Channel stock options deposited with the paying agent that remains undistributed to holders of certificates, book-entry shares, Clear Channel stock options, or restricted shares one year after the ~~Effective Time~~effective time of the merger will be delivered, if cash, to the surviving corporation, and, if shares of Holdings Class A common stock, to Holdings, together with interest and other income received by the paying agent. Holders of Clear Channel common stock and/or Clear Channel stock options who at that time have not yet complied with the exchange procedures outlined above will be required to look to the surviving corporation and Holdings, as general creditors of the surviving corporation, for payment of their claim for cash, without interest, that may be payable upon surrender of their share certificates.

Representations and Warranties

The merger agreement contains representations and warranties of the parties to the merger agreement, ~~made~~which may not be intended as statements of facts, but rather as a way of allocating risk to ~~and solely for~~one of the ~~benefit of each other.~~parties if those statements prove inaccurate. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing of the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 23 and that modify, qualify and create exceptions to the representations and warranties contained in the merger agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, because (i) they were made only as of the date of the original merger agreement, Amendment No. 1, Amendment No. 2 or Amendment No. 2,3, as applicable, or a prior specified date, (ii) in some cases they are subject to qualifications with respect to materiality and knowledge, and (iii) they are modified in important part by the underlying disclosure schedules. Clear Channel’s disclosure schedules contain information that has been included in Clear Channel’s prior public disclosures, as well as non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, Amendment No. 1, Amendment No. 2 or Amendment No. 2,3, as applicable, which subsequent information may or may not be fully reflected in Clear Channel’s public disclosures.

Clear Channel makes various representations and warranties in the merger agreement that are subject, in some cases, to exceptions and qualifications (including exceptions that do not create a Material Adverse Effect on Clear Channel (as defined below)). Clear Channel’s representations and warranties relate to, among other things:

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	•		Clear Channel’s and its subsidiaries’ due organization, valid existence, good standing and qualification to do business;

	•		Clear Channel’s and its subsidiaries’ articles of incorporation, bylaws and other organizational documents;

	•		Clear Channel’s capitalization, including in particular the number of issued and outstanding shares of Clear Channel common stock, Clear Channel stock options and warrants and Clear Channel restricted stock outstanding;

	•		Clear Channel’s corporate power and authority to enter into the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 2,3, and to consummate the transactions contemplated by the merger agreement and perform its obligations under Amendment No. 1, Amendment No. 2 and Amendment No. 2;3;

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	•		the approval and recommendation of the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 2,3, and the approval of the merger and the other transactions contemplated by the merger agreement by the board of directors (except that the board of directors did not, and will not, make any recommendation to the shareholders with respect to the Stock Consideration);

	•		the required vote of Clear Channel’s shareholders in connection with the approval and adoption of the merger agreement;

	•		the absence of certain specified violations of, or conflicts with, Clear Channel’s governing documents, applicable law or certain agreements as a result of entering into the merger agreement and consummating the merger;

	•		the required consents and approvals of governmental entities in connection with consummation of the merger and the other transactions contemplated by the merger agreement;

	•		compliance with applicable laws and permits, including FCC licenses;

	•		our SEC forms, documents, registration statements and reports since December 31, 2004, and to Clear Channel’s knowledge, the SEC forms, documents, registration statements and reports of Clear Channel Outdoor since November 2, 2005, including the financial statements contained therein;

	•		our disclosure controls and procedures and internal controls over financial reporting;

	•		the absence of a Material Adverse Effect on Clear Channel and certain other changes or events related to Clear Channel or its subsidiaries since December 31, 2005;

	•		the absence of certain undisclosed liabilities;

	•		the absence of legal proceedings and governmental orders against Clear Channel;

	•		taxes;

	•		the absence of any untrue statement of a material fact or omission of a material fact required to be stated in this proxy statement/prospectus or any other document filed with the SEC in connection with the merger;

	•		our material contracts;

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	•		employment and labor matters affecting Clear Channel or Clear Channel’s subsidiaries, including matters relating to ~~the~~ Clear Channel’s or its subsidiaries’ employee benefit plans;

	•		the inapplicability to the merger agreement and the merger of restrictions imposed on business combinations by Article 13 of the Texas Business Corporation Act;

	•		the receipt by the board of directors of a fairness opinion from Goldman Sachs and the receipt by the special advisory committee of the board of directors of an opinion from Lazard (except that the fairness opinion delivered in connection with Amendment No. 2 was an opinion from Goldman Sachs and did not opine on the shares held by the members of the board of directors of Clear Channel, which shares are subject to separate agreements with the Fincos described in the section titled “The Merger Agreement — Treatment of Common Stock and Other Securities — Clear Channel Common Stock”); and

	•		the absence of undisclosed brokers’ fees.

For purposes of the merger agreement, “Material Adverse Effect on Clear Channel” means any event, state of facts, circumstance, development, change, effect or occurrence that has had or would reasonably be expected to have a material adverse effect on the business condition (financial or otherwise), operations or results of operations of Clear Channel and its subsidiaries, taken as a whole. However, any event, state of facts circumstance, development, change, effect or occurrence resulting from the following matters will not be taken into account in determining whether there has been a Material Adverse Effect on Clear Channel and will not constitute a Material Adverse Effect on Clear Channel:

	•		changes in general economic or political conditions or the securities, credit or financial markets in general, in each case, generally affecting the general television or radio broadcasting, music, internet, outdoor advertising or event industries;

	•		general changes or developments in the general television or radio broadcasting, music, internet or event industries, including general changes in law or regulation across such industries;

	•		the announcement of the merger agreement or the pendency or consummation of the merger;

	•		the identity of Merger Sub, the Sponsors or any of their affiliates as the acquirer of Clear Channel;

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	•		compliance with the terms of, or the taking of any action required by, the merger agreement or consented to by the Fincos;

	•		any acts of terrorism or war (other than any of the foregoing that causes any damage or destruction to or renders unusable any facility or property of Clear Channel or any of its subsidiaries);

	•		changes in generally accepted accounting principles or the interpretation thereof;

	•		any weather related event; or

	•		any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of the failure will be considered in determining whether there is a Material Adverse Effect on Clear Channel).

The events summarized in the first two bullet points above will not be taken into account in determining whether there has been a Material Adverse Effect on Clear Channel except to the extent those changes or developments would reasonably be expected to have a materially disproportionate impact on Clear Channel and its subsidiaries, taken as a whole, relative to other for-profit participants in the industries and in the geographic markets

~~127~~

in which Clear Channel conducts its businesses after taking into account the size of Clear Channel relative to such other for-profit participants.

The merger agreement also contains various representations and warranties made jointly and severally by the Fincos, Holdings and Merger Sub that are subject, in some cases, to exceptions and qualifications (including exceptions that do not create a Holdings Material Adverse Effect (as defined below)). The representations and warranties relate to, among other things:

	•		their due organization, valid existence and good standing;

	•		their ~~certificate~~certificates of incorporation, bylaws and other organizational documents;

	•		their power and authority to enter into the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 2,3, and to consummate the transactions contemplated by the merger agreement and perform their obligations under Amendment No. 1, Amendment No. 2 and Amendment No. 2;3;

	•		the absence of violations of, or conflicts with, their governing documents, applicable law or certain agreements as a result of entering into the merger agreement and consummating the merger;

	•		the required consents and approvals of governmental entities in connection with the transactions contemplated by the merger agreement;

	•		their qualification under the Communications Act to hold FCC licenses;

	•		the absence of litigation and government orders against the Fincos, Holdings and Merger Sub;

	•		the Fincos’ and Merger Sub’s ability to secure financing for the merger;

	•		the delivery of limited guarantees of certain of the obligations of the Fincos and Merger Sub executed by each of the Sponsors;

	•		the capitalization of Holdings, Merger Sub and any other subsidiaries of Holdings;

	•		the absence of undisclosed broker’s fees;

	•		the absence of any untrue statement of a material fact or omission of a material fact required to be stated in any information supplied by the Fincos, Merger Sub or Holdings for inclusion in this proxy statement/prospectus; and

	•		the solvency of the surviving corporation and Holdings following the consummation of the merger.

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For purposes of the merger agreement, a “Holdings Material Adverse Effect” means any event, state of facts, circumstance, development, change, effect or occurrence that is materially adverse to the business, financial condition or results of operations of Holdings and Holdings’ subsidiaries taken as a whole or may reasonably be expected to prevent or materially delay or materially impair the ability of Holdings or any of its subsidiaries to consummate the merger and the other transactions contemplated by the merger agreement.

The representations and warranties in the merger agreement of each of Clear Channel, the Fincos, Holdings and Merger Sub will terminate at the earlier of the ~~Effective Time~~effective time of the merger and the termination of the merger agreement pursuant to its terms.

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Conduct of Clear Channel’s Business Pending the Merger

Under the merger agreement, Clear Channel has agreed that, subject to certain exceptions, between November 16, 2006 and the completion of the merger, unless the Fincos give their prior written consent:

	•		Clear Channel and its subsidiaries will conduct business in the ordinary course and consistent with past practice in all material respects; and

	•		Clear Channel and its subsidiaries will use their reasonable best efforts to preserve substantially intact Clear Channel’s business organizations and to keep available the services of certain senior executive officers.

Clear Channel also has agreed that, during the same time period, subject to certain exceptions, neither Clear Channel nor any of its subsidiaries will take any of the following actions, unless the Fincos give their prior written consent:

	•		amend Clear Channel’s articles of incorporation or bylaws or the organizational documents of its subsidiaries;

	•		issue, sell, pledge, dispose, encumber or grant any equity securities or convertible securities of Clear Channel or its subsidiaries;

	•		acquire any business organization or any division thereof or any material amount of assets with a purchase price in excess of $150 million in the ~~aggregate;~~aggregate for the period from November 17, 2006 to May 13, 2008 and $100 million in the aggregate for the period following May 13, 2008;

	•		adjust, recapitalize, reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any equity securities or convertible securities of Clear Channel or its subsidiaries;

	•		~~other than with respect to the payment by Clear Channel of a regular quarterly dividend, as and when normally paid, not to exceed $0.1875 per share,~~ declare, set aside for payment or pay any dividend payable in cash, property or stock on, or make any other distribution in respect of, any shares of its capital ~~stock;~~stock (other than certain regular quarterly dividends that were paid before May 11, 2008);

	•		create, incur, guarantee or assume any indebtedness except for indebtedness: (i) incurred under Clear Channel’s or a subsidiary’s existing credit facilities, and certain permitted refinancings, (ii) for borrowed money incurred pursuant to agreements in effect prior to the execution of the merger agreement, (iii) incurred prior to May 13, 2008 as otherwise required in the ordinary course of Clear Channel’s business consistent with past practice, or (iv) in an aggregate principal amount not to exceed $250 million;

	•		make any material change to its methods of accounting in effect at December 31, 2005, except as required by generally accepted accounting principles, Regulation S-X of the Exchange Act, as required by a governmental authority, as required by a change in applicable law, or as disclosed in the documents filed by Clear Channel with the SEC prior to November 16, 2006;

	•		adopt or enter into a plan of restructuring, recapitalization or other reorganization (other than the merger and other than transactions exclusively between Clear Channel and its subsidiaries or between Clear Channel’s subsidiaries, in which case, the Fincos’ consent will not be unreasonably withheld or delayed);

	•		sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any lien (other than permitted liens) or otherwise dispose of any asset or any portion of its properties or assets with a sale price in excess of $50 ~~million;~~million (other than certain permitted dispositions);

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	•		make any material change in any method of tax accounting or any annual tax accounting period, make, change or rescind any material tax election, participate in any settlement negotiations concerning United States federal income taxes in respect of the 2003 or subsequent tax year, settle or compromise any material tax liability, audit claim or assessment, surrender any right to claim for a material tax refund, file any amended tax return involving a material amount of additional taxes, enter into any closing agreement relating to material taxes, or waive or extend the statute of limitations in respect of material taxes other than pursuant to extensions of time to file tax returns obtained in the ordinary course of ~~business;~~business, provided, that, Clear Channel shall calculate the amount of estimated taxes that are owed by Clear Channel during the period from July 1, 2008 to September 30, 2008 based on the assumption that the closing of the transaction will occur on or before September 30, 2008;

	•		grant any stock options, restricted shares or other rights to acquire any of Clear Channel’s or its subsidiaries’ capital stock or take any action to cause to be exercisable any otherwise unexercisable options under any of Clear Channel’s option plans, except as may be required under any option plans or an employment agreement or pursuant to any customary grants made to employees at fair market value (provided that the number of shares of Clear Channel common stock thereunder will not exceed 0.25% of the outstanding shares of Clear Channel common stock as of the close of business on November 10, 2006);

	•		increase the compensation or other benefits payable to (i) current or former directors (including L. Lowry Mays, Mark P. Mays, and Randall T. Mays in their capacities as executive officers of Clear Channel), (ii) any other senior executive officers of Clear Channel by an amount exceeding a specified amount agreed upon by Clear Channel and the Fincos, or (iii) other employees except in the ordinary course of business consistent with past practices;

	•		grant any severance or termination pay to, or enter into any severance agreement with, any current or former director, executive officer or employee of Clear Channel or any of its subsidiaries, except as are required in accordance with any benefit plan of Clear Channel and in the case of employees other than the senior executive officers, other than in the ordinary course of business consistent with past practice;

	•		enter into any employment agreement with any director, executive officer or employee of Clear Channel or any of its subsidiaries, except (i) employment agreements to replace a departing executive officer or employee upon substantially similar terms, (ii) employment agreements with on-air talent, (iii) new employment agreements entered into in the ordinary course of business providing for compensation not in excess of $250,000 annually and with a term of no more than two years, or (iv) extensions of employment agreements other than agreements with senior executive officers in the ordinary course of business consistent with past practice;

	•		adopt, approve, ratify, enter into or amend any collective bargaining agreement, side letter, memorandum of understanding or similar agreement with any labor union;

	•		adopt, amend or terminate any benefit plan of Clear Channel or any retention, ~~change in control,~~change-in-control, profit sharing, or severance plan or contract for the benefit of any of Clear Channel’s current or former directors, officers, or employees or any of their beneficiaries, except for any amendment to comply with Section 409(A) of the ~~Code.~~Code and retention bonus arrangements in amounts not exceeding $1.5 million.

	•		make any capital expenditure in excess of ~~$50~~$70 million individually, or ~~$100~~$200 million in the aggregate, except for any capital expenditures in aggregate amounts consistent with past practice or as required pursuant to new contracts entered into in the ordinary course of business;

	•		make any investment in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any person in excess of ~~$25~~$50 million in the aggregate for all such investments, loans or advances, other than an investment in, or loan or advance to, a subsidiary of Clear Channel, provided that (other than travel and similar advances in the ordinary course of business) Clear Channel will not make any loans or advances to any senior executive officer;

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	•		settle or compromise any material claim, suit, action, arbitration or other proceeding, provided that Clear Channel may settle or compromise any claim that is not related to the merger agreement or the transactions contemplated hereby that do not exceed $10 million individually, or $30 million in the aggregate, and do not impose any material restriction on the business or operations of Clear Channel or its subsidiaries;

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	•		except with respect to certain permitted divestitures, without the Fincos’ consent (which consent may not be unreasonably withheld, delayed or conditioned), enter into any local marketing or similar agreement in respect of the programming of any radio or television broadcast station or contract for the acquisition or sale of any radio broadcast station, television broadcast station or daily newspaper or of any equity or debt interest in any person that directly or indirectly has an attributable interest in any radio broadcast station, television broadcast station or daily newspaper;

	•		make any amendment or modification to, or give any consent or grant any waiver under, that certain Master Agreement, dated as of November 16, 2005, by and between Clear Channel and Clear Channel Outdoor (the “Master Agreement”) to permit Clear Channel Outdoor to issue any capital stock, options or other securities, consolidate or merge with another person, declare or pay any dividend, sell or encumber any of its assets, amend, modify, cancel, forgive or assign any intercompany notes or amend, terminate or modify the Master Agreement or the Corporate Services Agreement, dated November 16, 2005, between Clear Channel Management Services, L.P. and Clear Channel Outdoor;

	•		enter into any transaction, agreement, arrangement or understanding between Clear Channel or any of its subsidiaries, on the one hand, and any affiliate of Clear Channel (other than its subsidiaries) on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K that involves more than $100,000;

	•		adopt any takeover defenses or take any action to render any state takeover statutes inapplicable to any transaction other than the transactions contemplated by the merger agreement; or

	•		authorize or enter into any written agreement or otherwise make any commitment to do any of the foregoing.

FCC Matters

Until the ~~Effective Time,~~effective time of the merger, Clear Channel has agreed to: (i) use its reasonable best efforts to comply with all material requirements of the FCC applicable to the operation of Clear Channel’s ~~television and~~ radio stations, (ii) promptly deliver to the Fincos copies of any material reports or applications filed with the FCC, (iii) promptly notify the Fincos of any inquiry, investigation or proceeding initiated by the FCC relating to Clear Channel’s ~~television and~~ radio stations, which if determined adversely, would be reasonably likely to have a Material Adverse Effect on Clear Channel, and (iv) not make or revoke any election with the FCC that would have, in the aggregate, a Material Adverse Effect on Clear Channel.

Shareholders’ Meeting

Unless the merger agreement is terminated, Clear Channel is required to establish a record date for, duly call, give notice of, convene and hold a special meeting of shareholders of Clear Channel for the purpose of voting upon the approval and adoption of the merger agreement and approval of the merger. Clear Channel is required to recommend that Clear Channel’s shareholders vote in favor of the approval and adoption of the merger agreement and the approval of the merger, except that Clear Channel will not be obligated to recommend to its shareholders the adoption of the merger agreement or the approval of the merger if the board of directors, in accordance with the merger agreement changes, qualifies, withdraws or modifies in any manner adverse to the Fincos its recommendation that Clear Channel’s shareholders vote in favor of the approval and adoption of the merger agreement and the approval of the merger. Clear Channel is also required to use its commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of the merger agreement and the approval of the merger and to take all other actions necessary or advisable

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to secure the vote or consent of its shareholders required by the rules of the NYSE and applicable law, unless the board of directors, in accordance with the merger agreement changes, qualifies, withdraws or modifies in any manner adverse to the Fincos its recommendation that Clear Channel’s shareholders vote in favor of the approval and adoption of the merger agreement and the approval of the merger.

Appropriate Actions

The parties agreed in the merger agreement to use their respective reasonable best efforts to consummate the merger, including, (i) in the case of the Fincos, the obtaining of all necessary approvals under any applicable communication laws required in connection with the merger, (ii) obtaining all necessary actions or non-actions, consents and approvals from governmental authorities or other persons and taking all reasonable steps as may be necessary to obtain approval from, or to avoid an action or proceeding, by any governmental authority or other persons necessary to consummate the merger, (iii) defending any lawsuits or legal proceedings challenging the merger, including seeking to have any stay or temporary restraining order vacated or reversed, and (iv) executing and delivering any additional instruments necessary to consummate the merger.

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~~Pursuant to the merger agreement, the Fincos and Clear Channel filed on December 12, 2006, all applications necessary in order to obtain~~On January 24, 2008, the FCC ~~Consent.~~

approved the applications to transfer Clear Channel. The Fincos have agreed to promptly take any and all steps necessary to avoid or eliminate every impediment and obtain all consents under any antitrust, competition or communications or broadcast law (including the FCC media ownership rules), that may be required by any governmental authority to enable the parties to consummate the merger as promptly as practicable, including committing to or effecting, by consent decree, hold separate order, trust or otherwise, the divestiture (as defined above under “Regulatory Approvals”) of such assets or businesses as are required to be divested in order to obtain the FCC Consent or to avoid the entry of, or to effect the dissolution of or vacate or lift any order, that would otherwise have the effect of preventing or materially delaying the consummation of the merger.

~~The parties have agreed that if the FTC or the Antitrust Division of the U.S. Department of Justice has not granted the necessary approvals~~waiting period under the HSR Act as of August 16, 2007, then if Clear Channel’s and the Fincos’ respective antitrust counsel, in their professional judgment, jointly determine that a divestiture is required to obtain the necessary approvals under the HSR Act, they will provide notice of such determination to the Fincos and the Fincos have agreed promptly, and in any event by November 15, 2007, to implement the divestiture.expired on February 13, 2008.

Access to Information

Until the earlier of the ~~Effective Time~~effective time of the merger or the termination of the merger agreement, except as otherwise prohibited by applicable law or the terms of any contract entered into prior to November 16, 2006 or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege, Clear Channel will, and will cause each of its subsidiaries to, (i) provide to the Fincos and their respective officers, directors, employees, accountants, consultants, legal counsel, permitted financing sources, agents and other representatives (the “Fincos’ Representatives”) reasonable access during normal business hours to Clear Channel’s and certain material subsidiaries’ officers, employees, offices and other facilities, properties, books, contracts and records and other information as the Fincos may reasonably request regarding the business, assets, liabilities, employees and other aspects of Clear Channel and its subsidiaries, (ii) permit the Fincos to make copies and inspections thereof as the Fincos may reasonably request, and (iii) furnish promptly to the Fincos such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Clear Channel and its subsidiaries as the Fincos or the Fincos’ Representatives may reasonably request. In addition, during such time, Clear Channel will provide the Fincos and the Fincos’ Representatives copies of each unaudited monthly consolidated balance sheet of Clear Channel for the month then ended and related statements of earnings, and cash flows in the form and promptly following such time as they are provided or made available to Clear Channel’s senior executive officers.

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Solicitation of Alternative Proposals

The merger agreement provides that through 11:59 p.m. Eastern Standard Time on December 7, 2006 (the “No-Shop Period Start Date”), Clear Channel was permitted to:

	•		initiate, solicit and encourage Competing Proposals from third parties, including by way of providing access to non-public information to third parties pursuant to a confidentiality agreement; and

	•		participate in discussions or negotiations regarding, and take any other action to facilitate any Competing Proposal.

On the No-Shop Period Start Date, Clear Channel agreed to advise the Fincos of the number and identities of the parties making a bona fide written Competing Proposal that the board of directors or any committee thereof believed in good faith after consultation with Clear Channel’s outside legal and financial advisors, constituted or could reasonably be expected to lead to a Superior Proposal (as defined below) (any such proposal, an “Excluded Competing Proposal”) and provide to the Fincos (within two calendar days) written notice specifying the material terms and conditions of any such Excluded Competing Proposal. Clear Channel did not receive any Competing Proposals prior to that time.

Commencing on the No-Shop Period Start Date Clear Channel agreed to:

	•		immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted prior these dates with respect to any actual or potential Competing Proposal; and

	•		with respect to parties with whom discussions or negotiations have been terminated on, prior to or subsequent to November 16, 2006, use its reasonable best efforts to obtain the return or the destruction of, in accordance with the terms of the applicable confidentiality agreement, any confidential information previously furnished by it.

From and after the No-Shop Period Start Date until the earlier of the ~~Effective Time~~effective time of the merger or the date, if any, on which the merger agreement is terminated, Clear Channel agreed not to:

	•		initiate, solicit, or knowingly facilitate or encourage the submission of any inquiries, proposals or offers with respect to a Competing Proposal;

	•		participate in any negotiations regarding, or furnish to any person any information in connection with, any Competing Proposal;

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	•		engage in discussions with any person with respect to any Competing Proposal;

	•		approve or recommend any Competing Proposal;

	•		enter into any letter of intent or similar document or any agreement or commitment providing for any Competing Proposal;

	•		otherwise cooperate with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person (other than the Fincos or their representatives) with respect to a Competing Proposal; or

	•		exempt any person from the restrictions contained in any state takeover or similar laws or otherwise cause these restrictions not to apply to any person or to any Competing Proposal.

~~133~~

For purposes of the merger agreement, a “Competing Proposal” means any proposal or offer relating to:

	•		any direct or indirect acquisition or purchase, in any single transaction or series of related transactions, by any person or “group” as defined in Section 13(d) of the Exchange Act, which does not include any of the Fincos, Merger Sub or their respective affiliates, of 15% or more of the fair market value of the assets, issued and outstanding shares of Clear Channel common stock or other ownership interests of Clear Channel and its consolidated subsidiaries, taken as a whole, or to which 15% or more of Clear Channel’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable;

	•		any tender offer or exchange offer that if consummated would result in any person or group beneficially owning 15% or more of the shares of Clear Channel common stock; or

	•		any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving Clear Channel as a result of which any person or group acting in concert would acquire 15% or more of the fair market value of the assets, issued and outstanding shares of Clear Channel common stock or other ownership interests (including capital stock of Clear Channel’s subsidiaries) of Clear Channel and its consolidated subsidiaries, taken as a whole or to which 15% or more of Clear Channel’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable.

Prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, if Clear Channel receives any written Competing Proposal which the board of directors believes in good faith to be bona fide and which the board of directors determines, after consultation with outside counsel and financial advisors, constitutes, or could reasonably be expected to result in, a Superior Proposal, Clear Channel may:

	•		furnish information to the third party making the Competing Proposal, provided Clear Channel receives from the third party an executed confidentiality agreement; and

	•		engage in discussions or negotiations with the third party with respect to the Competing Proposal.

Additionally, neither the board of directors nor any committee thereof will change, qualify, withdraw or modify in any manner adverse to the Fincos, Holdings or Merger Sub, or publicly propose to change, qualify, withdraw or modify in a manner adverse to the Fincos, Holdings or Merger Sub, its recommendation that Clear Channel shareholders approve and adopt the merger agreement (the “Company Recommendation”) or its approval of the merger agreement and the transactions contemplated thereby, or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or otherwise take any action inconsistent with the Company Recommendation (collectively, a “Change of Recommendation”); provided, that (1) prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, the board of directors may effect a Change of Recommendation and/or terminate the merger agreement if Clear Channel has received a Competing Proposal that the board of directors has concluded in good faith, after consultation with outside legal and financial advisors, constitutes a Superior Proposal and that the failure of the board of directors to effect a Change of Recommendation and/or terminate the merger agreement would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to Clear Channel’s shareholders under applicable law and (2) the board of directors cannot effect a Change of Recommendation or terminate the merger agreement in response to a Superior Proposal unless (i) Clear Channel has provided at least 5 business days’ prior written notice to the Fincos of its intention to effect a Change of Recommendation and/or terminate the merger agreement to enter into a definitive agreement with respect to such Superior Proposal, which specifies the material terms of conditions of such Superior Proposal, (ii) the board of directors has determined in good faith, after consultation with outside counsel, that the failure to make a Change of Recommendation

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in connection with the Superior Proposal could be reasonably likely to violate the board of directors’ fiduciary duties under applicable law and Clear Channel has promptly notified the Fincos in writing of such determinations and (iii) following such five business day period, during which Clear Channel must in good faith negotiate with the Fincos, to the extent the Fincos wish to negotiate, to enable the Fincos to make such proposed changes to the terms of the merger agreement, and taking into account any revised proposal

~~134~~

made by the Fincos, the board of directors has determined in good faith, after consultation with outside counsel, that such Superior Proposal remains a Superior Proposal. A termination of the merger agreement described in the preceding sentence would be void and of no force and effect unless concurrently with such termination Clear Channel pays the termination fee as described below “Termination Fees — Clear Channel Termination Fee.”

Clear Channel agreed to advise the Fincos of any Competing Proposal or any inquiry, proposal or offer, request for information or request for discussions or negotiations with respect to or that would reasonably be expected to lead to any Competing Proposal, the identity of the person making any Competing Proposal, or inquiry, proposal, offer or request, and to provide the Fincos with a copy (if in writing) and summary of the material terms of any such Competing Proposal or such inquiry, proposal or request. Clear Channel agreed to keep the Fincos informed of the status of any Competing Proposal or inquiry, proposal or request and not to enter into any confidentiality agreement or other agreement with any person subsequent to the date of the merger agreement which prohibits Clear Channel from providing such information to the Fincos. Clear Channel also agreed that neither it nor any of its subsidiaries will terminate, waive, amend or modify any provision or any existing standstill or confidentiality agreement to which it or any of its subsidiaries is a party and that it and its subsidiaries will enforce the provisions of any such agreement, unless failure by the board of directors to take such action could reasonably be expected to violate its fiduciary duties under applicable law.

For purposes of the merger agreement, “Superior Proposal” means any bona fide written offer or proposal made by a third party (including any shareholder of Clear Channel) to acquire (when combined with such party’s ownership of securities of Clear Channel held immediately prior to such offer or proposal) greater than 50% of the issued and outstanding Clear Channel common stock or all or substantially all of the assets of Clear Channel and its subsidiaries, taken as a whole, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization, an issuance of securities by Clear Channel, a sale of all or substantially all Clear Channel’s assets or otherwise, on terms which are not subject to a financing contingency and which the board of directors determines in good faith, after consultation with Clear Channel’s financial and legal advisors and consideration of all terms and conditions of such offer or proposal (including the conditionality and the timing and likelihood of consummation of such proposal), is on terms that are more favorable to the holders of Clear Channel common stock from a financial point of view than the terms set forth in the merger agreement or the terms of any other proposal made by the Fincos after the Fincos’ receipt of a notification of such Superior Proposal, taking into account at the time of determination, among any other factors, any changes to the terms of the merger agreement that as of that time had been proposed by the Fincos in writing and the conditionality and likelihood of consummation of the Superior Proposal.

In addition to the foregoing, Clear Channel may:

	•		disclose to the shareholders a position contemplated by Rules 14e-2(a) and 14d-9 under the Exchange Act; and

	•		make other disclosures to Clear Channel’s shareholders, if the board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable state or federal securities law.

Indemnification; Directors’ and Officers’ Insurance

Under the terms of the merger agreement, Merger Sub has agreed that all current rights of indemnification provided by Clear Channel for its current and former directors or officers will survive the merger and continue in full force and effect. Merger Sub has also agreed to indemnify, defend and hold harmless, and advance expenses to Clear Channel’s current and former directors or officers to the fullest extent required by Clear Channel’s articles of incorporation, bylaws or any indemnification agreement to which Clear Channel is a party.

Additionally, the surviving corporation for the six years following the ~~Effective Time,~~effective time of the merger, will indemnify and hold harmless each current and former officer and director of Clear Channel from any costs or expenses paid in connection with any claim, action or proceeding arising out of or related to (i) any acts or omissions of a current or former officer or director in their capacity as an officer or director if the service was at the request or for the benefit

~~135~~

of Clear Channel or any of its subsidiaries or (ii) the merger, the merger agreement or any transactions contemplated thereby.

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In addition, at Clear Channel’s election, Clear Channel or the Fincos will obtain insurance policies with a claims period of at least six years from the ~~Effective Time~~effective time of the merger with respect to directors’ and officers’ liability insurance that provides coverage for events occurring on or before the ~~Effective Time~~effective time of the merger. The terms of the policies will be no less favorable than the existing policy of Clear Channel, unless the annual premiums of the policies would exceed 300% of the current policy’s premium, in which case the coverage will be the greatest amount available for an amount not exceeding 300% of the current premium.

Employee Benefit Plans

Under the merger agreement, the Fincos have agreed that they will, and will cause the surviving corporation to:

	•		for one year following the closing of the merger, provide the surviving corporation’s employees and its subsidiaries’ employees (other than those senior executive officers who have existing employment agreements or other employees that enter into new employment arrangements with the Fincos or the surviving corporation in connection with the merger) compensation and employee benefits (other than any equity-based benefits) that, in the aggregate, are no less favorable than the compensation and employee benefits for these employees immediately prior to the consummation of the merger;

	•		for one year following the closing of the merger, provide to Clear Channel employees who experience a termination of employment severance benefits that are no less than the severance benefits that would have been provided to these employees upon a similar termination of employment immediately prior to the ~~Effective Time;~~effective time of the merger;

	•		credit all service with Clear Channel and its subsidiaries for purposes of eligibility and vesting and for accrual of vacation, other paid time off and severance benefits under any employee benefit plan applicable to employees of the surviving corporation or its subsidiaries after the consummation of the merger to the extent recognized by Clear Channel under a corresponding benefit plan; and

	•		honor any and all collective bargaining agreements.

Financing

	•		The Fincos and Merger Sub have agreed to use their reasonable best efforts to arrange and obtain the financing on the terms and conditions described in the financing commitments, negotiate and finalize definitive agreements with respect to the financing on the terms and conditions contained in the financing commitments, satisfy on a timely basis all conditions applicable to the Fincos or Merger Sub in the definitive agreements that are within their control, consummate the financing no later than the closing date of the merger, and enforce their rights under the ~~financing commitments;~~executed loan agreements, including, but not limited to, bringing an action for specific performance or an alternative remedy as provided in the Settlement Agreement; and

	•		The Fincos ~~and Merger Sub~~ have agreed ~~that if any portion of the financing becomes unavailable on the terms and conditions contemplated in the commitments,~~ to ~~promptly notify~~give Clear Channel and use their reasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as a whole, that are no more adverse to Clear Channel, as promptly as practicable, but in no event later than the last dayprompt notice of ~~the Marketing Period, including entering into definitive agreements with respect thereto;~~

	•		~~The Fincos and Merger Sub have agreed that if all~~any material breach of or termination of any ~~portion of the debt financing structured as a high yield financing has not been consummated, the conditions to closing the merger~~executed loan agreement.

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contained in the merger agreement (except limited specified exceptions) have been satisfied or waived and the bridge financing contemplated by the financing commitments is available on the terms and conditions contemplated in the debt financing commitments, and Merger Sub has agreed to use the bridge financing contemplated in the debt financing commitments, if necessary, to replace the high yield financing no later than the last day of the Marketing Period; and

The Fincos have agreed to keep Clear Channel reasonably informed of the status of their efforts to arrange the debt financing, to provide Clear Channel with copies of the definitive documents related to the debt financing promptly upon execution and to give Clear Channel prompt notice of any material breach of or termination of any financing commitment.

Under the merger agreement, any of the ~~debt financing commitment~~executed loan agreements may be amended, restated or otherwise modified or superseded to add lenders, arrangers or similar agents, increase the amount of debt, replace or modify the facilities or otherwise replace or modify the ~~debt financing commitment~~executed loan agreements in manner not less beneficial in the aggregate to Merger Sub, Holdings and the Fincos, except that any new ~~debt financing commitments~~loan agreements will not (i) adversely amend the conditions to the debt financing set forth in the ~~debt financing commitment~~executed loan agreements in any material respect, (ii) reasonably be expected to delay or prevent the closing of the merger, or (iii) reduce the aggregate amount of debt financing available for closing unless replaced with new equity or debt ~~financing.~~financing, or (iv) be executed and be effective unless and until such new lender or supplier of equity fully funds such amounts with the Escrow Agent under the Escrow Agreement for release concurrent with the other escrowed funds.

Clear Channel has agreed to cooperate in connection with the arrangement of the financing as may be reasonably requested by Merger Sub and the Fincos, provided that such requested cooperation does not unreasonably interfere with Clear Channel ongoing operations or otherwise materially impair the ability of any of Clear Channel’s officers or executives to carry out their duties. Such cooperation will include, among other things, at the reasonable request of Merger Sub or the Fincos:

preparing business, financial and other pertinent information and data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements resold under Rule 144A of the Securities Act to consummate the offerings or issuances of debt securities contemplated by the debt financing commitments;

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	•		preparing business, financial and other pertinent information and data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements resold under Rule 144A of the Securities Act to consummate the offerings of debt securities contemplated by the debt financing commitments, including delivery of financial statements, compliant with applicable requirements of Regulation S-K and Regulation S-X and a registration statement on Form S-1 under the Securities Act;

	•		participation in meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies;

	•		assistance with the preparation of materials for rating agency presentations, offering documents and similar documents required in connection with the debt financing;

	•		entering into agreements, executing and delivering officer’s certificates and pledging assets and facilitating diligence with respect thereto;

	•		using reasonable best efforts to obtain customary accountants’ comfort letters, consents, legal opinions, survey and title insurance along with assistance and cooperation from independent accountants and other professional advisors as reasonably requested by Merger Sub or the Fincos; and

	•		otherwise reasonably cooperating in connection with the consummation of the debt financing and the syndication and marketing thereof.

Under the merger agreement, Clear Channel has agreed to commence, and to cause AMFM Operating Inc. to commence, debt tender offers to purchase Repurchased Existing Notes with the assistance of the Fincos.

Independent Directors

Immediately after the closing of the merger, Holdings’ board of directors will include at least two independent directors.

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Transaction Fees

The transaction fees paid or to be paid to the Fincos or their affiliates at or prior to the closing of the merger with respect to the merger transactions will not exceed $87.5 million. Unless otherwise approved by Clear Channel’s independent directors or the holders of a majority of the shares of Holdings Class A common stock held by unaffiliated holders, after the closing of the merger, Clear Channel will not pay management, transaction, monitoring or any other fees to the Fincos or their affiliates except pursuant to an arrangement whereby the holders of shares of Holdings Class A common stock are made whole for any portion of such fees paid by Clear Channel that would otherwise be attributable to their holdings. See “Certain Affiliate Transactions on page 116 for more information.

Conduct of the Fincos’ Business Pending the Merger

Under the merger agreement, the Fincos have agreed that, subject to certain exceptions, between November 16, 2006 and the ~~Effective Time,~~effective time of the merger, unless Clear Channel gives its written consent (which consent will not be unreasonably withheld, delayed or conditioned), they will not:

	•		amend or otherwise change any of Merger Sub’s or Holdings’ organizational documents that would be likely to prevent or materially delay the consummation of the ~~Merger~~merger and related transactions, or change the rights, preferences or privileges of the shares of Holdings Class A common stock in any material respect which would render the representation and warranty regarding the capitalization of Holdings to be untrue or inaccurate at the ~~Effective Time;~~effective time of the merger;

	•		acquire or make any investment in any corporation, partnership, limited liability company, other business organization or any division thereof that holds, or has an attributable interest in, any license, authorization, permit or approval issued by the FCC if such acquisition or investment would delay, impede or prevent receipt of the FCC Consent; or

	•		take any action that would be reasonably likely to cause a material delay in the satisfaction of certain specified conditions contained in the merger agreement or the consummation of the merger.

Registration

Holdings has agreed to use reasonable efforts to maintain the registration of the Holdings Class A common stock under Section 12 of the Exchange Act for two years following completion of the merger, subject to certain exceptions.

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Conditions to the Merger

The obligations of the parties to complete the merger are subject to the satisfaction or waiver of the following mutual conditions:

	•		Shareholder ~~Approval~~Approval.. The approval and adoption of the merger agreement by Clear Channel’s shareholders.

	•		HSR Act ~~Approvals~~Approvals.. Any applicable waiting period under the HSR Act and any applicable foreign antitrust laws relating to the consummation of the merger will have expired or been ~~terminated.~~terminated (which the parties acknowledge have been satisfied as of May 13, 2008), and such expiration or termination shall continue to be in effect as of the closing date.

	•		No Law or ~~Orders~~Orders.. No governmental authority will have enacted or issued any law or order which is then in effect and has the effect of making the merger illegal or otherwise prohibiting the consummation of the merger.

	•		FCC ~~Consent~~Consent.. The FCC Consent will have been ~~obtained.~~obtained (which the parties acknowledge have been satisfied as of May 13, 2008), and not revoked and continue to be in effect as of the closing date.

The obligations of the Fincos, Holdings and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

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	•		~~Representations and Warranties~~~~. The accuracy~~Performance of obligations.Since May 13, 2008, Clear ~~Channel’s representations and warranties set forth~~Channel shall have performed or complied in all material respects with certain specified covenants or agreements in the ~~original~~ merger agreement asincluding those relating to implementing the merger transaction and restrictions on the issuance of equity securities, the ~~date~~acquisition of businesses, payment of dividends, the ~~execution~~incurrence of ~~the original merger agreement, the accuracy of Clear Channel’s representations~~indebtedness, changes in accounting principles and ~~warranties set forth in Amendment No. 1 as of the date of such amendment~~policies, and the ~~accuracy~~making of Clear Channel’s representations and warranties set forth in Amendment No. 2 as of the date of such amendment, as applicable, and, in each case, as of the Effective Time (except for representations and warranties made as of a specific date, which need only be true and correct as of such dateinvestments or time), except where the failure of such representations and warranties (in general, without giving effect to materiality qualifiers) to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Clear Channel and, except for Clear Channel’s representation regarding its capitalization, which will be correct except for inaccuracies which are de minimis.loans.

	•		~~Performance~~In addition, the performance of ~~Obligations~~~~. The performance or compliance, in all material respects, by~~ Clear ~~Channel of its~~Channel’s other agreements and covenants inother than where the ~~merger agreement.~~

	•		~~Closing Certificate~~~~. Clear Channel’s delivery~~failure to ~~the Fincos at the closing of~~perform would not constitute a ~~certificate with respect to the satisfaction of the conditions relating to Clear Channel’s representations, warranties, covenants and agreements.~~

	•		No Material Adverse ~~Affect~~~~. There will not have occurred, since November 16, 2006, any Material Adverse Effect on Clear Channel.~~Effect.

The ~~obligation~~obligations of Clear Channel to complete the merger isare subject to the satisfaction or waiver of the following additional ~~conditions:~~condition:

	•		~~Representations and Warranties~~. The accuracy of the Fincos’ and Merger Sub’s representations and warranties set forth in the original merger agreement as of the date of execution of the original merger agreement, the accuracy of the Fincos’ and Merger Sub’s representations and warranties set forth in Amendment No. 1 as of the date of such amendment and the accuracy of the Fincos’, Holdings’ and Merger Sub’s representations and warranties set forth in Amendment No. 2 as of the date of such amendment, and, in each case, as of the Effective Time (except for representations and warranties made as of a specific date, which need only be true and correct as of such date or time), except where the failure of such representations and warranties (in general, without giving effect to materiality qualifiers) to be so true and correct would not, individually or in the aggregate, have a Holdings Material Adverse Effect.

	•		Performance of ~~Obligations~~obligations.~~. The performance or compliance, in all material respects, by~~Since May 13, 2008, the Fincos, Holdings and Merger Sub ~~of their~~shall have performed or complied in all material respects with all agreements and covenants in the merger ~~agreement.~~

	•		~~Solvency Certificate~~~~. The Fincos’ delivery~~agreement required to ~~Clear Channel at the closing of a solvency certificate.~~

	•		~~Closing Certificate~~~~. The Fincos’ delivery to Clear Channel at the closing of a certificate~~be performed or complied with ~~respect~~by them on or prior to the ~~satisfaction~~consummation of the ~~conditions relating to the Fincos’ representations, warranties, covenants and agreements.~~merger.

If a failure to satisfy one of these conditions to the obligations of Clear Channel to complete the merger is not considered by Clear Channel’s board of directors to be material to Clear Channel’s shareholders, the board of directors ~~could~~may waive compliance with that condition. Clear Channel’s board of directors is not aware of any condition to the merger that cannot be satisfied. Under Texas law, after the merger agreement has been approved and adopted by Clear Channel’s shareholders, the Merger Consideration cannot be changed and the merger agreement cannot be altered in a manner adverse to Clear Channel’s shareholders without re-submitting the revisions to Clear Channel’s shareholders for their approval. To the extent that either party to the merger waives any material condition to the merger and such change in the terms of the transaction renders the disclosure previously provided to Clear Channel’s shareholders materially misleading, Clear Channel will recirculate this proxy statement/prospectus and resolicit proxies from its shareholders.

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Termination

Clear Channel and the Fincos may agree to terminate the merger agreement without completing the merger at any time. The merger agreement also may be terminated in each of the following circumstances:

by either the Fincos or Clear Channel, if:

	•		the closing of the merger has not occurred on or before December ~~12, 2007, the date that is 12 months from the date on which all applications necessary to obtain the FCC Consent have been filed (the “FCC Filing Date”)~~31, 2008, (such date, as may be extended in accordance with this paragraph, the “Termination Date”), except that, following the shareholders’ meeting held after May 13, 2008, if as of the Termination Date ~~all conditions~~there is an on-going dispute among any of the parties to the ~~merger agreement have been satisfied or waived, other than~~Escrow Agreement with respect to the ~~expiration or termination of any applicable waiting period under the HSR Act and any applicable foreign antitrust laws and receipt~~disbursement of the ~~FCC Consent,~~Escrowed Amount, the Fincos or Clear Channel may, by written notice to the other party, extend the Termination Date ~~may be extended~~ to ~~the~~any date that is ~~18 months from~~no later than the ~~FCC Filing Date by Clear Channel or~~fifth business day following the ~~Fincos;~~settlement of any dispute with respect to the disbursement of such funds;

	•		any governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action is final and non-appealable;

	•		Clear Channel’s shareholders do not approve adopt the merger agreement at the special meeting or any adjournment or postponement of the special meeting; or

	•		~~there is a material breach by~~ the non-terminating party ofhas breached or failed to perform in any material respect any of its ~~representations, warranties,~~ covenants or agreements in the merger agreement such that the closing conditions would not be satisfied by the Termination Date and such breach has not been cured within 30 days following delivery of written notice by the terminating party.

	•		by Clear Channel, if on or prior to the last day of the Marketing Period none of Merger Sub, Holdings or the surviving corporation has received the proceeds of the financings sufficient to consummate the merger;

	•		by Clear Channel, if prior to the approval and adoption of the merger agreement by Clear Channel shareholders, the board of directors has concluded in good faith, after consultation with outside legal and financial advisors, that an unsolicited Competing Proposal is a Superior Proposal;

	•		by the Fincos, if the board of directors effects a Change of Recommendation;

	•		by the Fincos, if the board of directors fails to reconfirm Company Recommendation within five business days of receipt of a written request from the Fincos, provided that the Fincos will only be entitled to one such request; and

	•		by the Fincos, if the board of directors fails to include in the proxy statement/prospectus distributed to Clear Channel’s shareholders its recommendation that Clear Channel’s shareholders approve and adopt the merger agreement.

For the purposes of the merger agreement, “Escrowed Amount” means, collectively, the following amounts delivered to the Escrow Agent pursuant to the Escrow Agreement: (i) cash and/or approved letters of credit aggregating to $16,410,638,000 delivered by the Bank Escrow Parties and (ii) cash and/or approved letters of credit aggregating to $2,400,000,000 delivered by the Buyer Designees as designees of Holdings.

In some cases, termination of the merger agreement may require Clear Channel to pay a termination fee to the Fincos, or require the Fincos to pay a termination fee to ~~us,~~Clear Channel, as described below under “The Merger Agreement — Termination Fees.”

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Termination Fees

Clear Channel Termination Fee

Clear Channel must pay to the Fincos a termination fee of $500 million in cash if the merger agreement is terminated:

	•		by Clear Channel, prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, in order to enter into a definitive agreement relating to a Superior Proposal, such termination fee to be paid concurrently with the termination of the merger agreement;

	•		by the Fincos, if the board of directors effects a Change of Recommendation, fails to reconfirm the Company Recommendation, or fails to include the Company Recommendation in this proxy statement/prospectus, such termination fee

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			to be paid promptly following the termination of the merger agreement (and in any event no later than two business days after delivery to Clear Channel of notice of demand for payment);

	•		by the Fincos or Clear Channel, if Clear Channel’s shareholders do not approve and adopt the merger agreement at the special meeting and prior to the special meeting a Competing Proposal has been publicly announced or been made known to Clear Channel and not withdrawn at least two business days prior to the special meeting, and within 12 months after the termination of the merger agreement, Clear Channel or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any Competing Proposal, such termination fee to be paid promptly following the execution of a definitive agreement or the consummation of the transaction contemplated by the Competing Proposal (and in any event no later than two business days after delivery to Clear Channel of notice of demand of payment); or

	•		by the Fincos, if the Fincos are not in material breach of their obligations under the merger agreement and, if Clear Channel has willfully and materially breached or failed to perform in any material respect any of its ~~representations, warranties,~~ covenants or other agreements set forth in the merger agreement such that the corresponding closing condition would not be satisfied, which breach has not been cured within 30 days, and prior the date of termination a Competing Proposal has been publicly announced or been made known to Clear Channel and within 12 months after the termination of the merger agreement Clear Channel or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any Competing Proposal, such termination fee to be paid promptly following the execution of a definitive agreement or the consummation of the transaction contemplated by the Competing Proposal (and in any event no later than two business days after delivery to Clear Channel of notice of demand of payment).

In the event that the merger agreement is terminated ~~(i)~~ by Clear Channel or the Fincos because of the failure to obtain the approval of Clear Channel’s shareholders at the special meeting or any adjournment ~~thereof~~ or ~~(ii) by the Fincos due to a willful or material breach of the merger agreement by Clear Channel,~~postponement thereof, and a termination fee is not otherwise then payable by Clear Channel under the merger agreement, Clear Channel has agreed to pay reasonable out-of-pocket fees and expenses incurred by the Fincos, Merger Sub and Holdings in connection with the merger agreement and this proxy statement/prospectus, not to exceed an amount equal to $45 million. If Clear Channel becomes obligated to pay a termination fee under the merger agreement after payment of the expenses, the amount previously paid to the Fincos as expenses will be credited toward the termination fee amount payable by Clear Channel.

In addition, Clear Channel will promptly pay the Fincos a set amount in respect of the expenses incurred by Merger Sub and the Fincos (which amount will be in addition to any termination fees that may become payable by Clear Channel) as follows:

	•		$150 million if the Fincos terminate the merger agreement, and the Fincos are not in material breach of their obligations under the merger agreement, and if Clear Channel has breached or failed to perform in any material respect any of its covenants or other agreements set forth in the merger agreement such that the corresponding closing condition would not be satisfied, which breach has not been cured within 30 days; and

	•		$100 million if the merger agreement is terminated: (i) by Clear Channel, prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, in order to enter into a definitive agreement relating to a Superior Proposal; (ii) by the Fincos, if the board of directors effects a Change of Recommendation, fails to reconfirm Company Recommendation, or fails to include the Company Recommendation in this proxy statement/prospectus; or (iii) by either the Fincos or Clear Channel if the closing of the merger has not occurred on or before the Termination Date, and the party seeking termination has not breached in any material respect its obligations under the merger agreement that shall have proximately caused the failure to consummate the merger on or before the Termination Date (other than in the event such termination is a result of a breach by Merger Sub, Holdings or the Fincos that was not caused by the providers of the Debt Financing).

In addition, Clear Channel must pay to the Fincos a termination fee of $200 million, but only if the $500 million termination fee that is payable under the circumstances described above is not otherwise payable, if the merger agreement is terminated (A) by the Fincos or Clear Channel because a governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action is final and non-appealable, (B) by the Fincos or Clear Channel because Clear Channel’s shareholders do not approve or adopt the merger agreement at the special meeting or any adjournment

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or postponement of the special meeting or (C) by the Fincos because Clear Channel ~~materially~~ breached or failed to perform in any material respect any of its ~~representations, warranties,~~ covenants or agreements in the merger agreement such that the closing conditions would not be satisfied by the termination date and such breach has not been cured within 30 days following delivery of written notice by the Fincos,and within twelve (12) months after such termination (i) Clear Channel or any of its subsidiaries consummates, (ii) Clear Channel or any of its subsidiaries enters into a definitive agreement, or (iii) one or more Contacted Parties (as defined below) or a Qualified Group (as defined below) commences a tender offer with respect to a Contacted Party Proposal (as defined below), and, in

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the case of each of clause (ii) and (iii) above, subsequently consummates (whether during or after such twelve (12) month period) such Contacted Party Proposal.

For purposes of the merger agreement, “Contacted Party” means any person, (i) that is referenced in this proxy statement/prospectus as having been contacted during the auction process, or (ii) that was contacted during the “go-shop” period provided for in the merger agreement which commenced on November 17, 2006 and ended on December 7, 2007, or in the case of (i) and (ii), their affiliates.

For purposes of the merger agreement, “Qualified Group” means any Contacted Party, either by itself or acting as a “group” as defined in Section 13(d) of the Exchange Act, which does not include any of the Fincos, Merger Sub or their respective affiliates.

For purposes of the merger agreement, “Contacted Parties Proposal” means (i) any transaction in which a Contacted Party or a Qualified Group, directly or indirectly acquires or purchases, in any single transaction or series of related transactions, more than 50% of the fair market value of the assets, issued and outstanding Clear Channel common stock or other ownership interests of Clear Channel and its consolidated subsidiaries, taken as a whole, or to which 50% or more of Clear Channel’s and its subsidiaries, net revenues or earnings on a consolidated basis are attributable, (ii) any tender offer or exchange offer, as defined pursuant to the Exchange Act, that if consummated would result in one or more of the Contacted Parties or a Qualified Group acting in concert acquiring assets, securities or businesses in the minimum percentage described in clause (i) above or (iii) any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving Clear Channel as a result of which any Contacted Party or Qualified Group acting in concert would acquire assets, securities or businesses in the minimum percentage described in clause (i) above. For clarification purposes, a spin-off, recapitalization, stock repurchase program or other transaction effected by Clear Channel or any of its subsidiaries will not constitute a Contacted Parties Proposal unless, as a result of such transaction, a Contacted Party or Qualified Group acting in concert acquires the assets, securities or business representing more than 50% of the fair market value of the assets, issued and outstanding Clear Channel common stock or other ownership interests of Clear Channel and its consolidated subsidiaries, taken as a whole, or to which 50% or more of Clear Channel’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable.

Merger Sub Termination Fee

The merger agreement provides that, upon termination of the merger agreement under specified circumstances Merger Sub ~~must~~will be required to pay to Clear Channel a termination fee within two business days after ~~the~~ termination of the merger agreement ~~if the merger agreement is terminated~~ as follows:

(i) by either Clear Channel or the Fincos, if the Effective Time has not occurred on or before the Termination Date and the terminating party has not breached in any material respect its obligations under the merger agreement that proximately caused the failure to consummate the merger on or before the Termination Date, or (ii) by Clear Channel, if Clear Channel is not in material breach of its obligations under the merger agreement and the Fincos, Holdings and Merger Sub have willfully and materially breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements set forth in the merger agreement such that certain closing condition would not be satisfied, which breach has not been cured within 30 days, and in each case, all conditions to the Fincos’, Holdings’ and Merger Sub’s obligation to consummate the merger have been satisfied, other than conditions relating to the expiration or termination of any applicable waiting period under the HSR Act or the receipt of the FCC Consent, in which case Merger Sub will pay to Clear Channel a termination fee of $600 million in cash; provided, however, if the only condition that has not been satisfied is the receipt of the FCC Consent and Merger Sub, Holdings, the Fincos and each attributable investor have carried out

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	•		~~their respective~~If Clear Channel or the Fincos terminate the merger agreement because the effective time of the merger has not occurred on or before the Termination Date, the terminating party has not breached in any material respect its obligations ~~relating~~under the merger agreement that proximately caused the failure to ~~obtaining that consent,~~consummate the merger on or before the Termination Date and all conditions to Fincos’ and Merger Sub’s obligations to consummate the merger have been satisfied, then Merger Sub will owe Clear Channel a termination fee of $600 million that will be ~~$300~~paid pursuant to the Escrow Agreement; and

	•		If Clear Channel terminates the merger agreement, and Clear Channel is not in material breach of its obligations under the merger agreement, because the Fincos, Holdings and Merger Sub have breached or failed to perform in any material respect any of their obligations set forth in the merger agreement such that certain closing condition would not be satisfied, which breach has not been cured within 30 days, and in each case, all conditions to the Fincos’, Holdings’ and Merger Sub’s obligations to consummate the merger have been satisfied, then Merger Sub will owe Clear Channel a termination fee of $150 million ~~in cash; or~~that will be paid pursuant to the Escrow Agreement. This fee will increase to $600 million if such termination is due to a willful and material breach by the Fincos, Holdings and Merger Sub.

by Clear Channel if (i) on or prior to the last day of the Marketing Period neither Merger Sub nor the surviving corporation has received the proceeds of the financings sufficient to consummate the merger or (ii) the Fincos have, due to a willful and material breach by Merger Sub, Holdings and/or the Fincos, breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements under the merger agreement such that certain closing conditions would not be satisfied, and such breach has not been cured within 30 days following delivery of written notice by Clear Channel, and in each case of (i) or (ii) the first bullet above is not applicable, in which case Merger Sub will pay Clear Channel a termination fee of $500 million in cash.

Our right to ~~receive~~have a termination fee ~~from~~owed by Merger Sub paid to us pursuant to the merger agreement, the Escrow Agreement or the amended and restated limited guarantees executed by the Sponsors is Clear Channel’s exclusive remedy for losses suffered by Clear Channel as a result of the failure of the merger to be consummated.

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Amendment and Waiver

The merger agreement may be amended by mutual written agreement of the parties by action taken by or on behalf of their respective boards of directors at any time prior to the ~~Effective Time.~~effective time of the merger. However, after the approval and adoption of the merger agreement by Clear Channel’s shareholders, the merger agreement can not be amended if such amendment would require further approval by the shareholders.

The merger agreement also provides that, at any time prior to the ~~Effective Time,~~effective time of the merger, any party may, by written agreement:

	•		extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement;

	•		waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered pursuant to the merger agreement; or

	•		waive compliance with any of the agreements or conditions contained in the merger agreement which may be legally waived.

Limited Guarantees

In connection with Amendment No. 2,3, each of the Sponsors (each an affiliate of one of the Fincos) and Clear Channel entered into a ~~Limited Guarantee~~limited guarantee pursuant to which, among other things, each of the Sponsors is providing Clear Channel a guarantee of payment of its pro rata portion of the Merger Sub termination fees. The ~~Limited Guarantees~~limited guarantees entered into in connection with Amendment No. 23 superseded the ~~Limited Guarantees~~limited guarantees previously delivered by Sponsors. The Sponsors’ obligations under the limited guarantees were reduced ratably to the extent that they paid any amount, or caused any amount to be paid, into escrow under the Escrow Agreement.

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SETTLEMENT AND ESCROW AGREEMENTS

~~Letter Agreements~~Settlement Agreement

~~In connection~~On May 13, 2008, Clear Channel, Merger Sub, the Fincos, Holdings, CCC IV, the Sponsors and the Banks entered into the Settlement Agreement, pursuant to which they settled disputes between them which were the subject of the New York Action, the New York Counterclaim Action and the Texas Actions.

Pursuant to the terms of the Settlement Agreement, the parties agreed to the following:

Agreement to Fund

Each Bank agreed to make the loans, purchase (or cause certain of its affiliates to purchase) the notes and otherwise make the extensions of credit on the closing date that are contemplated by the Financing Agreements, subject solely to the conditions set forth in the Financing Agreements. Please see “Financing — Debt Financing.”

Escrow Funding

The Settlement Agreement provides that each of the parties to the Escrow Agreement will make their respective funding obligations under the Escrow Agreement on or before May 28, 2008 (or, in the case of a Bank Escrow Party, on or before May 22, 2008). On May 22, 2008, the Escrow Agent confirmed receipt of the entire Bank Escrow Amount and on May 28, 2008, the Escrow Agent confirmed receipt of all other amounts and property required to be delivered under the Escrow Agreement, including the entire Buyer Escrow Amount.

Termination of Actions and Release of Claims

Upon delivery by the Bank Escrow Parties to the Escrow Agent of all cash, cash equivalents, letters of credit and/or other property required to be delivered pursuant to the terms of the Escrow Agreement, as required by the Settlement Agreement, the plaintiffs in each of the New York Action, the New York Counterclaim Action and the Texas Actions have filed stipulations to discontinue those actions with prejudice and not to take any further action to prosecute them.

Effective upon receipt by the Escrow Agent on May 28, 2008 (the “Escrow Funding Date”) of all cash, letters of credit, and/or other property required to be delivered under the terms of the Escrow Agreement, each party to the Settlement Agreement and each of the Sponsors, on behalf of itself, and, to the extent it may lawfully do so, its parent companies, subsidiaries, affiliates, transferees, assigns, officers, directors, employees, partners, members, shareholders and counsel (each, a “Releasing Party”) released each other Releasing Party from any and all actions, causes of action, suits, debts, contracts, controversies, agreements, promises, damages, judgments, claims or demands whatsoever, whether or not asserted (“Claims”) that the Releasing Party ever had, now has or subsequently may have against the released party, from the beginning of the world through the Escrow Funding Date, with respect to matters arising out of or relating to the merger agreement, the ~~Fincos~~equity commitment letters and guarantees delivered by the Sponsors pursuant to the merger agreement, and the debt commitment letters delivered by the Banks in connection therewith (the “Released Matters”), including any claims or counterclaims that have been or could have been asserted in the New York Action, the New York Counterclaim Action or Texas Actions. Claims under the merger agreement, the equity commitment letters or limited guarantees related to the merger agreement, the Financing Agreements, the Settlement Agreement or the Escrow Agreement are not included within the scope of the Released Matters. The releases in favor of and on behalf of the Banks were effective immediately on May 22, 2008, upon the Bank Escrow Parties’ delivery to the Escrow Agent of the aggregate amount of money and/or property required by the terms of the Escrow Agreement to be delivered by all of the Bank Escrow Parties.

By operation of the Settlement Agreement, effective on the closing of the merger, each Releasing Party will be released by each other Releasing Party from all Claims that any Releasing Party ever had, then has or subsequently may have against the released party from the beginning of the world through the closing date with respect to the Released Matters.

Pursuant to the terms of the Settlement Agreement, the transmittal letter contains provisions pursuant to which each shareholder of Clear Channel executing and delivering a transmittal letter releases, effective as of the closing, each of the Releasing Parties from all Claims that such shareholder ever had, then has or subsequently may have against the released party from the beginning of the world through the closing date with respect to the Released Matters.

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Certain Enforcement Rights

The Banks acknowledge and agree that Clear Channel is a third-party beneficiary to the Financing Agreements, and each of the ~~members~~Sponsors acknowledges and agrees that Clear Channel is a third-party beneficiary of the equity commitment letters. The Settlement Agreement specifically provides that each party to the Settlement Agreement, including Clear ~~Channel’s board of directors entered into a letter~~Channel, may enforce specifically against the other parties their respective obligations under the merger agreement, ~~pursuant~~the Settlement Agreement, the Escrow Agreement, the Financing Agreements, the equity commitment letters and the amended and restated limited guarantees, in addition to any other remedy to which ~~each director has~~a party may be entitled.

The Banks also agreed to ~~not elect~~use their commercially reasonable efforts to ~~receive the Stock Consideration with respect~~vote, and to cause all of their non-fiduciary affiliates to vote, any ~~and all~~ shares of Clear Channel common stock, (other than shares held as a hedge for any equity derivative thereof) that is proprietarily owned (other than shares that have been loaned) for the Bank’s or the non-fiduciary affiliate’s own account and not as a fiduciary on the record date for approval of the merger agreement. The Banks will not, and will use their commercially reasonable efforts to cause their affiliates not to, acquire proprietary ownership of any shares of Clear Channel ~~restricted~~common stock before the closing under the merger agreement or the merger agreement is terminated or abandoned. The Banks will not, and will not permit their affiliates to, and will use their commercially reasonable efforts to cause their non-fiduciary affiliates not to, take any action that would reasonably be expected to reduce the likelihood that Clear Channel’s shareholders will approve the merger agreement, including without limitation, the solicitation of proxies in opposition to the solicitation of proxies by Clear Channel and Holdings for the merger agreement.

No Admission

No party to the Settlement Agreement will be deemed to have admitted, conceded or implied liability for any claims or counterclaims, whether or not asserted in the New York Action, the New York Counterclaim Action or Texas Actions.

Escrow Agreement

As contemplated by the Settlement Agreement, on May 13, 2008, each of Clear Channel, Holdings, Merger Sub, the Fincos, the Buyer Designees as designees of Holdings, the Management Investors, Highfields Management, on behalf of itself and on behalf of investment funds managed by it, the Abrams Investors, the Bank Escrow Parties (together with the Buyer Designees, the Management Investors, Highfields Management and the Abrams Investors, the “Funding Parties”) and the Escrow Agent, entered into the Escrow Agreement pursuant to which the Funding Parties agreed to deliver money and other property to the Escrow Agent to be held, invested and disbursed.

Pursuant to the terms of the Escrow Agreement, the parties to the Escrow Agreement agreed as follows:

Escrow Deposits

By no later than 5:00 p.m., New York City time, on May 28, 2008 (and in the case of each Bank, by no later than 5:00 p.m., New York City time, on May 22, 2008):

	•		each Bank Escrow Party shall cause to be delivered to the Escrow Agent a pro rata portion of $16,410,638,000 (the “Bank Escrow Amount”), in cash by wire transfer of immediately available funds or in the form of approved letters of credit, or a combination of the foregoing, and each such pro rata portion shall be held by the Escrow Agent in a segregated account (each a “Bank Escrow Account”),

	•		each Buyer Designee shall cause to be delivered to the Escrow Agent a pro rata portion of $2,400,000,000 (the “Buyer Escrow Amount”) by wire transfer of immediately available funds or in the form of letters of credit, or a combination of the foregoing, and each such pro rata portion shall be held by the Escrow Agent in a segregated account (each a “Buyer Escrow Account”),

	•		the Management Investors shall cause to be delivered to the Escrow Agent (i) a combination of vested shares of Clear Channel common stock and vested options to purchase shares of Clear Channel common stock with an aggregate value of $35,074,625 (the “Management Escrow Shares”), all of which shall be held by the Escrow Agent in a segregated account (the “Management Escrow Account”),

	•		Highfields Management shall cause to be delivered to the Escrow Agent an aggregate of 11,111,112 shares of Clear Channel common stock that are beneficially owned by investment funds managed by Highfields Management (the “Highfields Escrow Shares”), all of which shall be held by the Escrow Agent in a segregated account (the “Highfields Escrow Account”), and

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the Abrams Investors shall cause to be delivered to the Escrow Agent an aggregate of 2,777,778 shares of Clear Channel common stock (the “Abrams Escrow Shares”), all of which shall be held by the Escrow Agent in a segregated account (the “Abrams Escrow Account”).

On May 22, 2008, the Escrow Agent confirmed receipt of the entire Bank Escrow Amount and on May 28, 2008, the Escrow Agent confirmed receipt of all other amounts and property required to be delivered under the Escrow Agreement, including the entire Buyer Escrow Amount.

The Bank Escrow Amount, the Buyer Escrow Amount, the Management Escrow Shares, the Highfields Escrow Shares and the Abrams Escrow Shares, are each referred to as an “Escrow Amount” and each Bank Escrow Account, each Buyer Escrow Account, the Management Escrow Account, the Highfields Escrow Account, and the Abrams Escrow Account are each referred to as an “Escrow Account.” The Bank Escrow Amount and the Buyer Escrow Amount, together with any interest or other earnings thereon, are referred to as the “Bank Escrow Fund” and the “Buyer Escrow Fund.”

Each Bank Escrow Party and Buyer Designee grants to Clear Channel a lien on and a security interest in its respective Escrow Account and in its portion of the Bank Escrow Fund or Buyer Escrow Fund, respectively, deposited in those accounts, as collateral for its respective obligations (and, in the case of the Buyer Designees, the obligations of Holdings, the Fincos and Merger Sub) under the Escrow Agreement, the Financing Agreements and the Settlement Agreement until the termination of the Escrow Agreement and the disbursement in full of the Bank Escrow Fund and the Buyer Escrow Fund, respectively, in such Escrow Account in accordance with the terms of the Escrow Agreement.

Disbursements

Shares Subject to the Stock Election

On the fifth business day prior to the Election Deadline, the Escrow Agent shall deliver to the paying agent designated under the merger agreement (the “Paying Agent”),

	•		the Highfields Escrow Shares, together with the election forms and letters of transmittal pursuant to which Highfields Management made a Stock Election for the Highfields Escrow Shares,

	•		the Abrams Escrow Shares, together with the election forms and letters of transmittal pursuant to which the Abrams Investors made Stock Elections for the Abrams Escrow Shares, and

	•		580,356 shares of Clear Channel common stock previously delivered into the Management Escrow Account by L. Lowry Mays and LLM Partners, Ltd as part of the Management Escrow Shares (the “Founder Election Shares”), together with the election forms and letters of transmittal pursuant to which L. Lowry Mays and LLM Partners, Ltd. made Stock Elections for the Founder Election Shares.

At the Closing of the Merger

If Holdings and Clear Channel ~~stock options (other~~deliver to the Escrow Agent and the Bank Escrow Parties at least four business days prior to the date that is anticipated to be the closing date under the merger agreement (the “Anticipated Closing Date”),

	•		a written notice from Holdings and Clear Channel stating that each such party expects that as of the Anticipated Closing Date, the specified conditions to the consummation of the Merger have been satisfied, and

	•		a written notice from Holdings that the conditions to the Bank Escrow Party’s obligations to fund under the Financing Agreements are expected to be satisfied on the Anticipated Closing Date,

(the “Closing Notice”) then, the Escrow Agent shall draw the full amount available under all Approved Letters of Credit and direct the issuers thereof to pay the proceeds therefrom to the Escrow Agent by wire transfer of same day funds.

Unless the Bank Escrow Parties deliver to the Escrow Agent, Holdings and Clear Channel a written notice by no later than ~~Rollover Shares, which~~10:00 a.m. (New York time) on the business day preceding the Anticipated Closing Date setting forth the Bank Escrow Parties’ specific

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grounds for believing that the conditions precedent to the funding of the debt financing that are specified in the Financing Agreements will not ~~affect~~be satisfied or waived by the Bank Escrow Parties as of the Anticipated Closing Date, or Holdings or Clear Channel fail to provide joint telephonic confirmation on the Anticipated Closing Date that the closing of the merger is occurring on that date, then upon direction from Holdings and Clear Channel, the Escrow Agent shall:

pay from the Bank Escrow Accounts by wire transfer of same day funds

	•		an aggregate amount equal to the Bank Escrow Amount from the Bank Escrow Accounts on a pro rata basis among the Bank Escrow Accounts (net of fees and expenses owed to the Bank Escrow Parties) to the Paying Agent (the making of such payment, the “Debt Funding”), and

	•		to each Bank Escrow Party the respective amount of the Bank Escrow Fund, if any, including the applicable Bank Escrow Party’s pro rata percentage of the fees and expenses owed to the Bank Escrow Parties, that after payment of the Debt Funding remains in such Bank Escrow Party’s Escrow Account;

pay from the Buyer Escrow Accounts by wire transfer of same day funds

	•		an aggregate amount equal to the Buyer Escrow Amount from the Buyer Escrow Accounts on a pro rata basis to the Paying Agent (the making of such payment, the “Sponsor Equity Funding”), and

	•		to each Buyer Designee, the respective amount in the Buyer Escrow Fund, if any, that remains after payment of the Sponsor Equity Funding in such Buyer Designee’s Escrow Account; and

deliver to Holdings all of the certificates evidencing the Management Escrow Shares other than the Founder Election Shares (together with the stock powers or equivalent transfer instruments, if any, related thereto that were delivered to the Escrow Agent).

Notwithstanding the foregoing disbursement provisions, concurrently with the delivery of the Closing Notice, Holdings may deliver to the Escrow Agent written notice of Holdings’ determination that there is an Equity Surplus and the amount thereof (the “Equity Surplus Notice”). “Equity Surplus” means, as of the Anticipated Closing Date, an amount that in Holdings’ judgment, equals the positive difference, if any, between

	•		the aggregate amount of funds then available to Merger Sub to consummate the merger from borrowings, equity contributions, cash available to Clear Channel and shares of common stock of Holdings and

	•		the aggregate amount of funds that are needed to pay the aggregate merger consideration under the merger agreement and the expenses related to the merger and to meet Clear Channel’s anticipated post-merger cash requirements.

If Holdings delivers an Equity Surplus Notice, and Holdings and Clear Channel have delivered joint confirmation to the Escrow Agent that the full amount of the Cash Consideration is being delivered to the Paying Agent as required by the merger agreement, pro rata portions of the respective Escrow Amounts deposited in the Buyer Escrow Accounts and the Management Escrow Account that aggregate to the amount of the Equity Surplus will be returned to the respective depositors thereof, and both the amount of the Sponsor Equity Funding and the number of ~~shares~~Management Escrow Shares will be correspondingly reduced. Clear Channel and Holdings may agree that less than a pro rata portion of ~~Holdings Class A~~the Management Escrow Shares will be returned to the Management Investors, in which case the portion of the Equity Surplus that would otherwise have been returned to the Management Investors will instead be returned to the Buyer Designees. In no event may the amount of Sponsor Equity Funding and the number of Clear Channel common stock ~~available for issuance~~deliverable be reduced to the extent that, as ~~Stock Consideration) held~~a result thereof, the conditions precedent to the debt financing that are set forth in any Financing Agreement would not be satisfied.

Termination of Merger Agreement

Termination when there is a Company Breach or Buyer Breach

If Holdings and Clear Channel jointly notify the Escrow Agent and the Bank Escrow Parties in writing that the Merger Agreement has been terminated (a “Termination Notice”) (other than as a result of the failure to obtain shareholder approval of the merger) under circumstances when the Merger Agreement is validly terminable due to a breach by the ~~director.~~Company or a breach by Merger Sub, Holdings and/or the Fincos, then, unless the Bank Escrow Parties shall have delivered to the Escrow Agent, Holdings and Clear

~~143~~165

Channel a written notice no later than three business days after the giving the Termination Notice that the Bank Escrow Parties dispute the grounds for termination specified in the Termination Notice, on the third business day after the giving of the Termination Notice, the Escrow Agent shall deliver:

to each Bank Escrow Party the respective portion of the Bank Escrow Fund on deposit in such Bank Escrow Party’s Escrow Account (with letters of credit to be delivered in kind); provided that if the Merger Agreement has been terminated, or was validly terminable, by the Company due to a breach by the Fincos, Holdings or Merger Sub that was the result, in whole or in material part, of a breach by any of the Bank Escrow Parties of the Escrow Agreement, the Settlement Agreement or any of the Financing Agreements, then there shall be first withdrawn from each Bank Escrow Party’s Escrow Account and paid

	•		to Clear Channel an amount equal to that Bank Escrow Party’s pro rata percentage of the Merger Sub Termination Fee, and

	•		except in the case where the Merger Agreement was terminated by Clear Channel because the board of directors determined that an unsolicited Competing Proposal is a Superior Proposal or by the Fincos because the board of directors effects a Change of Recommendation or fails to reconfirm its recommendation in favor of the merger upon request, to Holdings or its designees cash in an amount equal to such Bank’s pro rata percentage of $150,000,000 as reimbursement for fees, costs and expenses of the Fincos, Merger Sub and Holdings in connection with the Merger.

•		the entire Buyer Escrow Fund to Holdings or its designees (with letters of credit to be delivered in kind); provided that if the Merger Agreement has been terminated, or was validly terminable, due to a breach by the Fincos, Holdings or Merger Sub that was not the result, in whole or in material part, of a breach by any of the Bank Escrow Parties of the Escrow Agreement, the Settlement Agreement or any of the Financing Agreements, then there shall be first withdrawn from each Buyer Designee’s Escrow Account and paid to Clear Channel an amount equal to such Buyer Designee’s pro rata percentage of the Merger Sub Termination Fee;

•		all of the Management Escrow Shares (including all of the Founder Election Shares) to the Management Investors who are the record owners thereof (together with the stock powers, if any, related thereto that were delivered to the Escrow Agent);

•		to the extent not previously delivered to the Paying Agent, all of the Highfields Escrow Shares to Highfields Management (together with the stock powers, if any, related thereto that were delivered to the Escrow Agent); and

•		to the extent not previously delivered to the Paying Agent, all of the Abrams Escrow Shares to the Abrams Investors on whose behalf such Abrams Escrow Shares were deposited in the Abrams Escrow Account (together with the stock powers, if any, related thereto that were delivered to the Escrow Agent).

Termination due to Failure to Obtain Shareholder Approval or when there is not a Company Breach or Buyer Breach

If Holdings and Clear Channel give the Escrow Agent and the Bank Escrow Parties a Termination Notice specifying that the Merger Agreement has been terminated due to the failure to obtain the shareholder approval of the merger or any other reason when the Merger Agreement is not validly terminable due to a breach by the Company or a breach by the Fincos, Holdings or Merger Sub, then, unless the Bank Escrow Parties shall have delivered to the Escrow Agent, Holdings and Clear Channel a written notice no later than three business days after the giving the Termination Notice that the Bank Escrow Parties dispute the grounds for termination specified in the Termination Notice, on the third business day after the giving of the Termination Notice, the Escrow Agent shall deliver:

to each Bank Escrow Party the respective portion of the Bank Escrow Fund on deposit in such Bank Escrow Party’s Escrow Account (with Approved Letters of Credit to be delivered in kind), after first deducting from each Bank Escrow Party’s Escrow Account and paying

	•		to Clear Channel cash in an amount equal to such Bank Escrow Party’s pro rata percentage of the Merger Sub Termination Fee and

	•		except in the case where the Merger Agreement was terminated by Clear Channel because the board of directors determined that an unsolicited Competing Proposal is a Superior Proposal or by the Fincos because the board of directors effects a Change of Recommendation or fails to reconfirm its recommendation in favor of the merger upon request, to Holdings or its designees cash in an amount equal to such Bank’s pro rata percentage of $150,000,000 that will be paid pursuant to the

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Escrow Agreement as reimbursement for fees, costs and expenses of the Fincos, Merger Sub and Holdings in connection with the Merger;

	•		the entire Buyer Escrow Fund to Holdings or its designees; and

	•		all of the Management Escrow Shares, Founder Election Shares, Highfields Escrow Shares and Abrams Escrow Shares in the same manner as discussed in the disbursement circumstances that are described above.

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MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA

Our common stock is traded on the NYSE under the symbol “CCU.” The following table sets forth the intraday high and low sales price per share of Clear Channel’s common stock on the NYSE and cash dividend declared for the periods indicated:


					Cash Dividend						Cash
	High		Low		Declared						Dividend
2005
First Quarter	$	35.07	$	31.14	$	0.125
Second Quarter	$	34.81	$	28.75	$	0.188
Third Quarter	$	34.26	$	30.31	$	0.188
Fourth Quarter	$	33.44	$	29.60	$	0.188
							High		Low		Declared
2006
First Quarter	$	32.84	$	27.82	$	0.188	$	32.84	$	27.82	$	.1875
Second Quarter	$	31.54	$	27.34	$	0.188		31.54		27.34		.1875
Third Quarter	$	31.64	$	27.17	$	0.188		31.64		27.17		.1875
Fourth Quarter	$	35.88	$	28.83	$	0.188		35.88		28.83		.1875

2007
First Quarter	$	37.55	$	34.54	$	0.188	$	37.55	$	34.45	$	.1875
Second Quarter (through May 25, 2007)	$	38.35	$	34.90	$	0.188
Second Quarter								38.58		34.90		.1875
Third Quarter								38.24		33.51		.1875
Fourth Quarter								38.02		32.02		.1875

2008
First Quarter							$	36.55	$	25.90		—
Second Quarter (through May 27, 2008)							$	35.30	$	26.74		—

On October 24, 2006, which was the trading day immediately prior to the date on which we announced that Clear Channel’s board of directors was exploring possible strategic alternatives for Clear Channel to enhance shareholder value, Clear Channel’s common stock closed at $32.20 per share, and the average closing stock price of Clear Channel common stock during the 60 trading days ended October 24, 2006 was $29.27 per share. On November 15, 2006, which was the last trading day before we announced that Clear Channel’s board of directors has approved the merger agreement, Clear Channel common stock closed at $34.12 per share. On May ~~25, 2007,~~9, 2008, which was the last trading day before ~~this proxy statement/prospectus was printed,~~we announced that the parties to the Actions were engaged in settlement discussions, Clear Channel common stock closed at ~~$38.24~~$30.00 per share. On , which was the last trading day before the date of this proxy statement/prospectus, Clear Channel common stock closed at $ per share. You are encouraged to obtain current market quotations for Clear Channel common stock in connection with voting your shares.

As of ~~May 15, 2007,~~, there were ~~496,658,218~~ shares of Clear Channel common stock outstanding held by approximately ~~3,169~~ holders of record.

DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK

If the merger is completed, Clear Channel’s common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Clear Channel will no longer file periodic reports with the SEC on account of Clear Channel’s common stock.

Holdings Class A common stock is not currently traded or quoted on a stock exchange is not expected to be traded on a national securities exchange subsequent to the merger. It is anticipated that, after the merger, Holdings Class A common stock will be registered under the Exchange Act and will be quoted on the Over-the-Counter-Bulletin Board. Upon consummation of the merger, Holdings will file the reports specified in Section 13(a) of the Exchange Act and the rules thereunder for a period of two years following the merger.

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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The table below sets forth information concerning the beneficial ownership of Clear Channel common stock as of May ~~15, 2007~~28, 2008 for each member of Clear Channel’s board of directors, each of Clear Channel’s named executive officers, Clear Channel’s directors and executive officers as a group and each person known to Clear Channel to own beneficially more than 5% of the outstanding Clear Channel common stock. At the close of business on May ~~15, 2007,~~28, 2008, there were ~~496,658,218~~498,017,074 shares of Clear Channel common stock outstanding. Except as otherwise noted, each shareholder has sole voting and investment power with respect to the shares beneficially owned.

Please see the footnotes below for the disclosure required by the Exchange Act, for each of the parties listed below. We obtained the information presented below for shareholders other than executive officers and directors from Form 13Fs, Schedule 13Gs and amendments thereto, which reflect beneficial ownership as of the dates indicated in the Form 13Fs, Schedule 13Gs or amendments thereto.


	Amount and						Amount and
	Nature of			Percent			Nature of			Percent
	Beneficial			of			Beneficial			of
Name	Ownership (1)			Class			Ownership(1)			Class
Alan D. Feld		66,996	(2)		*			60,619	(2)		*
Perry J. Lewis		192,971	(3)		*			128,645	(3)		*
L. Lowry Mays		31,563,419	(4)		6.3	%		31,198,629	(4)		6.2	%
Mark P. Mays		2,366,281	(5)		*			3,047,530	(5)		*
Randall T. Mays		1,976,059	(6)		*			2,588,307	(6)		*
B. J. McCombs		4,816,669	(7)		1.0	%		4,818,447	(7)		1.0	%
Phyllis B. Riggins		17,241	(8)		*			21,308	(8)		*
Theodore H. Strauss		206,942	(9)		*			200,565	(9)		*
J. C. Watts		21,224	(10)		*			25,291	(10)		*
John H. Williams		64,667	(11)		*			60,379	(11)		*
John B. Zachry		4,500	(12)		*			11,500	(12)		*
John E. Hogan		403,440	(13)		*			528,091	(13)		*
Paul J. Meyer		21,874	(14)		*			21,874			*
Herb Hill		144,432	(15)					148,039	(14)		*
Andy Levin		77,889	(16)
Don Perry		27,104	(17)
FMR Corp (18)		48,216,851			9.7	%
Highfields Capital Management LP (19)		24,854,400			5.0	%
All Directors and Executive Officers as a Group (16 persons)		41,814,818	(20)		8.3	%
Andrew W. Levin								105,470	(15)		*
UBS (16)								28,864,257			5.8	%
Highfields Capital Management LP (17)								38,133,415			7.7	%
All Directors and Executive Officers as a Group (15 persons)								42,196,319	(18)		8.4	%


*		Percentage of shares beneficially owned by such person does not exceed one percent of the class so owned.

(1)		Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise, has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership by a person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date and the number of unissued shares as to which such person has the right to acquire voting and/or investment power within 60 days. Unless otherwise indicated, the number of shares shown includes outstanding shares of common stock owned as of ~~November 30, 2006~~April 18, 2008 by the person indicated and shares underlying options owned by such person on ~~November 30, 2006~~April 18, 2008 that are exercisable within 60 days of that date.

(2)		Includes ~~48,042~~39,165 shares subject to options held by Mr. Feld. Excludes 9,000 shares owned by Mr. Feld’s wife, as to which Mr. Feld disclaims beneficial ownership.

(3)		Includes ~~125,314~~58,488 shares subject to options held by Mr. Lewis, 39,953 of which are held in a margin

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(b) Except as may relate to any person from whom the Company has received, after the date hereof and prior to the No-Shop Period Start Date, an Excluded Competing Proposal, commencing on the No-Shop-Period Start Date (and with respect to any persons from whom the Company has received, after the date hereof and prior to the No-Shop Period Start Date, an Excluded Competing Proposal commencing on January 5, 2007) the Company shall, and the Company shall cause its subsidiaries and Representatives (including financial advisors) to, (i) immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted heretofore by the Company, its subsidiaries or any Representatives with respect to any actual or potential Competing Proposal, and (ii) with respect to parties with whom discussions or negotiations have been terminated on, prior to or subsequent to the date hereof, the Company shall use its reasonable best efforts to obtain the return or the destruction of, in accordance with the terms of the applicable confidentiality agreement, and confidential information previously furnished by the Company, its subsidiaries or its Representatives. From and after the No-Shop Period Start Date until and with respect to any Excluded Competing Proposal from and after January 5, 2007) the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant toSection 8.01, and except as otherwise specifically provided for in thisSection 6.07, the Company agrees that neither it nor any subsidiary shall, and that it shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) initiate, solicit, or knowingly facilitate or encourage the submission of any inquiries proposals or offers with respect to a Competing Proposal (including by way of furnishing information); (ii) participate in any negotiations regarding, or furnish to any person any information in connection with, any Competing Proposal; (iii) engage in discussions with any person with respect to any Competing Proposal; (iv) approve or recommend any Competing Proposal; (v) enter into any letter of intent or similar document or any agreement or commitment providing for any Competing Proposal; or (vi) otherwise cooperate with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person (other than the Parents or their representatives) with respect to, or which would reasonably be expected to result in, a Competing Proposal; or (vii) exempt any person from the restrictions contained in any state takeover or similar laws or otherwise cause such restrictions not to apply to any person or to any Competing Proposal.

(c) Notwithstanding the limitations set forth inSection 6.07(b), from the date hereof and prior to the receipt of Requisite Shareholder Approval, if the Company receives any written Competing Proposal which the Board of Directors of the Company believes in good faith to be bona fide and did not result from a breach ofSection 6.07(b), (i) which the Board of Directors of the Company determines, after consultation with outside counsel and financial advisors, constitutes a Superior Proposal; or (ii) which the Board of Directors of the Company determines in good faith after consultation with the Company’s outside legal and financial advisors could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal, the Company may, subject to compliance withSection 6.07(h), take the following actions: (x) furnish information to the third party making such Competing Proposal, provided the Company receives from the third party an executed confidentiality agreement (the terms of which are substantially similar to, and no less favorable to the Company, in the aggregate, than those contained in the Confidentiality Agreements) and (y) engage in discussions or negotiations with the third party with respect to the Competing Proposal;provided,however, that the Company shall promptly provide the Parents any non-public information concerning the Company or any of its subsidiaries that is provided to the third party making such Competing Proposal or its Representatives which was not previously provided to the Parents.

(d) Neither the Board of Directors of the Company nor any committee thereof shall (i) change, qualify, withdraw or modify in any manner adverse to the Parents or Mergerco, or publicly propose to change, qualify, withdraw or modify in a manner adverse to the Parents or Mergerco, the Company Recommendation or the approval or declaration of advisability by such Board of Directors of the Company, or any Committee thereof, of this Agreement and the transactions contemplated hereby, including the Merger or (ii) take any other action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or otherwise take any action inconsistent with the Company Recommendation (a“Change of Recommendation”).

~~A-26~~

(e) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Requisite Shareholder Approval, the Company receives a Competing Proposal which the Board of Directors of the Company concludes in good faith, after consulting with outside counsel and financial advisors, constitutes a Superior Proposal, the

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Board of Directors of the Company may (x) effect a Change of Recommendationand/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors of the Company determines in good faith, after consultation with outside counsel and its financial advisor, that failure to take such action could reasonably be expected to violate its fiduciary duties under applicable Law; provided, however that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant toSection 8.02(a); andprovided,further, that the Board of Directors of the Company may not effect a Change of Recommendation pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) in response to a Superior Proposal unless (i) the Company shall have provided prior written notice to the Parents, at least five (5) business days in advance (the“Notice Period”), of its intention to effect a Change of Recommendation in response to such Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents and (ii) the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that the failure to make a Change of Recommendation in connection with the Superior Proposal could be reasonably likely to violate the Company’s Board of Directors’ fiduciary duties under applicable Law, and (iii) the Company shall have promptly notified the Parents in writing of the determinations described in clause (ii) above, and (iv) following the expiration of the Notice Period, and taking into account any revised proposal made by the Parents since commencement of the Notice Period, the Board of Directors of the Company has determined in good faith, after consultation with outside legal counsel, that such Superior Proposal remains a Superior Proposal;provided,however, that during such Notice Period the Company shall in good faith negotiate with the Parents, to the extent the Parents wish to negotiate, to enable the Parents to make such proposed changes to the terms of this Agreement, provided, further, that in the event of any material change to the material terms of such Superior Proposal, the Board of Directors of the Company shall, in each case deliver to the Parents an additional notice, and the Notice Period shall recommence; (v) the Company is in compliance, in all material respects, withSection 6.07, and (vi) with respect to a termination of this Agreement pursuant to the foregoing clause (y), the Company concurrently pays the Company Termination Fee pursuant toSection 8.02(a).

(f) The Company promptly (and in any event within two (2) calendar days) shall advise the Parents orally and in writing of any Competing Proposal or any inquiry, proposal or offer, request for information or request for discussions or negotiations with respect to or that would reasonably be expected to lead to any Competing Proposal, the identity of the person making any such Competing Proposal, or inquiry, proposal, offer or request and shall provide the Parents with a copy (if in writing) and summary of the material terms of any such Competing Proposal or such inquiry, proposal or request. The Company shall keep the Parents informed of the status (including any change to the terms thereof) of any such Competing Proposal or inquiry, proposal or request. The Company agrees that it shall not and shall cause the Company’s subsidiaries not to enter into any confidentiality agreement or other agreement with any person subsequent to the date of this Agreement which prohibits the Company from providing such information to the Parents. The Company agrees that neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision or any existing standstill or confidentiality agreement to which it or any of its subsidiaries is a party and that it and its subsidiaries shall enforce the provisions of any such agreement, unless failure by the Board of Directors of the Company to take such action could reasonably be expected to violate its fiduciary duties under applicable Law.

(g) Nothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from (i) disclosing to the Company’s shareholders a position contemplated byRules 14d-9 and14e-2(a) promulgated under the Exchange Act; or (ii) making any disclosure to its shareholders if the Board of Directors of the Company has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable state or federal securities Law; provided any such disclosure

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~~(other~~ (other than a “stop, look and listen” letter or similar communication of the type contemplated byRule 14d-9(f) under the Exchange Act) shall be deemed to be a Change of Recommendation unless the Board of Directors of the Company publicly reaffirms at least two (2) business days after a request by the Parents to do so its recommendation in favor of the adoption of this Agreement.

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(h) As used in this Agreement,“Competing Proposal”shall mean any proposal or offer (including any proposal from or to the Company’s shareholders from any person or “group” (as defined in Section 13(d) of the Exchange Act) other than the Parents, Mergerco and their respective subsidiaries relating to: (i) any direct or indirect acquisition or purchase, in any single transaction or series of related transactions, by any such person or group acting in concert, of 15% or more of the fair market value of the assets, issued and outstanding Company Common Stock or other ownership interests of the Company and its consolidated subsidiaries, taken as a whole, or to which 15% or more of the Company’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable; (ii) any tender offer or exchange offer (including through the filing with the SEC of a Schedule TO), as defined pursuant to the Exchange Act, that if consummated, would result in any person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 15% or more of the Company Common Stock; or (iii) any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving the Company as a result of which any person or group acting in concert would acquire assets, securities or businesses described in clause (i) above.

(i) As used in this agreement,“Superior Proposal”shall mean any bona fide written offer or proposal made by a third party (including any shareholder of the Company) to acquire (when combined with such party’s ownership of securities of the Company held immediately prior to such offer or proposal) greater than 50% of the issued and outstanding Company Common Stock or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization, an issuance of securities by the Company, a sale of all or substantially all the Company’s assets or otherwise, on terms which are not subject to a financing contingency and which the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial and legal advisors and consideration of all terms and conditions of such offer or proposal (including the conditionality and the timing and likelihood of consummation of such proposal), is on terms that are more favorable to the holders of the Company Common Stock from a financial point of view than the terms set forth in this Agreement or the terms of any other proposal made by the Parents after the Parents’ receipt of a notification of such Superior Proposal, taking into account at the time of determination, among any other factors, any changes to the terms of this Agreement that as of that time had been proposed by the Parents in writing and the conditionality and likelihood of consummation of the Superior Proposal.

Section 6.08 Directors’ and Officers’ Indemnification and ~~Insurance~~Insurance..

(a) Mergerco agrees that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors or officers, as the case may be, of the Company or its subsidiaries as provided in their respective Articles of Incorporation or Bylaws (or comparable organization documents) or in any agreement shall survive the Merger and shall continue in full force and effect. From and after the Effective Time, Mergerco and the Surviving Corporation shall (and Mergerco shall cause the Surviving Corporation to) indemnify, defend and hold harmless, and advance expenses to Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by: (i) the Articles of Incorporation or Bylaws (or equivalent organizational documents) of the Company or any of its subsidiaries or affiliates as in effect on the date of this Agreement; and (ii) any indemnification agreements of the Company or its subsidiaries or other applicable contract as in effect on the date of this Agreement.

(b) Without limiting the provisions ofSection 6.08(a), during the period ending on the sixth (6^th)(6th) anniversary of the Effective Time, the Surviving Corporation will: (i) indemnify and hold harmless each Indemnitee against and from any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil,

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criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Indemnitee’s capacity as a director or officer of the Company or of any other entity if such service was at the request or for the benefit of the Company or any of its subsidiaries; or (B) the Merger, the Merger Agreement and any transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses ~~(including~~

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(including attorneys’ fees) of any Indemnitee upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified. Notwithstanding anything to the contrary contained in thisSection 6.08(b) or elsewhere in this Agreement, neither Mergerco nor the Surviving Corporation shall (and Mergerco shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought under thisSection 6.08(b) unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation. The Surviving Corporation shall be entitled, but not obligated to, participate in the defense and settlement of any such matter;provided,however, that the Surviving Corporation shall not be liable for any settlement agreed to or effected without the Surviving Corporation’s written consent (which consent shall not be unreasonably withheld or delayed) upon reasonable prior notice and an opportunity to participate in the discussions concerning such settlement; andprovided,further, that the Surviving Corporation shall not be obligated pursuant to thisSection 6.08(b) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnitees of the Surviving Corporation) for all Indemnitees of the Surviving Corporation in any jurisdiction with respect to any single action except to the extent that two or more of such Indemnitees of the Surviving Corporation shall have an actual material conflict of interest in such action.

(c) At the Company’s election in consultation with the Parents, (i) the Company shall obtain prior to the Effective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope no less favorable than the existing policy of the Company for claims arising from facts or events that occurred on or prior to the Effective Time at a cost that does not exceed 300% of the annual premium currently paid by the Company for D&O Insurance (as defined below); or (ii) if the Company shall not have obtained such tail policy, the Parents will provide, or cause the Surviving Corporation to provide, for a period of not less than six (6) years after the Effective Time, the Indemnitees who are insured under the Company’s directors’ and officers’ insurance and indemnification policy with an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (the“D&O Insurance”) that is no less favorable, taken as a whole, than the existing policy of the Company or, if substantially equivalent insurance coverage is unavailable, the best available coverage,provided,however, that the Parents and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by the Company for such insurance;provided,further, that if the annual premiums of such insurance coverage exceed such amount, the Parents or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

(d) The Indemnitees to whom thisSection 6.08 applies shall be third party beneficiaries of thisSection 6.08. The provisions of thisSection 6.08 are intended to be for the benefit of each Indemnitee, his or her successors, heirs or representatives.

(e) Notwithstanding anything contained inSection 9.01 orSection 9.06 hereof to the contrary, thisSection 6.08 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Mergerco, the Surviving Corporation and its subsidiaries, and shall be enforceable by the Indemnitees and their successors, heirs or representatives. In the event that the Surviving Corporation or any of its successors or assigns consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in thisSection 6.08.

Section 6.09 Notification of Certain Matters. The Company shall give prompt notice to the Parents, and the Parents shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement, the Merger or the transactions

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contemplated hereby, or from any person alleging that the consent of such person is or may be required in connection with the Merger or the transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Mergerco; and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s

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knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby.

Section 6.10 Public Announcements. Except with respect to any action taken pursuant to, and in accordance with,Section 6.07 orArticle VIII, so long as this Agreement is in effect, the Parents and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transaction contemplated hereby, and shall not issue any such press release or make any such public statement without the prior consent of the other (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or any listing agreement with the NYSE to which the Company is a party.

Section 6.11 Employee Matters.

(a) During the one (1) year period commencing at the Effective Time, the Parents shall provide or shall cause the Surviving Corporation to provide to employees of the Company and any of its subsidiaries other than those Senior Executives who have existing employment agreements or other employees that enter into new employment arrangements with the Parents or the Surviving Corporation in connection with the consummation of the Merger ((“Company Employees”)) the same base salary or wages, as applicable, and bonus and employee benefits that are in the aggregate, no less favorable than the base salary or wages, as applicable, any bonus opportunities and employee benefits (excluding stock purchase plans and other equity based plans) being provided to Company Employees immediately prior to the Effective Time under the Company Benefit Plans.

(b) Without limitingSection 6.11(a) hereof, during the one (1) year period commencing at the Effective Time, the Parents shall provide or shall cause the Surviving Corporation to provide to each Company Employee who experiences a termination of employment, severance benefits that are no less than the severance benefits, if any, to which such Company Employee would be entitled under the severance policy set forth on Section 6.11(b) of the Company Disclosure Schedule. During the period specified above, severance benefits to Company Employees shall be determined without taking into account any reduction after the Effective Time in the base salary or hourly wage rate paid to Company Employees and used to determine severance benefits.

(c) For purposes of eligibility and vesting under the Employee Benefit Plans of the Parents, the Company, the Company subsidiaries and their respective affiliates providing benefits to any Company Employees after the Closing (the“New Plans”), and for purposes of accrual of vacation and other paid time off and severance benefits under New Plans, each Company Employee shall be credited with his or her years of service with the Company, the Company subsidiaries and their respective affiliates (and any additional service with any predecessor employer) before the Closing, to the same extent as such Company Employee was entitled, before the Closing, to credit for such service under any similar Company Benefit Plan,provided,however, that no such crediting shall result in the duplication of benefits under any Company Benefit Plan. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Benefit Plan in which such Company Employee participated immediately before the replacement; and (ii) for purposes of each New Plan providing medical, dental, pharmaceuticaland/or vision benefits to any Company Employee, the Parents shall use commercially reasonable efforts to cause all pre-existing condition exclusions andactively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the same extent as under the applicable Company Benefit Plan, and the Parents shall use commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents under an Company Benefit Plan during the portion of the plan year of the New Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximumout-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

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(d) Following the Effective Time, the Parents shall cause the Surviving Corporation and its subsidiaries to honor all collective bargaining agreements by which the Company or any of its subsidiaries is bound in accordance with their terms.

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(e) Nothing herein expressed or implied shall (i) confer upon any of the Company Employees any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever under or by reason of the Agreement or (ii) subject to the provisions ofSection 6.11(a) above, obligate the Parents, the Surviving Corporation or any of their respective subsidiaries to maintain any particular Company Benefit Plan or grant or issue any equity-based awards or limit the ability of the Parents to amend or terminate any of such Company Benefit Plans to the extent permitted thereunder in accordance with their terms. None of the provisions of this Agreement are intended to constitute an amendment to any Company Benefit Plan and no Company Employee shall have the right to enforce or compel the enforcement of any provisions of thisSection 6.11 or this Agreement.

Section 6.12 Conduct of Business by the Parents Pending the Merger. The Parents covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant toSection 8.01, the Parents, except as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned):

(a) shall not amend or otherwise change any of the Mergerco Organizational Documents that would be likely to prevent or materially delay the consummation of the transactions contemplated hereby;

(b) shall not acquire or make any investment in any corporation, partnership, limited liability company, other business organization or any division thereof that holds, or has an attributable interest in, any license, authorization, permit or approval issued by the FCC if such acquisition or investment would delay, impede or prevent receipt of the FCC Consent; and

(c) take any action that would be reasonably likely to cause a material delay in the satisfaction of the conditions contained inSection 7.01 orSection 7.03 or the consummation of the Merger.

Section 6.13 Financing.

(a) The Parents shall use their reasonable best efforts to (i) arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, (ii) negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfy on a timely basis all conditions applicable to the Parents or Mergerco in such definitive agreements that are within their control, (iv) consummate the Financing no later than the Closing, and (v) enforce their rights under the Financing Commitments. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments, (A) the Parents shall promptly notify the Company, and (B) the Parents shall use their reasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as whole, that are no more adverse to the Company, as promptly as practicable following the occurrence of such event but in no event later than the last day of the Marketing Period, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to thisSection 6.13(a) being referred to as the“Financing Agreements”). For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing, structured as a high yield financing, has not been consummated; and (y) all conditions set forth inArticle VII hereof have been satisfied or waived (other than conditions set forth inSection 7.02(c) andSection 7.03(d)) and (z) the bridge facilities contemplated by the Financing Commitments are available on terms and conditions described in the Financing Commitments, then the Parents shall agree to use the bridge facility contemplated by the Debt Commitment Letters, if necessary, to replace such high yield financing no later than the last date of the Marketing Period. In furtherance of the provisions of thisSection 6.13(a), one or more Debt Commitment Letters may be amended, restated, supplemented or otherwise modified or superseded to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, to increase the amount of indebtedness or otherwise replace one or more facilities with one or more new facilities or modify one or more facilities to replace or otherwise modify the Debt Commitment Letters, or otherwise in manner not less beneficial in the aggregate to Mergerco and the Parents (as

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determined in the reasonable judgment of the Parents) (the“New Debt Financing Commitments”), provided that the New Debt Financing Commitments shall not (i) adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect, (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable in any material

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respect to Mergerco than the terms set forth in the Equity Commitment Letters or one or more new debt facilities pursuant to the new debt facilities pursuant to the New Debt Financing Commitments.) Upon and from and after each such event, the term“Debt Financing”as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters that are not so superseded at the time in question and the New Debt Financing Commitments to the extent then in effect. For purposes of this Agreement,“Marketing Period” shall mean the first period oftwenty-five (25) consecutive business days throughout which (A) the Parents shall have the Required Financial Information that the Company is required to provide the Parents pursuant toSection 6.13(b), and (B) the conditions set forth inSection 7.01 orSection 7.02 (other thanSection 7.02(c)) shall be satisfied and nothing has occurred and no condition exists that would cause any of the conditions set forth inSection 7.02 (other thanSection 7.02(c)) to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty-five (25) consecutive business day period;provided,however, that if the Marketing Period has not ended on or prior to August 17, 2007, the Marketing Period shall commence no earlier than September 4, 2007 or if the Marketing Period has not ended on or prior to December 14, 2007, the Marketing Period shall commence no earlier than January 7, 2008. The Parents shall (x) furnish complete and correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material breach by any party of any of the Financing Commitments, any New Debt Financing Commitment or the Financing Arrangements of which the Parents become aware or any termination thereof, and (z) otherwise keep the Company reasonably informed of the status of the Parents’ efforts to arrange the Financing (or any replacement thereof).

(b) The Company shall, and shall cause its subsidiaries, and their respective officers, employees, consultants and advisors, including legal and accounting of the Company and its subsidiaries at the Parents’ sole expense, to cooperate in connection with the arrangement of the Financing as may be reasonably requested in advance written notice to the Company provided by the Parents (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries or otherwise impair, in any material respect, the ability of any officer or executive of the Company or Outdoor Holdings to carry out their duties to the Company and to Outdoor Holdings, respectively). Such cooperation by the Company shall include, at the reasonable request of the Parents, (i) agreeing to enter into such agreements, and to execute and deliver such officer’s certificates (which in the good faith determination of the person executing the same shall be accurate), including certificates of the chief financial officer of the Company or any subsidiary with respect to solvency matters and as are customary in financings of such type, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements, provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time; (ii) (x) preparing business projections, financial statements, pro forma statements and other financial data and pertinent information of the type required byRegulation S-X andRegulation S-K under the Securities Act and of the type and form customarily included in private placements resold under Rule 144A of the Securities Act to consummate the offerings of debt securities contemplated by the Financing Commitments, all as may be reasonably requested by the Parents and (y) delivery of audited consolidated financial statements of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2006 and December 31, 2007, as appropriate (together with the materials in clause (x), the“Required Financial Information”), which Required Financial Information shall be Compliant; (iii) making the Company’s Representatives available to assist in the Financing, including participation in a reasonable number of meetings, presentations (including management presentations), road shows, drafting sessions, due diligence sessions and sessions with rating agencies, including one or more meetings with prospective lenders, and assistance with the preparation of materials for rating agency presentations, offering documents and similar documents required in connection with the Financing; (iv) reasonably cooperating with the marketing efforts of the Debt Financing; (v) ensuring that any syndication efforts benefit from the existing lending and investment banking relationships of the Company and its subsidiaries (vi) using reasonable best efforts to obtain customary accountants’ comfort letters, consents, legal opinions, survey and title insurance as requested by the Parents along with such assistance and cooperation from such independent accountants and other professional

~~A-32~~

advisors as reasonably requested by the Parents; (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Debt Financing to (A) evaluate the Company’s current assets ,cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any

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of its subsidiaries, thereunder shall be effective until the Effective Time; and (viii) otherwise reasonably cooperating in connection with the consummation of the Financing and the syndication and marketing thereof, including obtaining any rating agencies’ confirmations or approvals for the Financing. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) prior to the Effective Time. The Parents shall, promptly upon request by the Company following the valid termination of this Agreement (other than in accordance withSection 8.01(i), reimburse the Company for all reasonable and documentedout-of-pocket costs incurred by the Company or any of its subsidiaries in connection with such cooperation. The Parents shall indemnify and hold harmless the Company and its subsidiaries for and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its subsidiaries). As used in thisSection 6.13(b),“Compliant”means, with respect to any Required Financial Information, that such Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact regarding the Company and it subsidiaries necessary in order to make such Required Financial Information not misleading and is, and remains throughout the Marketing Period, compliant in all material respects with all applicable requirements ofRegulation S-K andRegulation S-X and a registration statement onForm S-1 (or any applicable successor form) under the Securities Act, in each case assuming such Required Financial Information is intended to be the information to be used in connection with the Debt Financing contemplated by the Debt Commitment Letters.

Section 6.14 Actions with Respect to Existing Debt.

(a) As soon as reasonably practicable after the receipt of any written request by the Parents to do so, the Company shall commence, and shall cause the issuer under the Subsidiary Indenture (the“Subsidiary Issuer”) to commence, offers to purchase with respect to all of the outstanding aggregate principal amount of those series of the debt securities issued under the applicable indenture listed on Section 6.14 of the Mergerco Disclosure Schedule (the“Short-Dated Notes” ),), on such terms and conditions, including pricing terms, that are proposed, from time to time, by the Parents (each a“Debt Tender Offer”and collectively, the“Debt Tender Offers”) and the Parents shall assist the Company in connection therewith. As part of any Debt Tender Offer, the Company shall, and shall cause the Subsidiary Issuer to, solicit the consent of the holders of each series of the Short-Dated Notes to amend, eliminate or waive certain sections (as specified by the Parents) of the applicable Indenture. The Debt Tender Offer shall be made pursuant to an Offer to Purchase and Consent Solicitation Statement prepared by the Company in connection with the Debt Tender Offer in form and substance reasonably satisfactory to the Parents and the Company. Notwithstanding the foregoing, the closing of the Debt Tender Offers (and to make any payments for the Note Consents) shall be conditioned on the occurrence of the Closing, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date. The Company shall provide, and shall cause its subsidiaries to, and shall cause the Subsidiary Issuer and its subsidiaries to provide, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation requested by the Parents in connection with the Debt Tender Offers.

(b) Upon the request of the Parents pursuant to thisSection 6.14, the Company shall prepare, as promptly as practicable, the offer to purchase, together with any required related letters of transmittal and similar ancillary agreements (such documents, together with all supplements and amendments thereto, being referred to herein collectively as the“Debt Tender Offer Documents”), relating to the Debt Tender Offer and shall use its reasonable best efforts to cause to be disseminated to the record holders of the Short-Dated Notes, and to the extent known by the Company, the beneficial owners of the Short-Dated Notes, the Debt Tender Offer Documents; provided, however, that prior to the dissemination thereof, the Company shall provide copies thereof to the Parents not less than ten (10) business days in advance of any such dissemination (or such shorter period of time as is reasonably

~~A-33~~

practicable in light of when the Parents request that the Company commence the Debt Tender Offer) and shall consult with the Parents with respect to the Debt Tender Offer Documents and shall include in such Debt Tender Offer Documents all comments reasonably proposed by the Parents and reasonably acceptable to the Company. If at any time prior to the acceptance of Short-Dated Notes pursuant to the Debt Tender Offer any event should occur that is required by applicable Law to be set forth in an amendment of, or a supplement to, the Debt Tender Offer

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Documents, the Company shall use reasonable best efforts to prepare and disseminate such amendment or supplement; provided, however, that prior to such dissemination, the Company shall provide copies thereof to the Parents not less than two (2) business days (or such shorter period of time as is reasonably necessary in light of the circumstances) in advance of any such dissemination and shall consult with the Parents with respect to such amendment or supplement and shall include in such amendment or supplement all comments reasonably proposed by the Parents. The Company shall comply with the requirements ofRule 14e-1 promulgated under the Exchange Act, the Trust Indenture Act of 1939, as amended (the“TIA”), and any other applicable Law in connection with the Debt Tender Offer. Promptly following the expiration of the consent solicitation, assuming the requisite consent from the holders of the Short-Dated Notes (including from persons holding proxies from such holders) have been received, the Company shall and shall cause the Subsidiary Issuer to, cause appropriate supplemental indentures (the“Supplemental Indentures”) to become effective providing for the amendments of the applicable Indenture contemplated in the Debt Tender Offer Documents; provided, however, that notwithstanding the fact that the Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative unless and until all conditions to the Debt Tender Offer have been satisfied or (subject to approval by the Parents) waived by the Company in accordance with the terms hereof. The form and substance of the Supplemental Indentures shall be reasonably satisfactory to the Parents and the Company.

(c) The Company shall waive any of the conditions to the Debt Tender Offer as may be reasonably requested by the Parents (other than the conditions that the Debt Tender Offer is conditioned on the Merger as provided in clause (i) above), so long as such waivers would not cause the Notes Tender Offer to violate the Exchange Act, the TIA, or any other applicable Law, and shall not, without the prior written consent of the Parents, waive any condition to the Debt Tender Offer or make any change, amendment or modification to the terms and conditions of the Debt Tender Offer (including any extension thereof) other than as agreed between the Parents and the Company or as required in the reasonable judgment of the Company to comply with applicable Law.

(d) With respect to any series of Short-Dated Notes, if requested by the Parents in writing, in lieu of commencing a Debt Tender Offer for such series (or in addition thereto), the Company shall, to the extent permitted by the Indenture and the Debt Securities (as defined in the Indenture) for such Short-Dated Notes, (A) issue not less than thirty (30) days and not more than sixty (60) days prior to the Effective Time a notice of optional redemption for all of the outstanding aggregate principal amount of Short-Dated Notes of such series, as applicable, pursuant to Article Eleven of the Company Indenture and Article 3 of the Subsidiary Indenture and the other provisions of such Indentures applicable thereto or (B) take any actions reasonably requested by the Parents to facilitate the satisfactionand/or discharge of such series pursuant to Article Four of the Company Indenture and Article 8 of the Subsidiary Indenture and the other provisions of such Indentures applicable thereto and shall redeem or satisfyand/or discharge, as applicable, such series in accordance with the terms of the Indenture at the Effective Time; provided that prior to the Company being required to take any of the actions described in clause (A) or (B) above that cannot be conditioned upon the occurrence of the Closing, the Parents shall have, or shall have caused to be, deposited with the trustee under the Indenture sufficient funds to effect such redemption or satisfaction and discharge, which funds shall be returned to the Parents if the Agreement is terminated.

(e) If this Agreement is terminated pursuant toSection 8.01(e)prior to the consummation of the Merger, the Parents shall reimburse the Company for its reasonableout-of-pocket fees and expenses incurred pursuant to, and in accordance with, thisSection 6.14. If the Effective Time does not occur, the Parents shall indemnify and hold harmless the Company, its subsidiaries and their respective officers and directors and each person, if any, who controls the Company within the meaning of Section 20 of the Exchange Act from and against any and all damages suffered or incurred by them in connection with any actions taken pursuant to thisSection 6.14;provided,however, that the Parents shall not have any obligation to indemnify and hold harmless any such party or person to the extent any such damages suffered or incurred arose from disclosure regarding the Company that is determined to have contained a material misstatement or omission or due to the gross or negligent misconduct of the Company.

~~A-34~~

Section 6.15 Section 16(b). The Company shall take all steps reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt underRule 16b-3 of the Exchange Act.

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Section 6.16 Resignations. The Company shall prepare and deliver to the Parents at or prior to the Closing (i) evidence reasonably satisfactory to the Parents, as specified by the Parents reasonably in advance of the Closing, the resignation of any directors of the Company’s wholly owned subsidiaries effective at the Effective Time and (ii) all documents and filings, completed and executed by the appropriate directors of the Company and its wholly owned subsidiaries, that are necessary to record the resignations contemplated by the preceding clause (i).

Section 6.17 Certain Actions and Proceedings. Except as otherwise provided inSection 6.05, until this Agreement is terminated in accordance withSection 8.01 or otherwise, the Company shall consult with the Parents with respect to and the Parents shall be entitled to participate in, the defense of any action, suit or proceeding instituted against the Company (or any of its directors or officers) before any court of a Governmental Authority or threatened by any Governmental Authority or any third party, including a Company stockholder, to restrain, modify or prevent the consummation of the transactions contemplated by this Agreement, or to seek damages or a discovery order in connection with such transactions. The Company shall not enter into any agreement arrangement or understanding that limits, modifies or in any way contradicts the provisions of thisSection 6.17.

~~Article~~ARTICLE VII.

CONDITIONS TO THE MERGER

Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of the parties hereto to consummate the Merger are subject to the satisfaction or (waiver in writing if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a) the Requisite Shareholder Approval shall have been obtained in accordance with the Texas Acts, the rules and regulations of the NYSE;

(b) any applicable waiting period under the HSR Act and any applicable Foreign Antitrust Laws relating to the consummation of the Merger shall have expired or been terminated;

(c) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting the consummation of the Merger; and

(d) the FCC Consent shall have been obtained.

Section 7.02 Conditions to the Obligations of the Parents and Mergerco. The obligations of the Parents and Mergerco to consummate the Merger are subject to the satisfaction (or waiver in writing if permissible under applicable Law) on or prior to the Closing Date by the Parents of the following further conditions:

(a) the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Material Adverse Effect on the Company,” “material,” “in all material respects” or like words, except in the case ofSection 4.08) as of the date of this Agreement and as of the Effective Time with the same effect as though made on and as of the Effective Time (except for representations and warranties made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Material Adverse Effect on the Company,” “material,” “in all material respects” or like words, except in the case ofSection 4.08) would not, individually or in the aggregate, have a Material Adverse Effect on the Company. In addition, the representations and warranties set forth inSection 4.03(a) andSection 4.03(b) shall be true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate) and the representations and warranties set forth inSection 4.04(a) andSection 4.04(b) shall be true and correct in all

~~A-35~~

material respects as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent expressly made as of an earlier date in which case such representations and warranties will be true and correct as of such earlier date);

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(b) the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time;

(c) the Company shall have delivered to the Parents a certificate, dated the Effective Time and signed by its chief executive officer or another senior officer on behalf of the Company, certifying to the effect that the conditions set forth inSection 7.02(a) andSection 7.02(b) have been satisfied; and

(d) since the date of this Agreement, there shall not have been any Material Adverse Effect on the Company.

Section 7.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (or waiver in writing if permissible under applicable Law) by the Company of the following further conditions:

(a) each of the representations and warranties of the Parents and Mergerco contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Mergerco Material Adverse Effect,” “material,” “in all material respects” or like words) as of the date of this Agreement and as of the Effective Time with the same effect as though made on and as of the Effective Time (except for representations and warranties made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Mergerco Material Adverse Effect,” “material,” “in all material respects” or like words) would not, individually or in the aggregate, have a Mergerco Material Adverse Effect;

(b) The Parents and Mergerco shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time;

(c) The Parents shall have delivered to the Company a solvency certificate substantially similar in form and substance as the solvency certificate to be delivered to the lenders pursuant to the Debt Commitment Letters or any agreements entered into in connection with the Debt Financing; and

(d) The Parents shall have delivered to the Company a certificate, dated the Effective Time and signed by their respective chief executive officers or another senior officer on their behalf, certifying to the effect that the conditions set forth inSection 7.03(a) andSection 7.03(b) have been satisfied.

~~Article~~ARTICLE VIII.

TERMINATION, AMENDMENT AND WAIVER

Section 8.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company, as follows:

(a) by mutual written consent of each of the Parents and the Company;

(b) by either the Parents or the Company, if (i) the Effective Time shall not have occurred on or before 5:00 p.m., New York City Time, on the date that is twelve (12) months from the FCC Filing Date (such date, as may be extended in accordance with thisSection 8.01(b), being the“Termination Date”); and (ii) the party seeking to terminate this Agreement pursuant to thisSection 8.01(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date;provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are satisfied by action taken at the

~~A-36~~

Closing) other than the condition set forth inSection 7.01(b) orSection 7.01(d), the Parents or the Company may, by written notice to the other party, extend the Termination Date to 5:00 pm, New York City Time, on the date that is eighteen (18) months from the FCC Filing Date.

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(c) by either the Parents or the Company, if any Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and the other transactions contemplated hereby, and such Order or other action shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to thisSection 8.01(c) shall have used its reasonable best efforts to contest, appeal and remove such Order or other action; andprovided,further, that the right to terminate this Agreement under thisSection 8.01(c) shall not be available to a party if the issuance of such final, non-appealable Order was primarily due to the failure of such party to perform any of its obligations under this Agreement, including the obligations of the Parents underSection 6.05(b) of this Agreement;

(d) by the Parents or the Company if the Requisite Shareholder Approval shall not have been obtained by reason of the failure to obtain such Requisite Shareholder Approval at a duly held Shareholders’ Meeting or at any adjournment or postponement thereof;provided,however, that the Company shall not have the right to terminate this Agreement under thisSection 8.01(d) if the Company or any of its Representatives has failed to comply in any material respect with its obligations underSection 6.03,Section 6.04 orSection 6.07;

(e) by the Company if it is not in material breach of its obligations under this Agreement and if Mergercoand/or the Parents shall have breached or failed to perform in any material respect any of their representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform by Mergercoand/or the Parents (1) would result in a failure of a condition set forth inSection 7.01,Section 7.03(a) orSection 7.03(b), and (2) cannot be cured on or before the Termination Date, provided that the Company shall have given the Parents written notice, delivered at least thirty (30) days prior to such termination, stating the Company’s intention to terminate this Agreement pursuant to thisSection 8.01(e) and the basis for such termination and Mergercoand/or the Parents shall have failed to cure such breach or failure within such thirty (30) day period;

(f) by the Company if (i) all of the conditions set forth inSection 7.01 andSection 7.02 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing) and (ii) on or prior to the last day of the Marketing Period, none of Mergerco nor the Surviving Corporation shall have received the proceeds of the Financings sufficient to consummate the Merger and the transactions contemplated hereby;

(g) by the Parents if they and Mergerco are not in material breach of their obligations under this Agreement and if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform by the Company (1) would result in a failure of a condition set forth inSection 7.01,Section 7.02(a) orSection 7.02(b), and (2) cannot be cured on or before the Termination Date, provided that the Parents shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating Parents’ intention to terminate this Agreement pursuant to thisSection 8.01(g) and the basis for such termination and the Company shall have failed to cure such breach or failure within such thirty (30) day period;

(h) by the Company, prior to receipt of the Requisite Shareholder Approval with respect to a Superior Proposal and in accordance with, and subject to the terms and conditions of,Section 6.07(d); provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to thisSection 8.01(h) unless concurrent with such termination, the Company pays the Company Termination Fee.

(i) by the Parents if the Board of Directors of the Company or any committee thereof shall have (i) effected a Change of Recommendation; (ii) unless the Board of Directors of the Company has previously effected a Change of Recommendation, prior to the receipt of the Requisite Shareholder Approval, failed to reconfirm the Company Recommendation within five (5) business days of receipt of a written request from the Parents;provided, that the Parents shall only be entitled to one (1) such request; or (iii) unless the Board of Directors of the Company has previously effected a Change of Recommendation, failed to include in the Proxy

~~A-37~~

Statement distributed to the Company’s shareholders its recommendation that the Company’s shareholders approve and adopt this Agreement and the Merger.

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In the event of termination of this Agreement pursuant to thisSection 8.01, this Agreement shall terminate and there shall be no other liability on the part of any party (or Investor as the case may be) hereto (except for the Confidentiality Agreements referred to inSection 6.06(b), the Limited Guarantee and the provisions ofSection 8.02,Section 8.05(a),Section 9.07,Section 9.08 andSection 9.10).

Section 8.02 Termination Fees.

(a) If

(i) this Agreement is terminated by the Company pursuant toSection 8.01(h) or by the Parents pursuant toSection 8.01(i); or

(ii) this Agreement is terminated by the Parents or the Company pursuant toSection 8.01(d) or by the Parents pursuant toSection 8.01(g) ~~(due~~(due to a willful and material breach by the Company);provided,however, that (x) prior to, in the case ofSection 8.01(d), the Shareholders’ Meeting and, in the case ofSection 8.01(g), the date of termination of this Agreement, a Competing Proposal has been publicly announced or made known to the Company and, in the case of termination pursuant toSection 8.01(d), not withdrawn at least two (2) business days prior to the Shareholders Meeting, and (y) if within twelve (12) months after such termination of this Agreement the Company or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any Competing Proposal;

then in any such event the Company shall pay to the Parents a Company Termination Fee and the Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Mergercoand/or the Parents;provided,however, that if this Agreement is terminated by the Company or the Parents pursuant toSection 8.01(d) or by the Parents pursuant toSection 8.01(g) (due to a willful and material breach by the Company) and, in each case, no Company Termination Fee is then payable in respect thereof, then in each such case, the Company shall pay to the Parents the Expenses of Mergerco and the Parents, which amount shall not be greater than $45,000,000, and thereafter the Company shall be obligated to pay to the Parents the Company Termination Fee (less the amount of Expenses previously actually paid to the Parents pursuant to this sentence) in the event such Company Termination Fee becomes payable pursuant to thisSection 8.02(a), such payment to be made, by wire transfer of immediately available funds to an account designated by the Parents; (A) in the case of termination pursuant toSection 8.02(a)(i), prior to the termination of this Agreement by the Company pursuant toSection 8.01(h) or promptly following the termination of this Agreement by the Parents pursuant toSection 8.01(i) (and in any event no later than two (2) business days after the delivery to the Company of notice of demand for payment), and (B) in the case of termination pursuant toSection 8.02(a)(ii), promptly following the earlier of the execution of a definitive agreement or consummation of the transaction contemplated by any Competing Proposal (and in any event no later than two (2) business days after the delivery to the Company of notice of demand for payment); and in circumstances in which Expenses are payable, such payment shall be made to the Parents not later than two business days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Mergerco and the Parents (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such itemization); it being understood that in no event shall the Company be required to pay the fee referred to in thisSection 8.02(a) on more than one occasion.

(b) If this Agreement is terminated pursuant toSection 8.01(b),Section 8.01(e), orSection 8.01(f), then

(i) in the case of a termination pursuant toSection 8.01(b) orSection 8.01(e) (due to a willful and material breach by Mergercoand/or the Parents), if at such time, the Company is not in material breach of its obligations hereunder and all conditions to Mergerco’s and the Parents’ obligations to consummate the Merger shall have been satisfied, other than any of the conditions set forth inSection 7.01(b) or Section 7.01(d), then Mergerco shall pay to the Company a fee of $600,000,000 in cash;provided,however, that if at the time of such termination, (A) all conditions to Mergerco’s and the Parents’ obligations to consummate the Merger shall have been satisfied other than the condition set forth inSection 7.01(d), and (B) Mergerco, the Parents

~~A-38~~

and each Attributable Investor has complied in all material respects with their obligations underSection 6.05(a) hereof, then Mergerco shall instead pay to the Company a fee of $300,000,000; or

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(ii) in the case of a termination pursuant toSection 8.01(e) due to a willful and material breach by Mergercoand/or the Parents orSection 8.01(f) where clause (i) above is not applicable, then Mergerco shall pay to the Company a fee of $500,000,000 in cash,

(c) Each of the Company, Mergerco and the Parents acknowledges that the agreements contained in thisSection 8.02 are an integral part of the transactions contemplated by this Agreement, that without these agreements the Company, Mergerco and the Parents would not have entered into this Agreement, and that any amounts payable pursuant to thisSection 8.02 do not constitute a penalty. If the Company fails to pay as directed in writing by the Parents any amounts due to the Parents pursuant to thisSection 8.02 within the time periods specified in thisSection 8.02 or Mergerco fails to pay the Company any amounts due to the Company pursuant to thisSection 8.02 within the time periods specified in thisSection 8.02, the Company or Mergerco, as applicable, shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Mergerco and the Parents, on one hand, or the Company, on the other hand, as applicable, in connection with any action, including the lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive payment of the Mergerco Termination Fee pursuant to thisSection 8.02 or the guarantee thereof pursuant to the Limited Guarantees shall be the sole and exclusive remedy of the Company and its subsidiaries against Mergerco, the Parents, the Investors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents for the loss suffered as a result of this Agreement or the transaction contemplated hereby, and upon payment of such amount, none of Mergerco, the Parents, the Investors or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, including the Merger.

Section 8.03 Amendment. This Agreement may be amended by mutual agreement of the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time;provided,however, that, after the adoption and approval of this Agreement and the Merger by shareholders of the Company, there shall not be any amendment that by Law or in accordance with the rules of any stock exchange requires further approval by the shareholders of the Company without such further approval of such shareholders nor any amendment or change not permitted under applicable Law. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

Section 8.04 Waiver. At any time prior to the Effective Time, subject to applicable Law, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, and (c) subject to the proviso ofSection 8.03, waive compliance with any agreement or condition contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company, Mergerco and the Parents in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

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Section 8.05 Expenses; Transfer Taxes.

(a) Except as otherwise provided inSection 6.05(a), all Expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b) Notwithstanding anything to the contrary contained herein, the Surviving Corporation shall pay all documentary, sales, use, real property transfer, real property gains, registration, value added, transfer, stamp, recording and similar Taxes, fees, and costs together with any interest thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto incurred in connection with this Agreement and the transactions contemplated hereby regardless of who may be liable therefor under applicable Law, other than transfer taxes of any shareholder in connection with a transfer of his, her or its shares.

~~Article~~ARTICLE IX.

GENERAL PROVISIONS

Section 9.01 Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and any certificate delivered pursuant hereto by any person shall terminate at the Effective Time or upon the termination of this Agreement pursuant toSection 8.01, as the case may be, except that thisSection 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time or after termination of this Agreement, including, without limitation, those contained inSection 6.08,Section 6.11,Section 8.02,Section 8.05 and thisArticle IX.

Section 9.02 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with thisSection 9.02):

if to the Parents or Mergerco:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, MA 02199

Phone:617-516-2000

Fax:617-516-2010

Attn: John Connaughton

and

Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02110

Phone:617-227-1050

Fax:617-227-3514

Attn: Scott Sperling

with copies (which shall not constitute notice) to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Phone:617-951-7000

Fax:617-951-7050

Attn: David C. Chapin, Esq.

Attn: Alfred O. Rose, Esq.

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if to the Company:

Clear Channel Communications, Inc.

200 East Basse

San Antonio, TX 78209

Phone:210-822-2828

Fax:210-832-3433


	~~Attn:~~	~~Andy Levin, Executive Vice President and~~

Attn: Andy Levin, Executive Vice President and
Chief Legal Officer

with copies (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

2029 Century Park East, Suite 2400

Los Angeles, CA 90067

Phone:310-229-1000

Fax:310-229-1001

Attn: C.N. Franklin Reddick III

Section 9.03 Interpretation; Certain Definitions. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated. The table of contents and headings for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes. References to a person are also to its permitted successors and assigns.

Section 9.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Merger is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Merger be consummated as originally contemplated to the fullest extent possible.

Section 9.05 Assignment. Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; provided, that Mergerco may assign any of its rights and obligations to any direct or indirect wholly owned subsidiary of Mergerco, but no such assignment shall relieve Mergerco of its obligations hereunder. Further, the Company acknowledges and agrees that Mergerco may (i) elect to transfer its equity interests to any affiliate or direct or indirect wholly owned subsidiary of Mergerco, (ii) reincorporate in Texas or (iii) merge with or convert into a Texas corporation created solely for the purpose of the Merger, and any such transfer, reincorporation, merger or conversion shall not result in a breach of any representation, warranty or covenant of Mergercoand/or the Parents herein. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

Section 9.06 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto), the Confidentiality Agreements and the Limited Guarantees constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties, or any of them,

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with respect to the subject matter hereof and thereof and except for (a) the rights of the Company’s shareholders to receive the Merger Consideration at the Effective Time in accordance with, and subject to, the terms and conditions of this Agreement, (b) the right of the holders of Company Options to receive the Option Cash Payment at the Effective Time, in accordance with, and subject to, the terms and conditions of this Agreement, (c) the provisions ofSection 6.08 hereof, and (d) the last sentence ofSections 8.02(c) and (e) andSection 9.08(a) is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 9.07 Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of New York (other than with respect to matters governed by the Texas Acts with respect to which the Texas Acts shall apply and the DGCL with respect to matters with respect to which the DGCL shall apply), without giving effect to any choice or conflict of laws provision or rule.

Section 9.08 Consent to Jurisdiction; Enforcement.

(a) (i) The Company agrees that to the extent it has incurred losses or damages in connection with this Agreement, (i) the maximum aggregate liability of Mergerco for such losses or damages shall be limited to those amounts specified inSection 8.02(b), (ii) the maximum aggregate liability of each Parent for such losses or damages shall be zero, (iii) the maximum liability of each Guarantor, directly or indirectly, shall be limited to the express obligations of such Guarantor under its Limited Guarantee, and (iv) in no event shall the Company seek to recover any money damages in excess of such amount from Mergerco, the Parents, or the Guarantors or their respective Representatives and affiliates in connection therewith.

(b) The Company agrees that irreparable damage to Mergerco and the Parents would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Mergerco and the Parents shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in a state or federal court located in the United States or any state having jurisdiction, such remedy being in addition to any other remedy to which Mergerco or either Parent is entitled at law or in equity. The parties acknowledge that the Company shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by Mergerco or either Parent or to enforce specifically the terms and provisions of this Agreement and that the Company’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth inSection 8.02(b), as applicable, and under the Limited Guarantees.

(c) In addition, each of Mergerco, each Parent and the Company hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Western District of Texas and, if the United States District Court for the Western District of Texas does not accept such jurisdiction, the courts of the State of Texas, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Texas state or federal court. Each of Mergerco, each Parent and the Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(d) Each of Mergerco, each Parent and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. Nothing in thisSection 9.08 shall affect the right of any party to serve legal process in any other manner permitted by Law.

Section 9.09 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 9.10 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

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COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION 9.10.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Mergerco, the Parents and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.


	By: ~~/s/~~	/s/ Scott Sperling

Name: Scott Sperling

Title: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC


	By:	John Connaughton

Name: John Connaughton

Title: Managing Director

T TRIPLE CROWN FINCO, LLC


	By: ~~/s/~~	/s/ Scott Sperling

Name: Scott Sperling


	Title:	Co-President

~~Title: Co-President~~

COMPANY:

~~COMPANY:~~
CLEAR CHANNEL COMMUNICATIONS, INC.


	By: ~~/s/~~	/s/ Mark P. Mays

Name: Mark P. Mays


	Title:	Chief Executive Officer

Signature Page to

Agreement and Plan of Merger

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APPENDIX A

DEFINITIONS

As used in the Agreement, the following terms shall have the following meanings:

“Accountant”shall have the meaning set forth inSection 3.09(c).

“Additional Consideration Date”shall mean January 1, 2008.

“Additional Per Share Consideration”shall mean, if the Effective Time shall occur after the Additional Consideration Date, an amount, rounded to the nearest penny, equal to the lesser of (A) the pro rata portion, based upon the number of days elapsed since the Additional Consideration Date, of $37.60 multiplied by 8% per annum, per share or (B) an amount equal to (i) Operating Cash Flow for the period from and including the Additional Consideration Date through and including the last day of the last month preceding the Closing Date for which financial statements are available at least ten (10) calendar days prior to the Closing Date (the“Adjustment Period”) minus dividends paid or declared with respect to the period from and after the end of the Adjustment Period through and including the Closing Date and amounts committed or paid to purchase equity interests in the Company or derivatives thereof with respect to such period (but only to the extent that such dividends or amounts are not deducted from Operating Cash Flow for any prior period) divided by (ii) the sum of the number of outstanding shares of Company Common Stock (including outstanding Restricted Shares) plus the number of shares of Company Common Stock issuable pursuant to Convertible Securities outstanding at the Closing Date with exercise prices less than the Merger Consideration.

“Adjustment Period”shall have the meaning set forth in the definition of Additional Per Share Consideration.

“affiliate”of a specified person, shall mean a person who, directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with, such specified person.

“Aggregate Merger Consideration”shall have the meaning set forth inSection 3.02(a).

“Agreement”shall have the meaning set forth in the Preamble.

“Articles of Merger”shall have the meaning set forth inSection 2.03(a).

“Attributable Interest”shall have the meaning set forth inSection 6.05(a).

“Attributable Investor”shall have the meaning set forth inSection 6.05(a).

“Blue Sky Laws”shall mean state securities or “blue sky” laws.

“Book-Entry Shares”shall have the meaning set forth inSection 3.01(b).

“business day”shall mean any day on which the principal offices of the SEC in Washington, D.C. or the Secretary of State are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of New York.

“Certificate of Merger”shall have the meaning set forth inSection 2.03(a).

“Certificates”shall have the meaning set forth inSection 3.01(b).

“Change of Recommendation”shall have the meaning set forth inSection 6.07(d).

“Class A Preferred Stock”shall have the meaning set forth inSection 4.03(a).

“Class B Preferred Stock”shall have the meaning set forth inSection 4.03(a).

“Closing”shall have the meaning set forth inSection 2.02.

“Closing Date”shall have the meaning set forth inSection 2.02.

“Code”shall mean the Internal Revenue Code of 1986, as amended.

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“Communications Act”shall mean the Communications Act of 1934, as amended, and the rules, regulations and published policies and orders of the FCC thereunder.

“Company”shall have the meaning set forth in the Preamble.

“Company Accountant Expense”shall have the meaning set forth inSection 3.09(d).

“Company Benefit Plan”shall mean (i) each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), whether or not subject to ERISA, each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, (ii) each other plan, arrangement or policy (written or oral) relating to equity and equity-based awards, stock purchases, deferred compensation, bonus or other incentive compensation, severance, retention, salary continuation, educational assistance, material fringe benefits, leave of absence, vacation, change in control benefit, disability pension, welfare benefit, life insurance, or other material employee benefits, and (iii) each severance, consulting, change in control, employment, individual compensation or similar arrangement, in each case as to which the Company or its subsidiaries has any obligation or liability, contingent or otherwise, other than any (A) Multiemployer Plan; (B) governmental plan or any plan, arrangement or policy mandated by applicable Law and not otherwise insured, covered or set forth in any insurance contract, trust, escrow or other funding agreement; or (C) any employment contract applicable to employees performing services in jurisdictions outside of the United States that provides for severance only in accordance with applicable Laws.

“Company Common Stock”shall have the meaning set forth inSection 3.01(a).

“Company Disclosure Schedule”shall have the meaning set forth inArticle IV.

“Company Employees”shall have the meaning set forth inSection 6.11(a).

“Company ESPP”shall have the meaning set forth inSection 3.03(d).

“Company FCC Licenses”shall mean all main radio and television stations licenses, permits, authorizations, and approvals issued by the FCC to the Company and its subsidiaries for the operation of the Company Stations.

“Company Indenture”shall mean the Senior Indenture, dated as of October 1, 1997, as amended, modified and supplemented by supplemental indentures from time to time through and including the Twenty-First Supplemental Indenture dated as of October 1, 1997, between Clear Channel Communications, Inc. and The Bank of New York Trust Company, N.A., as trustee.

“Company Material Contract”shall have the meaning set forth inSection 4.13(a).

“Company Option”shall mean each outstanding option to purchase shares of Company Common Stock under any of the Company Option Plans.

“Company Option Plans”shall mean (i) the Company’s 1994 Incentive Stock Option Plan, 1994 Nonqualified Stock Option Plan, 1998 Stock Incentive Plan and 2001 Stock Incentive Plan and Sharesave Scheme and (ii) The ~~Ackerly~~Ackerley Group, Inc. Fifth Amended and Restated Employees Stock Option Plan, The 1998 AMFM Inc. Stock Option Plan, The 1999 AMFM Inc. Stock Option Plan, Capstar Broadcasting Corporation 1998 Stock Option Plan, Jacor Communication, Inc. 1997 Long-Term Incentive Stock Plan, The Marquee Group, Inc. 1996 Stock Option Plan, SFX Entertainment, Inc. 1998 Stock Option and Restricted Stock Plan, and SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan.

“Company Permits”shall have the meaning set forth inSection 4.06(a).

“Company Recommendation”shall have the meaning set forth inSection 6.04.

“Company SEC Documents”shall have the meaning set forth inArticle IV.

“Company Stations”shall mean all of the radio broadcast and television stations currently owned and operated by the Company and its subsidiaries, including full power television and radio broadcast stations and low power television stations, television translator stations, FM broadcast translator stations and FM broadcast booster stations.

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“Company Termination ~~Fee��~~Fee”means $500,000,000, except (i) in the event that this Agreement is terminated by the Company prior to January 5, 2007 pursuant toSection 8.01(h) or (ii) in the event that this Agreement is terminated by the Parents prior to January 5, 2007 pursuant toSection 8.01(i), and, in each case, such right of termination is based on the submission of an Excluded Competing Proposal, the Company Termination Fee shall be $300,000,000

“Competing Proposal”shall have the meaning set forth inSection 6.07(h).

“Compliant”shall have the meaning set forth inSection 6.13(b).

“Confidentiality Agreements”shall mean (i) the confidentiality agreement, dated as of October 20, 2006, by and between Thomas H. Lee Partners, L.P. and the Company, as amended, and (ii) the confidentiality agreement, dated as of October 25, 2006, by and between Bain Capital Partners, LLC and the Company, as amended.

“control” ~~(including~~(including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“Convertible Securities”shall mean any subscriptions, options, warrants, debt securities or other securities convertible into or exchangeable or exercisable for any shares of Equity Securities.

“D&O Insurance”shall have the meaning set forth inSection 6.08(c).

“Debt Commitment Letters”shall have the meaning set forth inSection 5.07(a).

“Debt Financing”shall have the meaning set forth inSection 5.07(a).

“Debt Securities”shall mean the “Securities” as defined in each of the Indentures.

“Debt Tender Offer”shall have the meaning set forth inSection 6.14(a).

“Debt Tender Offer Documents”shall have the meaning set forth inSection 6.14(b).

“DGCL”shall have the meaning set forth in the Recitals.

“Dissenting Shares”shall have the meaning set forth inSection 3.05.

“Divestiture”shall have the meaning set forth inSection 6.05(b).

“Divestiture Notice”shall have the meaning set forth inSection 6.05(b).

“Effect”shall have the meaning set forth in the definition of Material Adverse Effect on the Company.

“Effective Time”shall have the meaning set forth inSection 2.03(a).

“Employee Benefit Plan”shall mean “employee benefit plans” as defined in Section 3(3) of ERISA.

“Equity Commitment Letters”shall have the meaning set forth inSection 5.07(a).

“Equity Financing”shall have the meaning set forth inSection 5.07(a).

“Equity Securities”shall mean any shares of capital stock of, or other equity interests or voting securities in, the Company or any of its subsidiaries, as applicable.

“ERISA”shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Additional Per Share Consideration”shall have the meaning set forth inSection 3.09(a).

“Estimated Additional Per Share Consideration Resolution Period”shall have the meaning set forth inSection 3.09(b).

“Exchange Act”shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Fund”shall have the meaning set forth inSection 3.02(a).

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“Excluded Competing Proposal”shall have the meaning set forth inSection 6.07(a).

“Expenses”shall mean all reasonableout-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its affiliates and equity holders) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of shareholder and shareholder approvals, the filing of any required notices under the HSR Act or other similar regulations, any filings with the SEC or the FCC and all other matters related to the closing of the Merger and the other transactions contemplated by this Agreement.

“FCC”shall mean the Federal Communications Commission or any successor entity.

“FCC Applications”shall have the meaning set forth inSection 6.05(a).

“FCC Consent”shall mean any action by the FCC (including action duly taken by the FCC’s staff pursuant to delegated authority) granting its consent to the transfer of control or assignment to Mergerco or the Parents (or an affiliate of Mergerco or the Parents) of those authorizations, licenses, permits, and other approvals, issued by the FCC, and used in the operation of the Company Stations, pursuant to appropriate applications filed by the parties with the FCC, as contemplated by this Agreement.

“FCC Filing Date”shall mean the last date upon which all FCC Applications are filed with the FCC, but in no event later than the 30th business day from the date hereof.

“FCC Media Ownership Rules”shall mean the FCC’s media ownership rules set forth at 47 C.F.R. Section 73.3555, and the notes thereto, as in effect on the date of this Agreement.

“Financing”shall have the meaning set forth inSection 5.07(a).

“Financing Agreements”shall have the meaning set forth inSection 6.13(a).

“Financing Commitments”shall have the meaning set forth inSection 5.07(a).

“Foreign Antitrust Laws”shall mean anynon-U.S. Laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment.

“FTC”shall mean the Federal Trade Commission.

“GAAP”shall mean the United States generally accepted accounting principles.

“Governmental Authority”shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court.

“HSR Act”shall mean theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Indemnitee”shall mean any individual who, on or prior to the Effective Time, was an officer or director of the Company or served on behalf of the Company as an officer or director of any of the Company’s subsidiaries or any of their predecessors in all of their capacities (including as shareholder, controlling or otherwise) and the heirs, executors, trustees, fiduciaries and administrators of such officer or director.

“Indenture”shall mean each of, as the context may require, the Company Indenture and the Subsidiary Indenture.

“Investors”shall have the meaning set forth inSection 5.07(a).

“IRS”shall mean the Internal Revenue Service.

“knowledge”shall mean the actual knowledge of the officers and employees of the Company and the Parents set forth on Section A of the Company Disclosure Schedule and Section A of the Mergerco Disclosure Schedule, respectively, without benefit of an independent investigation of any matter.

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“Law”shall mean any and all domestic (federal, state or local) or foreign laws, rules, regulations, orders, judgments or decrees promulgated by any Governmental Authority.

“Lien”shall mean liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind.

“Limited Guarantee”shall have the meaning set forth in the Recitals.

“LMA”shall mean any local marketing agreement, time brokerage agreement, joint sales agreement, shared services agreement or other similar contract in which the Company or any subsidiary has an Attributable Interest in respect of providing programming, advertising or other services to any radio or television broadcast station.

“Marketing Period”shall have the meaning set forth inSection 6.13(a).

“Master Agreement”shall have the meaning set forth inSection 6.01(q).

“Material Adverse Effect on the Company”shall mean any event, state of facts, circumstance, development, change, effect or occurrence (an“Effect”) that has had or would reasonably be expected to have a material adverse effect on the business condition (financial or otherwise, operations or results of operations of the Company and its subsidiaries, taken as a whole, other than (i) any Effect resulting from (A) changes in general economic or political conditions or the securities, credit or financial markets in general, in each case, generally affecting the general television or radio broadcasting, music, internet, outdoor advertising or event industries, (B) general changes or developments in the general television or radio broadcasting, music, internet or event industries, including general changes in law or regulation across such industries, (C) the announcement of the merger agreement or the pendency or consummation of the merger, (D) the identity of Mergerco, the Investors or any of their affiliates as the acquiror of the Company, (E) compliance with the terms of, or the taking of any action required by, the merger agreement or consented to by the Parents, (F) any acts of terrorism or war (other than any of the foregoing that causes any damage or destruction to or renders unusable any facility or property of the Company or any of its subsidiaries), (G) changes in GAAP or the interpretation thereof, or (H) any weather related event, except, in the case of the foregoing clauses (A) and (B), to the extent such changes or developments referred to therein would reasonably be expected to have a materially disproportionate impact on the Company and its subsidiaries, taken as a whole, relative to other for profit participants in the industries and in the geographic markets in which the Company conducts its businesses after taking into account the size of the Company relative to such other for profit participants; or (ii) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure shall be considered in determining whether there is a Material Adverse Effect on the Company).

“Material Subsidiaries”shall have the meaning set forth inSection 4.01.

“Merger”shall have the meaning set forth in the Recitals.

“Merger Consideration”shall have the meaning set forth inSection 3.01(b).

“Mergerco”shall have the meaning set forth in the Preamble.

“Mergerco Common Stock”shall have the meaning set forth inSection 3.01(c).

“Mergerco Disclosure Schedule”shall have the meaning set forth inArticle V.

“Mergerco Equity Interests”shall have the meaning set forth inSection 5.09.

“Mergerco Material Adverse Effect”shall mean any event, state of facts, circumstance, development, change, effect or occurrence that is materially adverse to the business, financial condition or results of operations of Mergerco and Mergerco’s subsidiaries taken as a whole or may reasonably be expected to prevent or materially delay or materially impair the ability of Mergerco or any of its subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.

“Mergerco Organizational Documents”shall have the meaning set forth inSection 5.02.

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“Mergerco Shares”shall have the meaning set forth inSection 5.09.

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“Mergerco Termination Fee”shall have the meaning set forth inSection 8.02(b).

“Multiemployer Plan”shall mean any “multiemployer plans” within the meaning of Section 3(37) of ERISA.

“New Debt Financing Commitments”shall have the meaning set forth inSection 6.13(a).

“New Plans”shall have the meaning set forth inSection 6.11(c).

“No-Shop Period Start Date”shall have the meaning set forth inSection 6.07(a).

“Notice Period”shall have the meaning set forth inSection 6.07(e).

“NYSE”shall mean the New York Stock Exchange.

“Operating Cash Flow”shall mean, for any period, an amount determined on a consolidated basis for the Company and its subsidiaries as follows:

(A) an amount determined in accordance with GAAP (as in effect on the date hereof), consistently applied, equal to the sum of net income, excluding therefrom any amount described in one or more of the following clauses (but only to the extent included in net income):

(i) the aggregate after-tax amount, if positive, of any net extraordinary, nonrecurring or unusual gains,

(ii) any items of gain or loss from Permitted Divestitures,

(iii) any items of gain or loss from the change in value or disposition of investments, including with respect to marketable securities and forward exchange contracts,

(iv) any non-cash income, gain or credits included in the calculation of net income,

(v) any net income or loss attributable to non-wholly owned subsidiaries or investments, except to the extent the Company has received a cash dividend or distribution or an intercompany cash payment with respect thereto during such period,

(vi) any net income attributable to foreign subsidiaries, except to the extent the Company has received a cash dividend or distribution or an intercompany cash payment with respect thereto during such period, and

(vii) the cumulative effect of a change in accounting principle, plus

(B) to the extent net income has been reduced thereby and without duplication, amortization of deferred financing fees included in interest expense, depreciation and amortization (including amortization of film contracts) and other non-cash charges that in the case of items described in this clause (B) are (i) not attributable to subsidiaries whose net income is subject to clause (A)(v) or (A)(vi) above and (ii) not in the nature of provisions for future cash payments, minus

(C) the amount of cash taxes paid or accrued with respect to such period (including provision for taxes payable in future periods) to the extent exceeding the amount of tax expense deducted in determining net income, minus

(D) dividends paid or declared with respect to such period and amounts committed or paid to purchase equity interests in the Company or derivatives thereof with respect to such period, minus

(E) capital expenditures made in cash or accrued with respect to such period, minus

(F) with respect to any income realized outside of the United States, any amount of taxes that would be required to be paid in order to repatriate such income to the United States, minus

(G) cash payments made or scheduled to be made with respect to film contracts.

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“Option Cash Payment”shall have the meaning set forth inSection 3.03(a).

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“Order”shall mean any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding by or with any Governmental Authority.

“Outdoor Holdings”shall mean Clear Channel Outdoor Holdings, Inc., a Delaware corporation.

“Outdoor SEC Documents”shall mean all documents filed with the SEC by Outdoor Holdings between November 2, 2005 and the date hereof (together with all forms, documents, schedules, certifications, prospectuses, reports, and registration, proxy and other statements, required to be filed or furnished by it with or to the SEC between November 2, 2005 and the date hereof including any such documents filed during such periods on a voluntary basis onForm 8-K) in each case including all exhibits and schedules thereto and documents incorporated by reference therein.

“Parents”shall have the meaning set forth in the Preamble.

“Paying Agent”shall have the meaning set forth inSection 3.02(a).

“Permitted Lien”shall mean (i) any Lien for Taxes not yet due or being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established on the financial statements in accordance with GAAP; (ii) Liens securing indebtedness or liabilities that are reflected in the Company SEC Documents; (iii) such non-monetary Liens or other imperfections of title, if any, that, do not have, individually or in the aggregate, a Material Adverse Effect on the Company, including, without limitation, (A) easements or claims of easements whether shown or not shown by the public records, boundary line disputes, overlaps, encroachments and any matters not of record which would be disclosed by an accurate survey or a personal inspection of the property, (B) rights of parties in possession, (C) any supplemental Taxes or assessments not shown by the public records and (D) title to any portion of the premises lying within the right of way or boundary of any public road or private road; (iv) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (v) Liens disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to the Parents); and (vi) mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, incurred in the ordinary course of business.

“Permitted Divestitures”shall have the meaning set forth on Section 6.01(i) of the Company Disclosure Schedule.

“person”shall mean an individual, a corporation, limited liability company, a partnership, an association, a trust or any other entity or organization, including, without limitation, a Governmental Authority.

“Proxy Statement”shall have the meaning set forth inSection 6.03(a).

“Renewal Application”shall have the meaning set forth inSection 6.05(d).

“Renewal Station”shall have the meaning set forth inSection 6.05(d).

“Representatives”shall have the meaning set forth inSection 6.06(a).

“Required Financial Information”shall have the meaning set forth inSection 6.13(b).

“Requisite Shareholder Approval”shall mean the affirmative vote of the holders of two-thirds of the outstanding Shares of Company Common Stock to approve this Agreement and the transactions contemplated thereby.

“Restricted Share”shall have the meaning set forth inSection 3.03(b).

“Rollover Share”shall mean each Equity Security or Convertible Security owned by an employee of the Company that is expressly designated as a Rollover Share in an agreement of such employee and the Parents to be entered into between the date hereof and the Closing Date.

“SEC”shall mean the Securities and Exchange Commission.

“SEC Filings”shall have the meaning set forth inSection 4.12.

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“Secretary of State”shall have the meaning set forth inSection 2.03(a).

~~A-51~~

“Securities Act”shall mean the Securities Act of 1933, as amended.

“Senior Executives”shall mean the “named executive officers” identified in the Company’s Proxy Statement filed with the SEC on March 14, 2006

“Shareholders’ Meeting”shall have the meaning set forth inSection 6.04.

“Short-Dated Notes”shall have the meaning set forth inSection 6.14(a).

“subsidiary”of any person, shall mean any corporation, limited liability company, partnership, association, trust, joint venture or other legal entity (other than any dormant or inactive corporation, limited liability company, partnership, association, trust, joint venture or other legal entity) the accounts of which would be consolidated with those of such party in such party’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust, joint venture or other legal entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more subsidiaries of such party or by such party and one or more subsidiaries of such party;provided,however, that the following rules of interpretation shall be applied with respect to the use of the term “subsidiary” or “subsidiaries,” as they are applied to Outdoor Holdings and any other subsidiary of the Company which is not wholly owned: (i) when used in the representations and warranties of the Company contained in this Agreement, with respect to Outdoor Holdings and any other subsidiary of the Company that is not wholly owned, the representation or warranty shall be made solely to the Company’s knowledge and (ii) whenever this Agreement obligates any subsidiary to take or not to take, or requires that the Company cause any subsidiary to take, or not to take, any action, such covenant shall be satisfied with respect to Outdoor Holdings and any other subsidiary of the Company that is not wholly owned, upon the Company’s request of such subsidiary to (i) take, or not to take, as the case may be, such action, and (ii) with respect to Outdoor Holdings, if such action is contemplated by the Master Agreement, upon the Company’s exercise of its rights under the Master Agreement with respect to such action.

“Subsidiary Indenture”shall mean the Indenture, dated as of November 17, 1998, as amended, modified and supplemented by that certain First Supplemental Indenture dated as of August 23, 1999, that certain Second Supplemental Indenture dated as of November 19, 1999 and that certain Third Supplemental Indenture dated as of January 18, 2000, among AMFM Operating Inc., each subsidiary guarantor party thereto and The Bank of New York, as trustee.

“Subsidiary Issuer”shall have the meaning set forth inSection 6.14(a).

“Surviving Corporation”shall have the meaning set forth inSection 2.01.

“Surviving Corporation Common Stock”shall have the meaning set forth inSection 3.01(c).

“Superior Proposal”shall have the meaning set forth inSection 6.07(i).

“Supplemental Indentures”shall have the meaning set forth inSection 6.14(b).

“Tax”or“Taxes”shall mean any and all taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any governmental or taxing authority including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs’ duties, tariffs, and similar charges; and liability for the payment of any of the foregoing as a result of (w) being a transferee or successor, (x) being a member of an affiliated, consolidated, combined or unitary group, (y) being party to any tax sharing agreement and (z) any express or implied obligation to indemnify any other person with respect to the payment of any of the foregoing.

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“Tax Returns”shall mean returns, reports, claims for refund, declarations of estimated Taxes and information statements, including any schedule or attachment thereto or any amendment thereof, with respect to Taxes required

~~A-52~~

to be filed with the IRS or any other governmental or taxing authority, domestic or foreign, including consolidated, combined and unitary tax returns.

“TBCA”shall have the meaning set forth in the Recitals.

“TBOC”shall have the meaning set forth in the Recitals.

“TIA”shall have the meaning set forth inSection 6.14(b).

“Termination Date”shall have the meaning set forth inSection 8.01(b).

“Texas Acts”shall have the meaning set forth in the Recitals.

“Tolling Agreement”shall have the meaning set forth inSection 6.05(d).

“Total Option Cash Payments”shall have the meaning set forth inSection 3.03(a).

“WARN Act”shall mean the Worker Adjustment and Restraining Notification (WARN) Act of 1988.

A-53

SUMMARY OF CONTENTS OF

COMPANY DISCLOSURE SCHEDULE

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,

B TRIPLE CROWN FINCO, LLC,

T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by the Company in connection with the Agreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement.*

Section 3.03(a). Stock Options and Other Awards.

List of outstanding options to purchase shares of common stock of the Company, for which consent may be required for consummation of the transactions contemplated by Section 3.03 of the Agreement.

Section 4.01(a). Material Subsidiaries.

List of material subsidiaries.

Section 4.02. Articles of Incorporation and Bylaws.

List of material subsidiaries for which articles of incorporation and bylaws were not made available to Mergerco or the Parents.

Section 4.03(b). Capitalization.

List of certain outstanding warrants and disclosure of information relating to outstanding shares of common stock reserved for issuance under certain equity incentive plans.

Section 4.05(a). No Conflicts; Required Filings and Consents.

List of agreements that the transactions contemplated by the Agreement may conflict with or require the making of a filing or the obtaining of a consent.

Section 4.06(b). Permits and Licenses; Compliance with Laws.

List of television and radio stations.

Section 4.11. Taxes.

Disclosure of information regarding disputes over taxes, audits, examinations and other tax matters.

Section 4.14. Employee Benefits and Labor Matters.

Disclosure of information relating to the Company’s employee benefits plans, including potential liabilities under outstanding plans upon the consummation of the transactions contemplated by the Agreement.

Section 5.07(c). Available Funds.

List of entities with which the Parents may not enter into discussions, negotiations, arrangements, understandings or agreements with respect to Equity Financing.

Section 6.01(i). Permitted Divestitures.

Disclosure of information regarding divestitures of assets of the Company permitted under the Agreement. Listing of pending sales agreements.

* Pursuant to Item 601(b)(2) ofRegulation S-K, the Registrant hereby agrees to furnish supplementally a copy of the Company Disclosure Schedule to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

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Section 6.01(j). Tax Settlements.

Disclosure of tax settlements.

Section 6.01(l). Compensation.

Disclosure of potential increases in compensation to directors or senior executives in excess of the limitations set forth in the Agreement.

Section 6.01(m). Capital Expenditures.

Disclosure of capital expenditures in excess of the limitations set forth in the Agreement.

Section 6.01(n). Investments.

Disclosure of investments in excess of the limitations set forth in the Agreement.

Section 6.05(d). Pending Renewal Applications.

List of renewal applications pending with the Federal Communications Commission.

Section 6.11(b). Severance Benefits.

Disclosure of the Company’s severance policy.

Schedule A. Knowledge Persons.

List of persons whose knowledge constitutes the Company’s knowledge for purposes of the Agreement.

A-56

SUMMARY OF CONTENTS OF

MERGERCO DISCLOSURE SCHEDULE

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,

B TRIPLE CROWN FINCO, LLC,

T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

A-57

The following is a summary of the disclosure schedules delivered by Mergerco in connection with the Agreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement.*

Section 3.08. Rollover Shares.

Stating that between the date of the Agreement and the date of Closing, the Parents and Mergerco will agree with each shareholder entitled to rollover shares of common stock of the Company the number of shares, if any, to be rolled over and the conversion ratio.

Section 5.05. FCC Matters.

Disclosing that certain investment funds have an Attributable Interest that may conflict with the Federal Communications Commission media ownership guidelines.

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

Section 5.09. Capitalization of Mergerco.

Disclosure of the entities who hold the authorized capital stock of Mergerco on the date of the Agreement.

Section 6.14. Actions With Respect to Existing Debt.

List of certain agreements that potentially conflict with the transaction.

Appendix A. Definitions.

List of persons whose knowledge constitutes the Parents’ and Mergerco’s knowledge for the purposes of the Agreement.


*		Pursuant to Item 601(b)(2) ofRegulation S-K, the Registrant hereby agrees to furnish supplementally a copy of the Mergerco Disclosure Schedule to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

A-58

ANNEX B

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (the “~~Amendment~~ “Amendment””), dated as of April 18, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among BT Triple Crown Merger Co., Inc., a Delaware corporation (“(~~Mergerco~~“Mergerco””), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the “~~Parents~~“Parents””), and Clear Channel Communications, Inc., a Texas corporation (the “Company”).

RECITALS

WHEREAS, Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respective board of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the conditions herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1
~~DEFINITIONS~~

DEFINITIONS

Section 1.01.Definitions; References. Unless otherwise specifically defined herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Amendment, refer to the Agreement, as amended by this Amendment. Each reference herein to “the date of this Amendment” shall refer to the date set forth above and each reference to the “date of this Agreement” or similar references shall refer to November 16, 2006.

ARTICLE 2

AMENDMENT TO AGREEMENT

Section 2.01. Amendment to Section 3.01(b) of the Agreement.Section 3.01(b) of the Agreement is amended by deleting “$37.60” and replacing such amount with “$39.00.” All references in the Agreement to the “Merger Consideration” shall refer to “$39.00 plus the Additional Per Share Consideration, if any, in cash, without interest.

Section 2.02. Additional Representations and Warranties of the Company.The Company hereby represents and warrants to Mergerco and the Parents as follows:

(a)Authority Relative to Amendment.The Company has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder. The execution and delivery of this Amendment by the Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Amendment. This Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Mergerco and the Parents, this Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in

B-1

accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer,

~~B-1~~

reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles).

(b) Additional ~~Representations~~.Representations. Each of the representations and warranties contained in Sections 4.04(b)(ii) and (iii) is true and accurate as if made anew as of the date of this Amendment.

(c) Opinion of Financial Advisors.The Board of Directors of the Company has received an oral opinion of Goldman Sachs & Co. to the effect that, after giving effect to this Amendment, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration as provided inSection 3.01(b) of the Agreement payable to each holder of outstanding shares of Company Common Stock (other than shares cancelled pursuant to Section 3.01(b) of the Agreement, shares held by affiliates of the Company, Dissenting Shares and the Rollover Shares), in the aggregate, is fair to the holders of the Company Common Stock from a financial point of view. The Company shall deliver an executed copy of the written opinion received from Goldman Sachs & Co. to the Parents promptly upon receipt thereof.

Section 2.03. Additional Representations and Warranties of Parents and Mergerco.The Parents and Mergerco hereby jointly and severally represent and warrant to the Company as follows:

(a)Authority Relative to Amendment. The Parents and Mergerco have all necessary power and authority to execute and deliver this Amendment, to perform their respective obligations hereunder. The execution and delivery of this Amendment by the Parents and Mergerco have been duly and validly authorized by all necessary limited liability company action on the part of the Parents and all corporate action of Mergerco, and no other corporate proceedings on the part of the Parents or Mergerco are necessary to authorize the execution and delivery of this Amendment. This Amendment has been duly and validly executed and delivered by the Parents and Mergerco and, assuming the due authorization, execution and delivery by the Company, this Amendment constitutes a legal, valid and binding obligation of the Parents and Mergerco, enforceable against the Parents and Mergerco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Section 2.04. Amendment to Section 5.07 of the Agreement.Section 5.07 (a) is amended and restated in its entirety to read as follows:

~~“(a)~~

“(a) Parents have provided to the Company true, complete and correct copies, as of the date of this Amendment, of the executed commitment letters from the parties identified in a separate letter (the ““Amendment Disclosure ~~Letter~~Letter””) delivered to the Company, which commitment letters are dated as of the date of this Amendment (as the same may be amended, modified, supplemented, restated, superseded and replaced in accordance with Section 6.13(a), collectively, the“Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have committed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the“Debt Financing”). Parents have provided to the Company true, complete and correct copies, as of the date of this Amendment, of executed commitment letters (collectively, the ““Equity Commitment ~~Letters~~Letters”” and together with the Debt Commitment Letters, the ““Financing ~~Commitments~~Commitments””) pursuant to which the investors listed in the Amendment Disclosure Letter (the “~~Investors~~“Investors””) have committed to invest the cash amounts set forth therein subject to the terms therein (the ““Equity ~~Financing~~Financing”” and together with the Debt Financing, the “~~Financing~~“Financing””).”

Each of the representations and warranties contained in Section 5.07(b) is true and accurate as if made anew as of the date of this Amendment.

Section 2.05. Amendment to Section 6.01 of the Agreement.Section 6.01(f) (iv) (z) is amended by deleting the words, “date hereof” and replacing them with the words, “date of the Amendment.”

B-2

Section 2.06. Amendment to Section 6.03 of the Agreement.The following paragraph shall be added to the Agreement as Section 6.03(e):

~~“(e)~~

“(e) Within five (5) business days following the date of this Amendment the Company shall prepare and shall cause to be filed with the SEC a proxy supplement in accordance with the provisions ofSection 6.03(a) relating to the meeting of the Company’s shareholders to be held to consider the adoption and approval of this Agreement and the Merger. The Company shall include the text of this Agreement and the recommendation of the Board of Directors of the Company that the Company’s shareholders approve and adopt this Agreement. If required, the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC, if required after the date of this Amendment, as soon as reasonably practicable after it is filed with the SEC. If the SEC requires the Company to re-mail the Proxy Statement to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting, then within five (5) days after the Proxy supplement prepared in accordance withSection 6.03(b) has been cleared by the SEC, the Company shall mail the Proxy Statement to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting.

Section 2.07. Amendments to Section 6.04 of the Agreement.Subject to any actions taken by the SEC, as contemplated by Section 2.05 above, the Shareholders Meeting referred to in Section 6.04 of the Agreement shall be postponed, convened and held on May 8, 2007.

Section 2.08. Amendment to Section 8.02 of the Agreement. Section 8.02(c) of the Agreement shall be renumbered as Section 8.02(d) and all cross references to such Section shall be renumbered accordingly. The following paragraph shall be added to the Agreement as Section 8.02(c):

~~“(c)~~

“(c) If this Agreement is terminated pursuant toSection 8.01(c),Section 8.01(d) orSection 8.01(g) and within twelve (12) months after such termination of this Agreement (i) the Company or any of its subsidiaries consummates, (ii) the Company or any of its subsidiaries enters into a definitive agreement with respect to, or (iii) one or more Contacted Parties or a Qualified Group commences a tender offer with respect to, and, in the case of each of clause (ii) and (iii) above, subsequently consummates (whether during or after such twelve (12) month period), any Contacted Party Proposal then the Company shall pay to the Parents a fee of $200,000,000 in cash;provided,however, if this Agreement is terminated pursuant toSection 8.01(d) orSection 8.01(g), no such fee shall be payable under this Section 8.02(c) if a Company Termination Fee is payable pursuant toSection 8.02(a) hereof. In the event the fee provided for in thisSection 8.02(c) is required to be paid, such payment will be made by wire transfer of immediately available funds to an account designated by Parents promptly following the closing of the transactions contemplated by such Contacted Party Proposal. For purposes of clarification, the fee payable pursuant to thisSection 8.02(c) is in addition to any reimbursement of expenses provided for inSection 8.02(a) above.”

Section 2.09. Amendment to Appendix A.

(a) The definition of ““Additional Per Share Merger ~~Consideration~~Consideration”” is amended by deleting “$37.60” and replacing such amount with “$39.00.”

(b) The following definition of ““Contacted ~~Parties~~Parties”” is added to Appendix A immediately following the definition of ““Confidentiality ~~Agreement~~Agreement””:

“Contacted ~~Parties~~Parties”” shall mean and include (i) each Person that is referred to in the Proxy Statement as having been contacted during the auction process or that were contacted in accordance with Section 6.07(a) of the Agreement during the period commencing on November 16, 2006 and ending on December 7, 2006 and (ii) any Affiliate of the parties referred to in clause (i). Within two business days of the date of this Amendment, the Company will provide to Parents a true and accurate list of the Contacted Parties referred to in clause (i).”

~~B-3~~

(c) The following definition of ““Contacted Parties ~~Proposal~~Proposal”” is added to Appendix A immediately following the definition of ““Contacted ~~Parties~~Parties””:

“Contacted Parties ~~Proposal~~Proposal”” shall mean: (i) any transaction in which one or more of the Contacted Parties, either acting alone or as a “group” (as defined in Section 13(d) of the Exchange Act) acting in concert, which “group” does not include any of the Parents, Mergerco or their respective Affiliates (a “Qualified

B-3

Group”), directly or indirectly acquires or purchases, in any single transaction or series of related transactions, more than 50% of the fair market value of the assets, issued and outstanding Company Common Stock or other ownership interests of the Company and its consolidated subsidiaries, taken as a whole, or to which 50% or more of the Company’s and its subsidiaries net revenues or earnings on a consolidated basis are attributable (ii) any tender offer or exchange offer (including through the filing with the SEC of a Schedule TO), as defined pursuant to the Exchange Act, that if ~~consumated~~consummated would result in one or more of the Contacted Parties or a Qualified Group acting in concert acquiring assets, securities or businesses in the minimum percentage described in clause (i) above or (iii) any merger, consolidation, business combination, recapitalization, issuance of or amendment to the terms of outstanding stock or other securities, liquidation, dissolution or other similar transaction involving the Company as a result of which any Contacted Party or Qualified Group acting in concert would acquire assets, securities or businesses in the minimum percentage described in clause (i) above. For clarification purposes, a spin-off, recapitalization, stock repurchase program or other transaction effected by the Company or any of its subsidiaries will not constitute a Contacted Parties Proposal unless, as a result of such transaction, a Contacted Party or Qualified Group acting in concert acquires the assets, securities or business described in clause (i) above.

ARTICLE 3
~~MISCELLANEOUS~~

MISCELLANEOUS

Section 3.01. No Further Amendment.Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all of the terms and conditions and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

Section 3.02. Effect of Amendment.This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words or expressions of similar import shall be deemed a reference to the Agreement as amended hereby.

Section 3.03. Governing Law.This Amendment, and all claims or cause of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment shall be governed by the internal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule.

Section 3.04. Counterparts.This Amendment may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and same agreement.

[Remainder of This Page Intentionally Left Blank]

B-4

IN WITNESS WHEREOF, Mergerco, the Parents, and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.



		~~MERGERCO:~~

		~~BT TRIPLE CROWN MERGER CO., INC.~~

		By:		/s/ Scott Sperling

Name: Scott Sperling

Title: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC



		~~Name:~~		~~Scott Sperling~~
		~~Title:~~		~~Co-President~~

		~~PARENTS:~~

		~~B TRIPLE CROWN FINCO, LLC~~

		By:		/s/ John Connaughton

Name: John Connaughton

Title: Managing Director

T TRIPLE CROWN FINCO, LLC



		~~Name:~~		~~John Connaughton~~
		~~Title:~~		~~Managing Director~~

		~~T TRIPLE CROWN FINCO, LLC~~

		By:		/s/ Scott Sperling

Name: Scott Sperling

Title: Co-President

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.



		~~Name:~~		~~Scott Sperling~~
		~~Title:~~		~~Co-President~~

		~~COMPANY:~~

		~~CLEAR CHANNEL COMMUNICATIONS, INC.~~

		By:		/s/ Mark P. Mays

		~~Name:~~		~~Mark P. Mays~~
		~~Title:~~		~~Chief Executive Officer~~

Name: Mark P. Mays

Title: Chief Executive Officer

B-5

SUMMARY OF CONTENTS OF

AMENDMENT DISCLOSURE LETTER

AMENDMENT NO. 1

dated as of

April 18, 2007

to the

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,
B TRIPLE CROWN FINCO, LLC,
T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

B-6

The following is a summary of the disclosure schedules delivered by Mergerco in connection with Amendment No. 1 dated as of April 18, 2007 to the Agreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement. *

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.


*	Pursuant to Item 601(b)(2) ofRegulation S-K, the Registrant hereby agrees to furnish supplementally a copy of the Amendment Disclosure Letter to Amendment No. 1 to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

B-7

ANNEX C

AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 (the“Second ~~Amendment~~Amendment””), dated as of May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007 (as amended, the“~~Agreement~~Agreement””), by and among BT Triple Crown Merger Co., Inc., a Delaware corporation(“~~Mergerco~~Mergerco””), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the“~~Parents~~Parents””), BT Triple Crown Capital Holdings III, Inc. a Delaware corporation(“New ~~Holdco~~Holdco”)”) and Clear Channel Communications, Inc., a Texas corporation (the“~~Company~~Company””).

RECITALS

WHEREAS,Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respective board of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

WHEREAS, in furtherance of the recapitalization of the Company by Mergerco, the parties have agreed to certain revised terms and conditions, including a provision which allows each holder of a Public Share (as defined below) to elect to receive cash or stock (subject to certain restrictions set forth below) as consideration for the Merger;

WHEREAS,the Affiliated Holders (as defined below) have entered into agreements with the Parents pursuant to which they have agreed to elect the Cash Consideration (as defined below), except in the case of Rollover Shares;

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

ARTICLE I.
~~DEFINITIONS~~

~~SECTION~~

DEFINITIONS

Section 1.01. Definitions; References.Unless otherwise specifically defined herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Second Amendment, refer to the Agreement, as amended by this Second Amendment. Each reference herein to “the date of this Second

~~C-1~~

Amendment” shall refer to the date set forth above, each reference to the “the date of the First Amendment” shall mean April 18, 2007, and each reference to the “date of this Agreement” or similar references shall refer to November 16, 2006.

ARTICLE II.

AMENDMENT TO AGREEMENT

~~SECTION~~

Section 2.01. Addition of a New ~~Party~~.Party. New Holdco shall be added as a party to the Agreement.

~~SECTION~~

Section 2.02. Amendment to Third Whereas Clause.The third whereas clause shall be amended by adding a reference to “, New Holdco” after the reference to “Parents”.

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~~SECTION~~

Section 2.03. Amendment to Section 2.02.Section 2.02 shall be amended by replacing the phrase “neither the Parents nor Mergerco” with “none of the Parents, New Holdco or Mergerco”.

~~SECTION~~

Section 2.04. Amendment to Article III of the Agreement.Article III of the Agreement shall be deleted and replaced in its entirety with the following:

“Section 3.01 Effect on Securities.At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Mergerco or the holders of any securities of the Company:

(a)Cancellation of Company Securities. Each share of the Company’s common stock, par value $0.10 per share (the ““Company Common ~~Stock~~Stock””), held by the Company as treasury stock or held by Mergerco or New Holdco immediately prior to the Effective Time shall automatically be cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

(b)Conversion of Company Securities.

(i) Except as otherwise provided in this Agreement, each Public Share issued and outstanding immediately prior to the Effective Time shall, subject toSection 3.01(c) andSection 3.01(g), be cancelled and converted into the right to receive either (A) an amount equal to $39.20 in cash without interest, plus the Additional Per Share Consideration, if any (the“Cash ~~Consideration~~Consideration””) or (B) one validly issued, fully paid and non assessable share of the New Holdco Common Stock valued at $39.20 per share based on the cash purchase price to be paid by investors that buy New Holdco Common Stock for cash in connection with the Closing, plus the Additional Per Share Consideration, if any, payable in cash (the“Stock ~~Consideration~~Consideration””). The Cash Consideration or Stock Consideration, as applicable shall be referred to herein as the“Merger ~~Consideration~~Consideration””, which when used herein shall be deemed to include cash in lieu of the fractional shares of New Holdco Common Stock pursuant toSection 3.01(j); and

(ii) Pursuant to separate agreements entered into between the Parents and each Affiliated Holder as of the date hereof, each of the Affiliated Holders has agreed, as part of the Merger, to convert each Public Share held by it, or issuable upon exercise of

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Company Options and each Restricted Share held by it, immediately prior to the Effective Time (other than Rollover Shares) into the Cash Consideration.

(c)Election Procedures. (i) Each Person who is a record holder of Public Share(s) on the Election Form Record Date (as defined below) (including each Person other than an Affiliated Holder who is a record owner of Restricted Shares) and each Person who has made an Irrevocable Option Election (as defined below) shall be entitled to make an election (the“~~Elections~~Elections””), with respect to each Public Share held by it as of such time, to receive the Cash Consideration (a“Cash ~~Election~~Election””) or with respect to each Public Share or Net Electing Option Share held by it as of such time, to receive the Stock Consideration (a“Stock ~~Election~~Election””) (each Public Share or Net Electing Option Share for which a valid Stock Election has been made is hereinafter referred to as a“Stock Election ~~Share~~Share””). All such Elections shall be made on a form (a“Form of ~~Election~~Election””) in compliance with the terms of thisSection 3.01(c) andSection 3.01(d). Each holder of record and, if not otherwise a holder of record, each holder of Net Electing Option Shares, shall submit only one Form of Election except that holders of record of Public Share(s) who hold such Public Share(s) as nominees, trustees or in other representative capacities (each, a“Shares ~~Representative~~Representative””) may submit a separate Form of Election on or before the Election Deadline with respect to each beneficial owner for whom such Shares Representative holds Public Share(s);providedthat such Shares Representative certifies that such Form of Election covers all of the Public Share(s) held by such Shares Representative for such beneficial owner whose Public Share(s) are covered by such Form of Election. For purposes hereof, a holder of Public Shares or Net Electing Option Shares who does not make a valid Election prior to the Election Deadline, including but not limited to any failure to return the Form of Election to the Paying Agent prior to the Election Deadline, any revocation of a Form of Election, or any failure to properly complete the Form of Election, each in accordance with the procedures set forth in thisSection 3.01 shall be deemed (i) to have elected to receive the Cash Consideration for each such

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Public Share and (ii) not to have made a Stock Election with respect to each such Net Electing Option Share (such that the Company Option(s) related to each such Net Electing Option Share will be treated in accordance withSection 3.03(a)(i)). New Holdco may, in its sole discretion reject all or any part of a Stock Election made by (i) aNon-U.S. Person if New Holdco determines that such rejection would be reasonable in light of the requirements of Article VIII, Section 6 of the Company’s by-laws or Article X of New Holdco’s certificate of incorporation, or that such rejection is otherwise advisable to facilitate compliance with FCC restrictions on foreign ownership, or (ii) made in contravention of an agreement entered into pursuant toSection 3.01(b)(ii). In the event that a Stock Election or portion of a Stock Election is rejected pursuant to the preceding sentence, then such a Stock Election or portion of a Stock Election shall be deemed of no force and effect and the record holder making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such a rejected Stock Election or portion of a Stock Election and (ii) shall be deemed not to have made a Stock Election for each Net Electing Option Share that is subject to such a rejected Stock Election (such that the Company Option(s) related to each such share will be treated in accordance withSection 3.03(a)(i)).

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(ii) Each Person (other than an Affiliated Holder) who is a holder of a Company Option on the Election Form Record Date shall be entitled to submit a Form of Election specifying the number of Company Options held by such holder, if any, that such Person irrevocably commits to exercise (subject to any requirements with respect to method of exercise imposed by the Company in order to facilitate the implementation of thisSection 3.01 andSection 3.03) immediately prior to the Effective Time (an“Irrevocable Option Election”). All such Irrevocable Option Elections shall be made on a Form of Election. Any such holder who fails properly to submit a Form of Election with respect to Company Options on or before the Election Deadline in accordance with the procedures set forth in thisSection 3.01(c) shall be deemed to have failed to make an Irrevocable Option Election and all of such holder’s Company Stock Options that are not covered by a valid Irrevocable Option Election shall be treated in accordance withSection 3.03(a)(i). The aggregate number of shares of Company Common Stock subject to an Irrevocable Option Election made pursuant to thisSection 3.01(c)(ii) is referred to as the“Gross Electing Option Shares”, and the ““Net Electing Option Shares”shall mean the aggregate number of shares of Company Common Stock that would be issued in the event the Company Options covering the Gross Electing Option Shares were exercised on a net share basis (i.e., paying the exercise price of the Company Options using the value of the shares of Company Common Stock underlying such Company Options) at a price equal to the Cash Consideration taking into account the exercise price and any required tax withholding. For the avoidance of doubt, all holders of Net Electing Option Shares must make a Stock Election pursuant toSection 3.01(c) in order to be eligible to receive the Stock Consideration.

(d)Mailing of Form of Election; Election Deadline, Shareholder Notification. Mergerco and New Holdco shall prepare and direct the Paying Agent to mail a Form of Election, which form shall (i) include a Letter of Transmittal and (ii) be subject to the reasonable approval of the Company, with the Proxy Statement/Prospectus to the record holders of Public Share(s) and Company Options as of the record date for the Shareholders’ Meeting (the“Election Form Record ~~Date~~Date””) (by posting the Form of Election and related materials on the Company’s website or otherwise). To be effective, a Form of Election must be properly completed and signed by a record owner of Public Shares or Company Options, as the case may be and received by the Paying Agent at its designated office, by 5:00 p.m. New York City time on the business day immediately preceding the Shareholders’ Meeting (the“Election ~~Deadline~~Deadline””). If the shareholders approve the Merger, the Paying Agent will coordinate with Mergerco, New Holdco and the Company to perform the proration and cutback calculations set forth inSection 3.01(g) and related acceptance and rejection of Elections as provided inSection 3.01(c) promptly after the Shareholders’ Meeting and notify each Public Holder and holder of a Net Electing Option Share whose Form of Election included a Stock Election of the number of Final Stock Election Shares (as defined below) covered by such Form of Election that have been accepted (the“Final Stock Election Notice”). Within 30 days of receipt of the Final Stock Election Notice accompanied by a Letter of Transmittal, such holder shall deliver a Letter of Transmittal with respect to the Final Stock Election Shares and the Company Options together with the Final Stock Election Sharesand/or Company Options to which such Final Stock

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Election Notice relates in accordance with the instructions and subject to the terms and conditions of the Letter of Transmittal accompanying such notice, including but not limited to (i) for Public Shares held as physical certificates and for Company Options, the certificates for such Public Shares or Company Options, as applicable, a Letter of Transmittal properly completed and duly executed, any required signature guarantees and any other required documents; and (ii) for Book Entry

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Shares either a Letter of Transmittal, properly completed and duly executed, and any required signature guarantees, or a message, transmitted by the official book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the holder tendering the Public Share that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Parents may enforce such agreement against the holder; or (iii) for Certificates or Book Entry Shares, such form of “guaranteed delivery” that is acceptable to the Paying Agent as described in the instructions to the Letter of Transmittal. The Company will hold the Final Stock Election Shares (as defined below), the Company Options delivered in accordance with thisSection 3.01(d) and the Letters of Transmittals relating thereto until the earlier of termination of this Agreement or the Effective Time. Any Public Holder or holder of Company Options that does not deliver a Letter of Transmittal and Final Stock Election Shares or Company Options within 30 days of receipt of the Final Stock Election Notice shall be deemed to have elected to (i) receive the Cash Consideration for each Final Stock Election Share that is not so deliveredand/or (ii) have each Company Option that is not so delivered treated in accordance withSection 3.03(a)(i) and (iii) the Stock Election or portion of the Stock Election relating to such Final Stock Election Shares shall be rejected. In the event that a Stock Election or portion of a Stock Election is rejected pursuant to the preceding sentence, then such a Stock Election or portion of a Stock Election shall be deemed of no force and effect and the record holder making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such a rejected Stock Election or such rejected portion of a rejected Stock Election and (ii) shall be deemed not to have made a Stock Election for such Net Electing Option Share that is subject to such a rejected Stock Election or such rejected portion of a rejected Stock Election (such that the Company Option(s) related to each such share will be treated in accordance withSection 3.03(a)(i)).

(e)Ability to Revoke Stock Elections. All Stock Elections and Irrevocable Option Elections may be revoked by the holder at any time prior to the Election Deadline. From and after the Election Deadline, all Stock Elections and Irrevocable Option Elections shall be irrevocable. All Stock Elections and Irrevocable Option Elections shall automatically be revoked if the Paying Agent is notified in writing by Parents and the Company that the Merger has been abandoned and this Agreement has been terminated. If an Election or Irrevocable Option Election is revoked due to termination of this Agreement, the certificate or certificates (or guarantees of delivery, as appropriate), if any, for the Final Stock Election Shares or Company Options, as applicable, to which such Form of Election relates shall be promptly returned without charge to the stockholders and option holders submitting the same to the Paying Agent.

(f)Determination of Paying Agent Binding. The determination of the Paying Agent shall be binding as to whether Forms of Election have been properly made pursuant toSection 3.01(c) andSection 3.01(d) with respect to Public Share(s) of Company Common Stock and Company Options and when Elections and Irrevocable Option Elections were received by it. If the Paying Agent determines that any Form of Election was not properly made with respect to any Public Share(s) or Company Options, such shares shall be treated by the Paying Agent as shares of Company Common Stock or Company Options, as the case may be, for which a Cash Election was made and such shares of Company Common Stock shall be exchanged in the Merger for the Cash Consideration pursuant toSection 3.01(b) and such Company Options for which an Irrevocable Option Election was made will be treated in accordance with~~Section~~

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~~3.03(a)~~Section3.03(a)(i). None of the Company, Parents nor the Paying Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Paying Agent. The Paying Agent shall also make all computations as to the allocation and the proration contemplated bySection 3.01(g), and any such computation shall be conclusive and binding on the holders of Public Share(s) and Company Options absent manifest error. The Paying Agent may, with the mutual agreement of Parents and the Company, make such rules as are consistent with thisSection 3.01 for the implementation of the

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Elections and Irrevocable Option Elections provided for herein as shall be necessary or desirable fully to effect such elections.

(g)Proration and Individual Cutbacks. Notwithstanding anything in this Agreement to the contrary, (x) the maximum aggregate number of Public Shares and Net Electing Option Shares to be converted into the right to receive New Holdco Common Stock at the Effective Time pursuant to Stock Elections shall not exceed 30,612,245 (the“Maximum Stock Election ~~Number~~Number””) and (y) the parties will use reasonable efforts to ensure that, upon consummation of the Merger, no holder of Public Sharesand/or Net Electing Option Shares will receive shares of New Holdco Common Stock pursuant to a single Form of Election which represent more than 9.9% of the New Holdco Common Stock outstanding as of the Effective Time (the“Individual ~~Cap~~Cap””). The Stock Election Shares shall be converted into the right to receive New Holdco Common Stock or to receive Cash Consideration, each in accordance with the terms ofSection 3.01(b), in the following manner:

(i) No Proration. If the total number of Stock Election Shares is equal to or less than the Maximum Stock Election Number then, subject toSection 3.01(g)(iii), all such Stock Election Shares, shall be converted into the right to receive the Stock Consideration from New Holdco in accordance with the terms ofSection 3.01(b) andSection 3.01(c).

(ii) Proration. If the total number of Stock Election Shares exceeds the Maximum Stock Election Number then, the Stock Election Shares shall be converted into the right to receive the Stock Consideration from New Holdco or the Cash Consideration from the Surviving Corporation, each in accordance with the terms ofSection 3.01(b), in the following manner:

(A) A proration factor (the“Proration ~~Factor~~Factor””) shall be determined by dividing the Maximum Stock Election Number by the total number of Stock Election Shares;

(B) Subject toSection 3.01(g)(iii), with respect to each Form of Election validly submitted and signed by a record holder of Public Sharesand/or holder of Company Options, the number of Stock Election Shares reflected on such Form of Election shall be converted into the right to receive a number of shares of New Holdco Common Stock (plus the Additional Per Share Consideration, if any, which shall be paid in cash) as is equal to the product of (w) the Proration Factor times (y) the total number of Stock Election Shares reflected on such Form of Election (the result of such calculation the“First Allocation Distributable ~~Shares~~Shares””). The difference between the Stock Election Shares and the First Allocation Distributable Shares relating to each Form of Election submitted shall be the“First Prorated Returned ~~Shares~~Shares””; and

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(C) All First Allocation Distributable Shares shall be subject to cutback pursuant toSection 3.01(g)(iii). Subject toSection 3.01(g)(iv) andSection 3.01(g)(vi), all First Prorated Returned Shares shall be converted into the right to receive the Cash Consideration in accordance with the terms ofSection 3.01(b).

(iii)Individual Cutback. In the event that the number of First Allocation Distributable Shares (or Stock Election Shares if no proration is required pursuant toSection 3.01(g)(ii)) reflected on any individual Form of Election represent more than the Individual Cap (the holder relating to such individual Form of Election, a ““Capped ~~Holder~~Holder””), the number of First Allocation Distributable Shares or Stock Election Shares, as applicable, will be cutback to the number of shares representing the Individual Cap (for each Capped Holder, the shares required for such cutback, the ““First Individual Cutback ~~Shares~~Shares””). If there has been a cutback in accordance with thisSection 3.01(g)(iii), a number of shares of New Holdco Common Stock equal to the aggregate number of First Individual Cutback Shares (the ““Second Allocation ~~Shares~~Shares””) shall be reallocated pro rata to holders of First Prorated Returned Shares reflected on Forms of Election which do not constitute Capped Holders (a ““Second Allocation ~~Participant~~Participant””) in a second allocation in accordance withSection 3.01(g)(iv) (the ““Second ~~Allocation~~Allocation””). The number of ““First Allocation Stock Election ~~Shares~~Shares”” relating to a holder’s Form of Election shall equal (1) the Stock Election Shares reflected on such Form of Election, minus (2) the First Prorated Return Shares (if any)

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determined pursuant toSection 3.01(g)(ii)(B), minus (3) the First Individual Cutback Shares (if any) determined pursuant toSection 3.01(g)(iii).

(iv)Second Allocation. A Second Allocation proration factor (the“Second Allocation Proration ~~Factor~~Factor””) shall be determined by dividing the total number of Second Allocation Shares by the total number of First Prorated Return Shares. For the avoidance of doubt, if the total number of Second Allocation Shares is equal to or greater than the number of First Prorated Return Shares then, subject toSection 3.01(g)(v), a number of shares of New Holdco Common Stock equal to the number of First Prorated Return Shares shall be converted into the right to receive the Stock Consideration from New Holdco in accordance with the terms ofSection 3.01(b) andSection 3.01(c).

(A) Subject toSection 3.01(g)(v), the number of Second Allocation Shares covered by each Second Allocation Participant’s Form of Election to be converted into Stock Consideration, shall be equal to the product of (w) the Second Allocation Proration Factor times (x) the total number of Second Allocation Shares covered by such participant’s Form of Election,providedthat if such calculation results in a number higher than the First Prorated Return Shares for any Second Allocation Participant, the excess shares shall be reallocated to the remaining participant(s) pursuant to the above calculation as if they were “Second Allocation Shares” (the result of such calculation the“Second Allocation Distributable ~~Shares~~Shares””). The total of the First Allocation Stock Election Shares and the Second Allocation Distributable Shares for each Second Allocation Participant shall be the“Second Prorated Stock Election Shares”.”.

(B) All Second Allocation Distributable Shares shall be subject to cutback pursuant toSection 3.01(g)(v).

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(v) Second Cutback. In the event that the number of Second Prorated Stock Election Shares reflected on an individual Form of Election submitted by any Second Allocation Participant represents more than the Individual Cap, the number of Second Prorated Stock Election Shares for such participant’s Form of Election will be cutback to the number of Shares representing the Individual Cap (for each such Form of Election, the shares required for such cutback, the“Second Individual Cutback ~~Shares~~Shares””). The“Second Allocation Stock Election ~~Shares~~Shares””for any Second Allocation Participant shall be: (1) the difference between the Second Prorated Stock Election Shares and the Second Individual Cutback Shares if such participant’s Second Allocation is subject to proration and cutback and (2) the number of Second Prorated Stock Election Shares if such participant’s Second Allocation is subject to proration, but not cutback.

(vi) If, after the Second Allocation, there are still holder(s) who have not been allocated Stock Consideration for all of their Stock Election Shares reflected on an individual Form of Election which is not yet subject to the Individual Cap, a number of shares of New Holdco Common Stock equal to the aggregate number of the Second Individual Cutback Shares shall be reallocated pro rata to such holder(s) in a third allocation pursuant to the procedures set out inSection 3.01(g)(iv) andSection 3.01(g)(v) (subject to thisSection 3.01(g)(vi)) (with references to “First” replaced with “second” and references to “second” replaced with “third”) and the allocation process will continue in this manner until (x) the Maximum Stock Election Number is reached or (y) the Stock Election Shares reflected on each Form of Election submitted has reached its Individual Cap.

The number of“Final Stock Election ~~Shares~~Shares””for each holder shall be: (x) if there is no Second Allocation, the First Allocation Stock Election Shares; (y) if there is a Second Allocation, but no additional allocations pursuant toSection 3.01(g)(vi), the Second Allocation Stock Election Shares, and (z) if there is a Second Allocation and additional allocations pursuant toSection 3.01(g)(vi), the sum of (1) the Second Allocation Stock Election Shares and (2) any additional shares allocated pursuant toSection 3.01(g)(vi).

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The number of“Final Return ~~Shares~~Shares””for each holder shall be the difference between (1) such holder’s Stock Election Shares and (2) such Holder’s Final Stock Election Shares.

(vii) All Final Stock Election Shares shall be converted into the right to receive the Stock Consideration in accordance with the terms ofSection 3.01(b). All Final Return Shares shall be converted into the right to receive the Cash Consideration in accordance with the terms ofSection 3.01(b).

(viii) Any Stock Election subject to proration or cutback pursuant toSection 3.01(g) shall automatically be deemed to be revised such that the number of Stock Election Shares in such Stock Election reflects the Final Stock Election Shares (a“Final Stock ~~Election~~Election””).

(h) Each share of Company Common Stock (including each Net Electing Option Share) to be converted into the right to receive the Merger Consideration as provided in thisSection 3.01 shall be automatically cancelled at the Effective Time and shall cease to exist and the holders of Certificates or Book-Entry Shares which immediately prior to the Effective

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Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of each such Certificate or Book-Entry Share in accordance withSection 3.01(b) of this Agreement, the Merger Consideration.

(i)Conversion of Mergerco Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.001 per share, of Mergerco (the“Mergerco Common ~~Stock~~Stock””) issued and outstanding immediately prior to the Effective Time shall be converted into and become validly issued, fully paid and nonassessable shares of the Surviving Corporation (with the relative rights and preferences described in an amendment to the Articles of Incorporation adopted as of the Effective Time as provided inSection 2.4, the“Surviving Corporation Common ~~Stock~~Stock””). As of the Effective Time, all such shares of Mergerco Common Stock cancelled in accordance with thisSection 3.01(i), when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate representing any such shares of Mergerco Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Surviving Corporation Common Stock as set forth in thisSection 3.01.

(j)No Fractional Shares. Notwithstanding any other provision in this Agreement, no fractional shares of New Holdco Common Stock shall be issued in the Merger to any holder of Public Shares, Company Options or Rollover Shares as Stock Consideration or to any holder of Public Shares, Company Options or Rollover Shares pursuant to any exchange involving Rollover Shares. Each holder of Public Shares, Company Options or Rollover Shares, as applicable, who otherwise would have been entitled to a fraction of a share of New Holdco Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the Cash Consideration. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of New Holdco Common Stock.

(k)Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the Original Agreement Date and the Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration as provided inSection 3.01(b) shall be equitably adjusted to reflect such change (including, without limitation, to provide holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such transaction); provided that in no event shall the Stock Consideration be adjusted in a manner that increases the Maximum Stock Election Number.

Section 3.02 Exchange of Certificates.

(a)Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Effective Time, New Holdco and Mergerco shall designate a paying agent and exchange agent (the“Paying ~~Agent~~Agent””) reasonably acceptable to the Company for the payment of the Merger Consideration as provided inSection 3.01(b) and

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Section 3.01(g). On the Closing Date, promptly following the Effective Time, the Surviving Corporation and New Holdco shall (i)

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deposit, or cause to be deposited with the Paying Agent for the benefit of holders of Cash Consideration Shares, cash amounts in immediately available funds constituting an amount equal to the aggregate amount of the Cash Consideration, (ii) deposit or cause to be deposited with the Paying Agent for the benefit of holders of Stock Consideration Shares certificates representing New Holdco Common Stock in an amount equal to the aggregate amount of Stock Consideration (including the cash portion of the Stock Consideration, if any), (iii) deposit or cause to be deposited with the Paying Agent for the benefit of those entitled thereto cash in an amount sufficient to fund cash payments in lieu of any fractional shares pursuant toSection 3.01(j), and (iv) deposit, or cause to be deposited with the Paying Agent the Total Option Cash Payments (together, the“Aggregate Merger ~~Consideration~~Consideration””) (exclusive of any amounts in respect of Dissenting Shares, the Rollover Shares and Company Common Stock to be cancelled pursuant toSection 3.01(a) (such amount as deposited with the Paying Agent, the“Exchange ~~Fund~~Fund””). In the event the Exchange Fund shall be insufficient to make the payments contemplated bySection 3.01(b),Section 3.01(g),Section 3.01(j), andSection 3.03, the Surviving Corporation and New Holdco shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment; provided that in no event shall the Surviving Corporation or New Holdco be required to contribute shares of New Holdco Common Stock to the Exchange Fund in an amount in excess of the Maximum Stock Election Number. The Paying Agent shall cause the Exchange Fund to be (A) held for the benefit of the holders of Company Common Stock and Company Options, and (B) applied promptly to making the payments pursuant toSection 3.02(b),Section 3.01(g),Section 3.01(j), andSection 3.03 hereof. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement.

(b)Letter of Transmittal. As promptly as practicable following the Effective Time and in any event not later than the second business day after the Effective Time, the Surviving Corporation and New Holdco shall cause the Paying Agent to mail (and to make available for collection by hand) (i) to each holder of record of a Certificate or Book-Entry Share not previously submitted to the Paying Agent accompanied by a valid Letter of Transmittal, a Letter of Transmittal and accompanying instructions for use in effecting the surrender of the Certificates or Book-Entry Shares and (ii) to each holder of a Company Option, other than Net Electing Option Shares, a check in an amount due and payable to such holder pursuant toSection 3.03 hereof in respect of such Company Option. If any Letter of Transmittal submitted to the Paying Agent provides that payment of the Merger Consideration is made to a person other than the person in whose name the surrendered Certificate is registered or Company Option is held of record, it shall be a condition of payment that (i) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable portion of the Merger Consideration to a person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated bySection 3.01(d) or thisSection 3.02, each Certificate, Book-Entry Share or option certificate, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or Option Cash Payment, as applicable, in cash as contemplated by thisSection 3.02 orSection 3.03 without interest thereon.

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(c) Surrender of Shares. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within twenty (20) business days following the later to occur of (i) the Effective Time; or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect

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an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cash pursuant toSection 3.02(b)) payable upon the surrender of the Certificates or Book-Entry Shares.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates, Book-Entry Shares or Company Options for twelve (12) months after the Effective Time shall be delivered to (i) if cash, the Surviving Corporation or (ii) if shares of New Holdco Common Stock, New Holdco, in each case, upon demand, and any such holders prior to the Merger who have not theretofore complied with thisSection 3.02(d) shall thereafter look only to the Surviving Corporation, as general creditors thereof for payment of their claim for cash, without interest, to which such holders may be entitled. If any Certificates or Book-Entry Shares shall not have been surrendered prior to one (1) year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, subject to any and all claims or interest of any person previously entitled thereto.

(e) No Liability. None of the Parents, Mergerco, New Holdco, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(f) Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund as directed by the Parents or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment shall relieve the Surviving Corporation or the Paying Agent from making the payments required by thisSection 3.02(f), and following any losses the Surviving Corporation shall promptly provide additional funds to the Paying Agent for the benefit of the holders of Company Common Stock and Company Options in the amount of such losses; and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America

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or in commercial paper obligations ratedA-1 orP-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Mergerco, as directed by Mergerco.

Section 3.03 Stock Options and Other Awards

(a)Company Options. As of the Effective Time, except as otherwise agreed by the Parents, New Holdco and a holder of Company Options with respect to such holder’s Company Options:

(i) each Company Option (other than Company Options subject to a valid Irrevocable Option Election), whether vested or unvested, shall, by virtue of the Merger and without any action on the part of any holder of any such Company Option, become fully vested and converted into the right at the Effective Time to receive, as promptly as practicable following the Effective Time, a cash payment (less applicable withholding taxes and without interest) with respect thereto calculated as follows: the product of (a) the excess, if any, of the Cash Consideration over the exercise price per share of such Company Option multiplied by (b) the number of shares of Company Common Stock issuable upon exercise of such Option (the“Option Cash ~~Payment~~Payment””and the sum of all such payments, the“Total Option Cash ~~Payment~~Payment””). ; and

(ii) each Company Option which is subject to a valid Irrevocable Option Election, subject toSection 3.01(c) andSection 3.01(g), shall be converted into Merger Consideration in accordance withSection 3.01(b).

In the event that the exercise price of any Company Option is equal to or greater than the Cash Consideration such Company Option shall be cancelled without payment therefor and have no further force or effect. Except for the Company Options set forth inSection 3.03(a) of the Company Disclosure Schedule, as of the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. Prior to the Effective Time, the Company shall take any and all actions

C-9

reasonably necessary to effectuate thisSection 3.03(a), including, without limitation, providing holders of Company Options with notice of their rights with respect to any such Company Options as provided herein.

(b)Other Awards. As of the Effective Time, except as otherwise agreed by the Parents and a holder of Restricted Shares with respect to such holder’s Restricted Shares, each share outstanding immediately prior to the Effective Time subject to vesting or other lapse restrictions pursuant to any Company Option Plan or an applicable restricted stock agreement (each, a“Restricted ~~Share~~Share””) which is outstanding immediately prior to the Effective Time shall vest and become free of restriction as of the Effective Time and shall, as of the Effective Time, be cancelled and converted into the right to receive the Cash Consideration or the Stock Consideration, in accordance withSection 3.01(b).

(c)Amendments to and Termination of Plans. Prior to the Effective Time, the Company shall use its reasonable best efforts to make any amendments to the terms of the
~~C-12~~

Company Option Plans and to obtain any consents from holders of Company Options and Restricted Shares that, in each case, are necessary to give effect to the transactions contemplated bySection 3.03(a) andSection 3.03(b). Without limiting the foregoing the Company shall use its reasonable best efforts to ensure that the Company will not at the Effective Time be bound by any options, stock appreciation rights, warrants or other rights or agreements which would entitle any person, other than the holders of the capital stock (or equivalents thereof) of the Parents, Mergerco, New Holdco and their respective subsidiaries, to own any capital stock of the Surviving Corporation or New Holdco or to receive any payment in respect thereof. In furtherance of the foregoing, and subject to applicable Law and agreements existing between the Company and the applicable person, the Company shall explicitly condition any new awards or grants to any person under its Company Option Plans, annual bonus plans and other incentive plans upon such person’s consent to the amendments described in thisSection 3.03(c)and, to the fullest extent permitted by applicable Law, shall withhold payment of the Cash Consideration to or require payment of the exercise price for all Company Options by any holder of a Company Option as to which the Cash Consideration exceeds the amount of the exercise price per share under such option unless such holder consents to all of the amendments described in thisSection 3.03(c). Prior to the Effective Time, the Company shall take all actions necessary to terminate all Company Stock Plans, such termination to be effective at or before the Effective Time.

(d) Employee Stock Purchase Plan. The Board of Directors of the Company shall terminate all purchases of stock under the Company’s 2000 Employee Stock Purchase Plan (the“Company ~~ESPP~~ESPP””) effective as of the day immediately after the end of the month next following the Original Agreement Date, and no additional offering periods shall commence under the Company ESPP after the Original Agreement Date. The Company shall terminate the Company ESPP in its entirety immediately prior to the Closing Date, and all shares held under such plan, other than Rollover Shares, shall be delivered to the participants and shall, as of the Effective Time, be cancelled and converted into the right to receive the Cash Consideration or the Stock Consideration, in accordance withSection 3.01(b).

Section 3.04 Lost ~~Certificates~~.Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to thisArticle III.

Section 3.05 Dissenting ~~Shares~~.Shares. NotwithstandingSection 3.01(b) hereof, to the extent that holders thereof are entitled to appraisal rights under Article 5.12 of the TBCA, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Article 5.12 of the TBCA (the“Dissenting ~~Shares~~Shares””), shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Article 5.12 of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall cease to have any rights with respect thereto, except the right to receive such consideration as shall be determined pursuant to Article 5.12 of the TBCA);provided,

~~C-13~~

however, that if any such holder shall have failed to perfect

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or shall have effectively withdrawn or lost his or her right to appraisal and payment under the TBCA, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Cash Consideration without any interest thereon and such shares shall not be deemed to be Stock Election Shares or Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation (and not the Company, Mergerco, New Holdco or either Parent) and the Aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a shareholder on the Closing Date. The Company shall give the Parents notice of all demands for appraisal and the Parents shall have the right to participate in all negotiations and proceedings with respect to all holders of Dissenting Shares. The Company shall not, except with the prior written consent of the Parents, voluntarily make any payment with respect to, or settle or offer to settle, any demand for payment from any holder of Dissenting Shares.

Section 3.06 Transfers; No Further Ownership ~~Rights~~.Rights. After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If Certificates are presented to the Surviving Corporation for transfer following the Effective Time, they shall be cancelled against delivery of the Merger Consideration, as provided for inSection 3.01(b) hereof, for each share of Company Common Stock formerly represented by such Certificates.

Section 3.07 ~~Withholding~~.Withholding. Each of the Paying Agent, the Company, Mergerco, New Holdco and the Surviving Corporation shall be entitled to deduct and withhold from payments otherwise payable pursuant to this Agreement any amounts as they are respectively required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Section 3.08 Rollover by ~~Shareholders~~.Shareholders. At the Effective Time, each Rollover Share issued and outstanding immediately before the Effective Time shall be cancelled and be converted into and become the number of validly issued shares of equity securities of New Holdco calculated in accordance with Section 3.08 of the Second Amended Disclosure Letter (which shall be identical to Section 3.08 of the Mergerco Disclosure Schedule except that the Rollover Shares shall be converted into shares of New Holdco). As of the Effective Time, all such Rollover Shares when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate representing any such Rollover Shares shall cease to have any rights with respect thereto, except the right to receive the shares of equity securities of New Holdco as set forth in thisSection 3.08.

Section 3.09 Additional Per Share ~~Consideration~~.Consideration.

(a) No later than ten (10) business days before the Closing Date, if the Closing Date shall occur after the Additional Consideration Date, the Company shall prepare and

~~C-14~~

deliver to the Parents a good faith estimate of Additional Per Share Consideration, together with reasonably detailed supporting information (the“Estimated Additional Per Share ~~Consideration~~Consideration””).

(b) Before and after the delivery of the Estimated Additional Per Share Consideration statement, the Company shall provide the Parents reasonable access to the records and employees of the Company and its subsidiaries, and the Company shall, and shall cause the employees of the Company and its subsidiaries to, (i) cooperate in all reasonable respects with the Parents in connection with the Parents’ review of the Estimated Additional Per Share Consideration statement and (ii) provide the Parents with access to accounting records, supporting schedules and relevant information relating to the Company’s preparation of the Estimated Additional Per Share Consideration statement and calculation of Estimated Additional Per Share Consideration as the Parents shall reasonably request and that are available to the Company or its affiliates. Within five (5) business days after delivery of the Estimated Additional Per Share Consideration statement to the Parents, the Parents may notify the Company that they disagree with the Estimated Additional Per Share Consideration statement. Such notice shall set forth, to the extent practicable, in reasonable detail the particulars of such disagreement. If the Parents do not provide a notice of disagreement within such five (5) business day period,

C-11

then the Parents shall be deemed to have accepted the calculations and the amounts set forth in the Estimated Additional Per Share Consideration statement delivered by the Company, which shall then be final, binding and conclusive for all purposes hereunder. If any notice of disagreement is timely provided in accordance with thisSection 3.09(b), then the Company and the Parents shall each use commercially reasonable efforts for a period of one (1) business day thereafter (the“Estimated Additional Per Share Consideration Resolution ~~Period~~Period””) to resolve any disagreements with respect to the calculations in the Estimated Additional Per Share Consideration statement.

(c) If, at the end of the Estimated Additional Per Share Consideration Resolution Period, the Company and the Parents are unable to resolve any disagreements as to items in the Estimated Additional Per Share Consideration statement, then KPMG, LLP (New York Office) (or such other independent accounting firm of recognized national standing in the United States as may be mutually selected by the Company and the Parents) shall resolve any remaining disagreements. If neither KPMG, LLP (New York Office) nor any such mutually selected accounting firm is willing and able to serve in such capacity, then the Parents shall deliver to the Company a list of three other accounting firms of recognized national or international standing and the Company shall select one of such three accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the“~~Accountant~~Accountant””). The Accountant shall be charged with determining as promptly as practicable, whether the Estimated Additional Per Share Consideration as set forth in the Estimated Additional Per Share Consideration statement was prepared in accordance with this Agreement and (only with respect to the disagreements as to the items set forth in the notice of disagreement and submitted to the Accountant) whether and to what extent, if any, the Estimated Additional Per Share Consideration requires adjustment.

(d) The Accountant shall allocate its costs and expenses between the Parents (on behalf of Mergerco) and the Company based upon the percentage of the contested amount submitted to the Accountant that is ultimately awarded to the Company, on the one hand, or the

~~C-15~~

Parents, on the other hand, such that the Company bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Parents (such portion of such costs and expenses, the“Company Accountant ~~Expense~~Expense””) and the Parents (on behalf of Mergerco) bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Company. The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder.

(e) In order to permit the parties to prepare for an orderly Closing, the Company will deliver monthly reports calculating the previous month’s Operating Cash Flow on or before the 20th day of each month starting January 20, 2007 (with respect to performance during December 2006) and will provide the Parents with access to accounting records, supporting schedules and relevant information relating to the Company’s preparation thereof as the Parents shall reasonably request and that are available to the Company or its affiliates.”

~~SECTION~~

Section 2.05. Amendment to Introductory Paragraph of Article IV.IV. The introductory paragraph of Article IV shall be amended by adding a reference to ~~“, New~~, “New Holdco” after the reference to “Mergerco” in the final line.

~~SECTION~~

Section 2.06. Amendment to Section 4.04(a).Section 4.04(a) shall be amended by adding a reference to “, New Holdco” after the reference to “Mergerco” in the third sentence.

~~SECTION~~

Section 2.07. Amendment to Section 4.~~04(b)~~4.04(b).Section 4.04(b) shall be amended by adding a reference to “andForm S-4” after the reference to “Proxy Statement”.

~~SECTION~~

Section 2.08. Amendment to Section ~~4.12~~.4.12. Section 4.12 shall be deleted and replaced in its entirety with the following:

“Section 4.12 Information ~~Supplied~~.Supplied. None of the information supplied by the Company for inclusion in or incorporation by reference in (i) the registration statement onForm S-4 to be filed with the SEC by New Holdco in connection with the issuance of the New Holdco Common Stock as part of the Merger Consideration (such registration statement onForm S-4, as amended or supplemented, the“Form ~~S-4~~S-4””) will, at the time theForm S-4 is filed with the SEC and at any time it is amended or supplemented or at the time it becomes

C-12

effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement and any other document filed with the SEC by the Company in connection with the Merger (and any amendment thereof or supplement thereto) (collectively, theForm S-4, the Proxy Statement and such filings, the“SEC ~~Filings~~Filings””), at the date first mailed to the shareholders of the Company, at the time of the Shareholders’ Meeting, at the time filed with the SEC (or at the time amended or supplemented), as the case may be, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading;provided,however, that no representation is made by the Company with respect to statements made therein based on information supplied in writing by the Parents specifically for inclusion in such documents. The SEC Filings made by the Company will comply in all material respects with the provisions of the Exchange Act.”
~~C-16~~

~~SECTION~~

Section 2.09. Amendment to Section ~~4.18~~.4.18. Section 4.18 shall be amended by adding a reference to, ~~“, New~~“New Holdco” after the reference to “Mergerco” in the second sentence.

~~SECTION~~

Section 2.10. Additional Representations and Warranties of the ~~Company~~.Company. The Company hereby represents and warrants to Mergerco, New Holdco and the Parents as follows:

(a)Authority Relative to Second Amendment. The Company has all necessary corporate power and authority to execute and deliver this Second Amendment, to perform its obligations hereunder. The execution and delivery of this Second Amendment by the Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Second Amendment. This Second Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Mergerco, New Holdco and the Parents, this Second Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles).

(b)Additional Representations. Each of the representations and warranties contained inSection 4.04(b)(ii) andSection 4.04(b)(iii) is true and accurate as if made anew as of the date of this Second Amendment (except that it is acknowledged and agreed that the Board of Directors does not, and will not, make any recommendation to the Company’s stockholders with respect to the Stock Election or the Stock Consideration).

(c)Opinion of Financial Advisors. The Board of Directors of the Company has received an opinion of Goldman, Sachs & Co. to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Cash Consideration as provided inSection 3.01(b) of the Agreement, after giving effect to this Second Amendment, payable to holders of Public Shares (other than Public Shares held by affiliates of the Company), is fair from a financial point of view to such holders. The Company shall deliver an executed copy of the written opinion received from Goldman, Sachs & Co. to the Parents promptly upon receipt thereof.

~~SECTION~~

Section 2.11. Amendments to introductory paragraph of Article V.V. The introductory paragraph of Article V shall be deleted and replaced in its entirety with the following:

“Except as disclosed in the separate disclosure schedule which has been delivered by the Parents to the Company prior to the execution of this Agreement (the“Mergerco Disclosure ~~Schedule~~Schedule””or, with respect to New Holdco the“Second Amendment Disclosure ~~Letter~~Letter””) (provided that any information set forth in one Section of the Mergerco Disclosure Schedule or Second Amendment Disclosure Letter will be deemed to apply to each other Section or subsection of this Agreement to the extent such disclosure is made in a way as to make its relevance to such other Section or subsection readily apparent), the Parents, New Holdco

~~C-17~~

and Mergerco hereby jointly and severally represent and warrant to the Company as follows:”

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~~SECTION~~

Section 2.12. Amendment to Section ~~5.01~~.5.01. The following provisions shall be added to the end of Section 5.01.

“New Holdco is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its business as it is now being conducted, except where the failure to have such governmental approvals would not have, individually or in the aggregate, a New Holdco Material Adverse Effect. New Holdco is qualified or licensed as a foreign corporation to do business, and, if applicable, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not have, individually or in the aggregate, a New Holdco Material Adverse Effect.”

~~SECTION~~

Section 2.13. Amendment to Section ~~5.02~~.5.02. The current Section 5.02 shall be numbered subsection (a) and the following provisions shall be added as a new subsection (b):

“Included as Section 5.02 of the Second Amendment Disclosure Letter is a complete and correct copy of the certificate of incorporation and the bylaws (or equivalent organizational documents) each as amended to date, of New Holdco (collectively, the“New Holdco Organizational ~~Documents~~Documents””). The New Holdco Organizational Documents shall be in full force and effect at or prior to the Effective Time. Neither New Holdco, nor to the knowledge of the Parents the other parties thereto, shall be in violation of any provision of the New Holdco Organizational Documents, as applicable, at any time after the New Holdco Organizational Documents become effective, and prior to the Effective Time, except as would not have, individually or in the aggregate, a New Holdco Material Adverse Effect.”

~~SECTION~~

Section 2.14. Amendment of Section ~~5.04~~.5.04. Section 5.04 shall be amended by adding a reference to “, New Holdco” after each reference to “Parents” other than the third reference, a reference to “or New Holdco” shall be added after the third reference to “Mergerco”.

~~SECTION~~

Section 2.15. Amendment of Section ~~5.06~~.5.06. Section 5.06 shall be amended by adding a reference to “, New Holdco” after the second reference to “Parents”.

~~SECTION~~

Section 2.16. Amendment of Section ~~5.07~~.5.07. Section 5.07 of the Agreement is amended and restated in its entirety to read as follows:

“Section 5.07 Available Funds.

(a)Section 5.07(a) of Second Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the date of this Second Amendment, of executed
~~C-18~~

commitment letters from the parties listed inSection 5.07(a) of the Second Amendment Disclosure Letter dated as of the date this Second Amendment (as the same may be amended, modified, supplemented, restated, superseded and replaced in accordance withSection 6.13(a), collectively, the“Debt Commitment ~~Letters~~Letters””), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have committed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the“Debt Financing”).Section 5.07(a) of the Second Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the date of this Second Amendment, of executed commitment letters (collectively, the“Equity Commitment ~~Letters~~Letters””and together with the Debt Commitment Letters, the“Financing ~~Commitments~~Commitments””) pursuant to which the investors listed inSection 5.07(a) of the Second Amendment Disclosure Letter (the“~~Investors~~Investors””) have committed to invest the cash amounts set forth therein subject to the terms therein (the“Equity ~~Financing~~Financing””and together with the Debt Financing, the“~~Financing~~Financing””).

(b) As of the date of this Second Amendment, the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect. As of the date of this Second Amendment, each of the Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable, and to the Parents’ and Mergerco’s knowledge, the other parties thereto. Except as set forth in the Financing Commitments, there are no (i) conditions precedent to the respective obligations of the Investors to fund the full

C-14

amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Debt Commitment Letter to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, side letters or arrangements relating to the Financing Commitments to which either Parent, New Holdco, Mergerco or any of their respective affiliates is a party that would permit the lenders specified in the Debt Commitment Letters or the Investors providing the Equity Commitment Letters to reduce the total amount of the Financing (other than retranching, reallocating or replacing the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of the date of this Second Amendment, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Parents, New Holdco or Mergerco under any term or condition of the Financing Commitments, and (B) subject to the accuracy of the representations and warranties of the Company set forth in Article II hereof, and the satisfaction of the conditions set forth inSection 7.01 andSection 7.02 hereof, the Parents, New Holdco and Mergerco have no reason to believe that Mergerco or New Holdco will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Each of the Parents, New Holdco and Mergerco have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by it on or before the date of this Second Amendment. Subject to the terms and conditions of this Agreement and as of the date of this Second Amendment, assuming the funding of the Financing in accordance with the terms and conditions of the Financing Commitments, the aggregate proceeds from the Financing constitute all of the financing required to be provided by Mergerco and New Holdco for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of the Parents’, New Holdco’s and Mergerco’s obligations under this Agreement, including the payment of the Aggregate Merger Consideration and the

~~C-19~~

payment of all associated costs and expenses (including any refinancing of indebtedness of Mergerco or the Company required in connection therewith).

(c) From and after the date hereof, Mergerco, New Holdco, the Parents, any Investor and their respective affiliates shall not enter into any discussions, negotiations, arrangements, understanding or agreements with respect to the Equity Financing with those persons identified onSection 5.07(c) of the Company Disclosure Schedule.”

~~SECTION~~

Section 2.17. Amendment to Section ~~5.09~~.5.09. Section 5.09 shall be deleted and replaced in its entirety with the following:

“Section 5.09 Capitalization of Mergerco and New ~~Holdco~~.Holdco. As of the Closing Date and immediately prior to Effective Time and the exchange of Rollover Shares contemplated bySection 3.08, (i) the capital stock of Mergerco (the“Mergerco ~~Shares~~Shares””) then outstanding will be wholly owned, directly or indirectly, by New Holdco, (ii) the capital stock of each New Holdco subsidiary, other than Mergerco (the ““New Holdco ~~Subsidiaries~~Subsidiaries”” and the ““New Holdco Subsidiaries ~~Shares~~Shares””) then outstanding will be wholly owned, directly or indirectly, by New Holdco and (iii) the capital stock of New Holdco (the“New Holdco ~~Shares~~Shares””) then outstanding (which would exclude shares to be issued as Stock Consideration and Rollover Shares) will be held by the persons listed onSection 5.09 of the Second Amendment Disclosure Letter (or persons to whom such persons have assigned some or all of their right to purchase New Holdco Shares in compliance with the provisions of this Agreement) (each such Investor, a“New Equity ~~Investor~~Investor””and each such New Equity Investor’s equity commitment letter, a“New Equity Commitment ~~Letter~~Letter””). All New Holdco Shares issued at or in connection with the Closing will have rights, preferences and privileges identical to, andpari passuwith, the New Holdco Common Stock issued as Stock Consideration except that shares issued as Stock Consideration will be entitled to one vote per share and shares not issued as Stock Consideration may differ with respect to voting rights per share so long as the aggregate voting rights of all such shares do not exceed the aggregate number of such shares. Each share of New Holdco Common Stock to be issued as part of the Stock Consideration will be duly authorized, validly issued, fully paid and non assessable and not subject to preemptive rights. Other than as set forth on Section 5.09 of the Second Amendment Disclosure Letter, as of the date hereof, no person who holds shares of record or beneficially has an Attributable Interest in Mergerco, New Holdco Subsidiaries or New Holdco. Except for this Agreement and as provided in this Agreement, the Equity Commitment Letters or the New Equity Commitment Letters, if any: (i) there are no outstanding

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options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the Mergerco Shares or any capital stock equivalent or other nominal interest in Mergerco (the“Mergerco Equity ~~Interests~~Interests””), or the New Holdco Subsidiaries Shares or any capital stock equivalent or other nominal interest in New Holdco Subsidiaries (the“New Holdco Subsidiaries Equity ~~Interests~~Interests””) or the New Holdco Shares or any capital stock equivalent or other nominal interest in New Holdco (the“New Holdco Equity ~~Interests~~Interests””), pursuant to which Mergerco, any New Holdco Subsidiary or New Holdco, as applicable, is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any Mergerco Equity Interests, New Holdco Subsidiaries Equity Interests or New Holdco Equity Interests, as applicable; and (ii) there are no contracts or commitments to which Mergerco, any
~~C-20~~

New Holdco Subsidiary or New Holdco is a party relating to the sale or transfer of any equity securities or other securities of Mergerco, New Holdco Subsidiaries or New Holdco. Mergerco, New Holdco Subsidiaries and New Holdco were formed solely for the purpose of engaging in the transactions contemplated hereby, and Mergerco, New Holdco Subsidiaries and New Holdco have not conducted any business prior to the date hereof and have no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement. Assuming for purposes of this representation that a number of shares equal to the Maximum Stock Election Number is issued as Stock Consideration pursuant to Section 3.01(b), immediately after the Effective Time the Maximum Stock Election Number will represent approximately 30% of the issued and outstanding common stock of New Holdco. Immediately after the Effective Time, zero shares of New Holdco preferred stock will be outstanding.”

~~SECTION~~

Section 2.18. Amendment to Section ~~5.10~~.5.10. The current Section 5.10 shall be amended by adding “or New Holdco’s Expenses” after the reference to “Mergerco’s Expenses”.

~~SECTION~~

Section 2.19. Amendment to Section ~~5.11~~.5.11. Section 5.11 shall be deleted and replaced in its entirety with the following:

“~~SECTION~~Section 5.11 Information ~~Supplied~~.Supplied. None of the information supplied or to be supplied by the Parents, Mergerco or New Holdco for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Parents, Mergerco or New Holdco for inclusion or incorporation by reference in theForm S-4 will, at the time it is filed with the SEC, and at any time it is amended or supplemented, or at the date it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading;provided,however, that no representation is made by Parents with respect to statements made therein based on information supplied in writing by the Company specifically for inclusion in such documents. The SEC Filings made by Parents will comply in all material respects with the provisions of the Exchange Act.”

~~SECTION~~

Section 2.20. Amendment to Section ~~5.12~~.5.12. Section 5.12 shall be amended by adding a reference to “, New Holdco’s” after the first reference to ~~“Parents’”~~“Parents”’ and a reference to “and New Holdco” after the reference to “the Surviving Corporation”.

~~SECTION~~

Section 2.21. Amendment to Section ~~5.13~~.5.13. Section 5.13 shall be amended by adding a reference to “, New Holdco” after the first, third and fourth references to “Mergerco” and “or New Holdco” after the second reference to Mergerco.

~~C-21~~

~~SECTION~~

Section 2.22. Additional Representations and Warranties of Parents, Mergerco and New ~~Holdco~~.Holdco. The Parents, Mergerco and New Holdco hereby jointly and severally represent and warrant to the Company as follows:

(a)Authority Relative to Second Amendment. The Parents, Mergerco and New Holdco have all necessary power and authority to execute and deliver this Second Amendment, to perform their respective obligations hereunder. The execution and delivery of this Second Amendment by the Parents, Mergerco and

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New Holdco have been duly and validly authorized by all necessary limited liability company action on the part of the Parents and all corporate action of Mergerco and New Holdco, and no other corporate proceedings on the part of the Parents, Mergerco or New Holdco are necessary to authorize the execution and delivery of this Second Amendment. This Second Amendment has been duly and validly executed and delivered by the Parents, Mergerco and New Holdco and, assuming the due authorization, execution and delivery by the Company, this Second Amendment constitutes a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, enforceable against the Parents, Mergerco and New Holdco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

~~SECTION~~

Section 2.23. Amendment to Section 6.01 of the ~~Agreement~~.Agreement. The introductory paragraph ofSection 6.01 is amended by adding a reference to “, New Holdco” after the first reference to “Parents” in the final clause.

~~SECTION~~

Section 2.24. Amendment to Section 6.~~01(f)~~6.01(f) of the ~~Agreement~~.Agreement.Section 6.01(f)(iv)(z) is amended by deleting the words, “date hereof” and replacing them with the words, “date of the Amendment” and adding a reference to “, Mergerco or New Holdco” after the reference to Parents.

~~SECTION~~

Section 2.25. Amendment to Section 6.03(a).

(a) The following sentence shall be added as the second sentence toSection 6.03(a):

“As soon as reasonably practicable following the date of this Second Amendment, the Parents and the Company shall prepare and shall cause to be filed with the SEC theForm S-4, including the Proxy Statement.”

(b) The following sentence shall be added as the penultimate sentence ofSection 6.03(a):

“None of the information with respect to the Company or its subsidiaries to be included in theForm S-4 or any amendments or supplements thereto, will at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, at the time theForm S-4 or Proxy Statement or any amendment or supplement thereto is filed with the SEC, at the time of the Shareholders’ Meeting, at the time theForm S-4 (and any amendments or supplements thereto) is filed, or at the time theForm S-4 ~~becomes effective under the Securities Act~~

~~C-22~~

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.”

~~SECTION 2.26. Amendment to Section 6.03(b)~~.

~~(a)Section 6.03(b)~~ ~~is amended by adding a reference to “New Holdco,” after the reference to “Parents” in the first sentence.~~

~~(b) The following clause shall be added as the final sentence of Section 6.03(b):~~

“None of the information with respect to the Parents, Mergerco, New Holdco or their respective subsidiaries specifically provided in writing by the Parents or any person authorized to act on their behalf for inclusion in the Form S-4 will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, at the time of the Shareholders’ Meeting, at the time the Form S-4 (and any amendments or supplements thereto) is filed, and at the time such Form S-4 becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.”

~~SECTION~~

Section 2.26. Amendment to Section 6.03(b).

(a) Section 6.03(b) is amended by adding a reference to “New Holdco,” after the reference to “Parents” in the first sentence.

(b) The following clause shall be added as the final sentence of Section 6.03(b):

“None of the information with respect to the Parents, Mergerco, New Holdco or their respective subsidiaries specifically provided in writing by the Parents or any person authorized to act on their behalf for inclusion in theForm S-4 will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, at the time of the Shareholders’ Meeting, at the time theForm S-4 (and any amendments or supplements thereto) is filed, and at the time suchForm S-4 becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.”

Section 2.27. Amendment to Section 6.03(c).

(a) The clause “and theForm S-4” shall be added after the first and second references to “Proxy Statement” and the clause “,Form S-4” shall be added after the third reference to “Proxy Statement” Section 6.03(c).

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(b) The following sentence shall be added as the final sentence to such Section:

“The Company and Parents shall use reasonable best efforts to have theForm S-4 declared effective by the SEC under the Securities Act as promptly as reasonably practicable after the date of the Second Amendment.”

~~SECTION~~

Section 2.28. Amendment to Section 6.03(d). Section 6.03(d) is hereby amended by adding a reference to “or New Holdco” after the first reference to “Mergerco”, a reference to “or New Holdco’s” after the second reference to “Mergerco’s”, a reference to “and theForm S-4” after the third reference to “Proxy Statement” and a reference to “or theForm S-4” after the fourth and fifth references to “Proxy Statement”.

~~SECTION~~

Section 2.29. Amendment to Section 6.03(e). Section 6.03(e) is hereby deleted and replaced in its entirety with the following:

~~“(e)~~

“(e) As soon as reasonably practicable after the date of this Second Amendment, the Company and New Holdco shall prepare and shall cause to be filed with the SEC aForm S-4 and proxy supplement in accordance with the

~~C-23~~

provisions ofSection 6.03(a) relating to the meeting of the Company’s shareholders to be held to consider the adoption and approval of this Agreement and the Merger. The Company and New Holdco shall include the text of this Agreement and the Company shall include the recommendation of the Board of Directors of the Company that the Company’s shareholders approve and adopt this Agreement (it being expressly acknowledged and agreed that the Board of Directors has not, and will not, make any recommendation with respect to the Stock Consideration or the New Holdco Common Stock). The Company and New Holdco shall use their reasonable best efforts to have the Proxy Statement cleared and theForm S-4 declared effective by the SEC as soon as reasonably practicable after it is filed with the SEC. In connection with the Proxy Statement andForm S-4, contemplated by thisSection 6.03(e), the Company, Parents and New Holdco shall (i) respond as promptly as reasonably practicable to any comments of the SEC; (ii) promptly notify the other parties upon receipt of any comments of the SEC or its staff or any request for amendments or supplements to the Proxy Statement ofForm S-4 or of the issuance of any stop order, of the suspension of the qualification of the New Holdco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction; (iii) consult with one another prior to responding to any such comments or filing any such amendment or supplement; (iv) provide each other with copies of all correspondence between any of such parties or their Representatives and the SEC; and (v) within five (5) days after the Proxy Statement andForm S-4 prepared in accordance withSection 6.03(b) and thisSection 6.03(e) has been cleared by the SEC and theForm S-4 declared effective, the Company shall mail the Proxy Statement to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting. Prior to the effective date of theForm S-4, New Holdco and the Company shall use commercially reasonable efforts to comply with all applicable requirements of Law in connection with the registration and qualification of the Stock Consideration to be issued in connection with the Merger.”

~~SECTION~~

Section 2.30.Amendments to Section 6.04 of the ~~Agreement~~.Agreement. Subject to any actions taken by the SEC, as contemplated bySection 2.05above, the Shareholders’ Meeting referred to inSection 6.04 of the Agreement shall be postponed, convened and held as set forth inSection 6.03(e) above.

~~SECTION~~

Section 2.31.Amendment to Section 6.~~05(b)~~6.05(b) of the ~~Agreement~~.Agreement.Section 6.05(b)of the Agreement is amended by adding a reference to “New Holdco’s,” before each reference to “Mergerco’s” in clause (ii).

~~SECTION~~

Section 2.32.Amendment to Section 6.~~07(d)~~6.07(d) of the ~~Agreement~~.Agreement.Section 6.07(d)of the Agreement is amended by adding a reference to “, New Holdco” after each reference to “Parents” in clause (i).

~~SECTION~~

Section 2.33.Amendment to Section 6.~~07(h)~~6.07(h) of the ~~Agreement~~.Agreement.Section 6.07(h) of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents” in the first sentence.

~~C-24~~

~~SECTION~~

Section 2.34.Amendment to Section 6.09 of the ~~Agreement~~.Agreement.Section 6.09 of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Surviving Corporation” in clause (i) of the first sentence.

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~~SECTION~~

Section 2.35.Amendment to Section 6.~~12(a)~~6.12(a) of the ~~Agreement~~.Agreement.Section 6.12(a) of the Agreement is deleted and hereby replaced in its entirety with the following:

“(a) shall not amend or otherwise change any of the Mergerco Organizational Documents or the New Holdco Organizational Documents if such amendment or change (i) would be likely to prevent or materially delay the consummation of the transactions contemplated hereby or (ii) would change the rights, preferences or privileges of any share of New Holdco Common Stock in any material respect that would render the representations and warranties contained in Section 5.09 of this Agreement to be untrue or inaccurate at the Effective Time”.

~~SECTION~~

Section 2.36.Amendment to Section 6.13 of the ~~Agreement~~.Agreement.Section 6.13 of the Agreement is deleted and hereby replaced in its entirety with the following:

ARTICLE 1“~~SECTION~~ “SECTION 6.13 FINANCING.

(a) Mergerco and the Parents shall use their reasonable best efforts to (i) arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, (ii) negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (iii) satisfy on a timely basis all conditions applicable to the Parents or Mergerco in such definitive agreements that are within their control, (iv) consummate the Financing no later than the Closing, and (v) enforce their rights under the Financing Commitments. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments, (A) the Parents shall promptly notify the Company, and (B) Mergerco and the Parents shall use their reasonable best efforts to obtain alternative financing from alternative sources, on terms, taken as whole, that are no more adverse to the Company, as promptly as practicable following the occurrence of such event but in no event later than the last day of the Marketing Period, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to thisSection 6.13(a) being referred to as the“Financing ~~Agreements~~Agreements””). For the avoidance of doubt, in the event that (x) all or any portion of any offering or issuance of any high yield debt securities contemplated by the Financing Commitments or any alternative debt securities therefor (collectively, the“High Yield ~~Financing~~Financing””), has not been consummated; and (y) all conditions set forth inArticle VII hereof have been satisfied or waived (other than conditions set forth inSection 7.02(c) andSection 7.03(d)) and (z) the bridge facilities contemplated by the Financing Commitments are available on terms and conditions described in the Financing Commitments, then Mergerco shall agree to use the bridge facility contemplated by the Debt Commitment Letters, if necessary, to replace such High Yield Financing no later than the last date of the Marketing Period. In furtherance of the provisions of thisSection 6.13(a), one or more Debt Commitment Letters may be amended, restated, supplemented or otherwise modified, superseded or replaced to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not
~~C-25~~

executed the Debt Commitment Letters as of the date hereof, to increase the amount of indebtedness or otherwise replace one or more facilities with one or more new facilities or financings or modify one or more facilities to replace or otherwise modify the Debt Commitment Letters, or otherwise in a manner not less beneficial in the aggregate to Mergerco, New Holdco and the Parents (as determined in the reasonable judgment of the Parents) (the ““New Debt Financing ~~Commitments~~Commitments””), provided that the New Debt Financing Commitments shall not (i) adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect, (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable in any material respect to Mergerco and New Holdco than the terms set forth in the Equity Commitment Letters or one or more new debt facilities pursuant to the new debt facilities pursuant to the New Debt Financing Commitments.) Upon and from and after each such event, the term ““Debt ~~Financing~~Financing”” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters that are not so superseded or replaced at the time in question and the New Debt Financing Commitments to the extent then in effect. For purposes of this Agreement, ““Marketing ~~Period~~Period”” shall mean the first period of twenty-five (25) consecutive business days throughout which (A) Mergerco and the Parents shall have the Required Financial Information that the Company is required to provide Mergerco and the Parents pursuant toSection 6.13(b), and (B) the conditions set forth inSection 7.01 orSection 7.02 (other thanSection 7.02(c)) shall be satisfied and

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nothing has occurred and no condition exists that would cause any of the conditions set forth inSection 7.02 (other thanSection 7.02(c)) to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty-five (25) consecutive business day period;provided,however, that if the Marketing Period has not ended on or prior to August 17, 2007, the Marketing Period shall commence no earlier than September 4, 2007 or if the Marketing Period has not ended on or prior to December 14, 2007, the Marketing Period shall commence no earlier than January 7, 2008. The Parents shall (x) furnish complete and correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material breach by any party of any of the Financing Commitments, any New Debt Financing Commitment or the Financing Arrangements of which the Parents become aware or any termination thereof, and (z) otherwise keep the Company reasonably informed of the status of the Parents’ efforts to arrange the Financing (or any replacement thereof).

~~C-26~~

any subsidiary with respect to solvency matters and as are customary in financings of such type, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements, provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time; (ii) (x) preparing business projections, financial statements, pro forma statements and other financial data and pertinent information of the type required byRegulation S-X andRegulation S-K under the Securities Act and of the type and form customarily included in private placements resold under Rule 144A of the Securities Act to consummate any High Yield Financing, all as may be reasonably requested by Mergerco or the Parents and (y) delivery of audited consolidated financial statements of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2007 (together with the materials in clause (x), the ““Required Financial ~~Information~~Information””), which Required Financial Information shall be Compliant; (iii) making the Company’s Representatives available to assist in the Financing, including participation in a reasonable number of meetings, presentations (including management presentations), road shows, drafting sessions, due diligence sessions and sessions with rating agencies, including one or more meetings with prospective lenders, and assistance with the preparation of materials for rating agency presentations, offering documents and similar documents required in connection with the Financing; (iv) reasonably cooperating with the marketing efforts of the Financing; (v) ensuring that any syndication efforts benefit from the existing lending and investment banking relationships of the Company and its subsidiaries (vi) using reasonable best efforts to obtain customary accountants’ comfort letters, consents, legal opinions, survey and title insurance as requested by Mergerco or the Parents along with such assistance and cooperation from such independent accountants and other professional advisors as reasonably requested by Mergerco or the Parents; (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Financing to (A) evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any of its subsidiaries, thereunder shall be effective until the Effective Time; and (viii) otherwise reasonably cooperating in connection with the consummation of the Financing and the syndication and marketing thereof, including obtaining any rating agencies’ confirmations or approvals for the Financing. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) prior to the Effective Time. The Parents shall, promptly upon request by the Company following the valid termination of this Agreement (other than in accordance with

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Section 8.01(i), reimburse the Company for all reasonable and documentedout-of-pocket costs incurred by the Company or any of its subsidiaries in connection with such cooperation. The Parents shall indemnify and hold harmless the Company and its subsidiaries for and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its subsidiaries). As used in thisSection 6.13(b),“Compliant” means, with respect to any Required Financial Information, that such Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact regarding the Company and it subsidiaries necessary in order to make such Required Financial Information not misleading and is, and remains throughout the Marketing Period, compliant in all material respects with all applicable requirements ofRegulation S-K andRegulation S-X and a registration statement onForm S-1 (or any applicable successor form) under the Securities Act, in each case assuming such Required Financial Information is intended to be the information to be used in connection with the Debt Financing (including the High Yield Financing) contemplated by the Debt Commitment Letters.”

Section 2.37.Addition of Section 6.18. The following shall be added as Section 6.18 of the Agreement:

“Section 6.18 Tax Free Qualification for Stock Election. Parents and Company shall not, and shall not permit any of their Subsidiaries to, take or cause to be taken any action, other than any actions expressly contemplated by this Agreement or the Equity Commitment Letters, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent the exchange of shares of Company Common Stock for New Holdco Common Stock pursuant to the Merger and a Stock Election (other than Net Electing Option Shares), taken together with the exchange of the Rollover Shares and the Equity Financing, from qualifying as an exchange described in Section 351 of the Code.”

Section 2.38.Addition of Section 6.19. The following shall be added as Section 6.19 of the Agreement:

“Section 6.19 Fees. The transaction fees payable to Parents or their Affiliates at or prior to the Closing will not exceed $87.5 million. Following the Closing, unless otherwise unanimously approved by the Independent Directors, the Company will not pay management, transaction, monitoring or any other fees to the Parents or their Affiliates except pursuant to an arrangement or structure whereby public shareholders of New Holdco are made whole for the portion of such fees paid by the Company that would otherwise be proportionate to their share holdings.”

Section 2.39.Addition of Section 6.20. The following shall be added as Section 6.20 of the Agreement:

“Section 6.20 Board of Directors. Immediately following the Closing, the board of directors of the Company will include at least two (2) Independent Directors.

Section 2.40. Addition of Section 6.21. The following shall be added as Section 6.21 of the Agreement:

“Section 6.21 Registration. New Holdco agrees that it will use reasonable efforts to maintain the registration of the New Holdco Common Stock under Section 12 of the Exchange Act for two years after the Effective Time except for any deregistration in connection with any sale, recapitalization or similar extraordinary corporate transaction.

Section 2.41.Amendment to Section 7.02 of the Agreement. The introductory sentence ofSection 7.02 of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents”.

Section 2.42.Amendment to Section 7.03(a) of the Agreement.Section 7.03(a) of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents” in the first sentence.

Section 2.43.Amendment to Section 7.03(b) of the Agreement.Section 7.03(b) of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents”.

Section 2.44.Amendment to Section 8.01(e) of the Agreement.Section 8.01(e)of the Agreement is amended by adding a reference to “, New Holdco” after each reference to “Mergerco”.

Section 2.45.Amendment to Section 8.01(f) of the Agreement.Section 8.01(f)of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Mergerco” in clause (ii).

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Section 2.46.Amendment to Section 8.01(g) of the Agreement. The clause “by the Parents if they and Mergerco” inSection 8.01(g) of the Agreement is hereby deleted and replaced with the following: “by the Parents if they, New Holdco and Mergerco”.

Section 2.47.Amendment to Section 8.01(i).Section 8.01(i) shall be amended by adding a reference to “andForm S-4” after the reference to “Proxy Statement”.

Section 2.48.Amendment to Section 8.02(a) of the Agreement.Section 8.02(a) is hereby amended by adding a reference to “, New Holdco” after each reference to “Mergerco” in the final paragraph ofSection 8.02(a).

Section 2.49.Amendment to Section 8.02(b)(i) of the Agreement.Section 8.02(b)(i) is hereby amended by adding a reference to “, New Holdco” after the first and fifth reference to “Mergerco” and a reference to “, New Holdco’s” after the second and fourth reference to “Mergerco”.

Section 2.50.Amendment to Section 8.02(b)(ii) of the Agreement.Section 8.02(b)(ii) is hereby amended by adding a reference to “, New Holdco” after the first reference to “Mergerco”.

Section 2.51.Amendment to Section 8.02(b) of the Agreement. The final paragraph ofSection 8.02(b) is hereby amended by adding a reference to , “New Holdco” after each reference to “Mergerco” other than references to “Mergerco” in the defined term “Mergerco Termination Fee”.

Section 2.52.Amendment to Section 8.02(d) of the Agreement.Section 8.02(d) is hereby amended by adding a reference to “, New Holdco” after the first, second, fifth, seventh and eighth reference to “Mergerco”.

Section 2.53.Amendment to Section 8.04 of the Agreement.Section 8.04 is hereby amended by adding a reference to “, New Holdco” after the reference to “Mergerco” in the third sentence.

Section 2.54.Amendment to Section 9.02 of the Agreement.Section 9.02 is hereby amended by replacing “if to the Parents or Mergerco:” with the following: “if to the Parents, Mergerco or New Holdco”.

Section 2.55.Amendment to Section 9.05 of the Agreement.Section 9.05 is hereby deleted and replaced in its entirety with the following:

“Section 9.05 Assignment. Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto;provided,that (i) Mergerco may assign any of its rights and obligations to any direct or indirect wholly owned subsidiary of New Holdco, but no such assignment shall relieve Mergerco of its obligations hereunder and (ii) New Holdco may assign any of its rights and obligations to any direct or indirect wholly owned subsidiary of New Holdco, but no such assignment shall relieve New Holdco of its obligations hereunder. Further, the Company acknowledges and agrees that Mergerco may (i) elect to transfer its equity interests to any of its respective affiliates or direct or indirect wholly owned subsidiaries;providedthat each of such direct or indirect subsidiaries will be wholly owned by New Holdco or subsidiaries of New Holdco, (ii) reincorporate in Texas or (iii) merge with or convert into a Texas corporation created solely for the purpose of the Merger, and any such transfer, reincorporation, merger or conversion shall not result in a breach of any representation, warranty or covenant of Mergerco, New Holdcoand/or the Parents herein. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.”

Section 2.56.Amendment to Section 9.08(a)(i) of the Agreement.Section 9.08(a)(i) is hereby amended by replacing the clause “the maximum aggregate liability of Mergerco” with the following: “the maximum aggregate liability of Mergerco and New Holdco”. Amendment toSection 9.08(a)(iv) of the Agreement.Section 9.08(a)(iv) is hereby amended by adding a reference to “, New Holdco” after “Mergerco” in clause (iv).

Section 2.57.Amendment to Section 9.08(b), (c) and (d) of the Agreement.Section 9.08(b),Section 9.08(c) andSection 9.08(d) are hereby amended by adding a reference to “, New Holdco” after each reference to “Mergerco”.

Section 2.58.Amendment to Appendix A.

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(a) The definition of“Additional Per Share Consideration” is amended by deleting “$39.00” and replacing such amount with “$39.20.”

(b) The following definition of“Affiliated Holder”is added to Appendix A immediately following the definition of“affiliate”:

“Affiliated Holder”shall mean each Person listed on Schedule 1 hereto, each of such Person’s heirs and successors, and any person to whom such Person assigns shares where such transferee agrees to bound by the letter agreement entered into by such holder pursuant toSection 3.01(b)(ii) hereof.

(c) The following definition of“Alien Entity”shall be added to Appendix A immediately following the definition of“Agreement”:

“Alien Entity”shall have the meaning set forth in the definition ofNon-U.S. Person.

(d) The following definition of“Book Entry Share”shall replace the definition of Book Entry Share in Appendix A:

“Book Entry Share”means a book-entry share which immediately prior to the Effective Time represented a share of Company Common Stock.

(e) The following definition of“Capped Holder”is added to Appendix A immediately following the definition of“business day”:

“Capped Holder”shall have the meaning set forth inSection 3.01(g)(iii).

(f) The following definition of“Cash Consideration”is added to Appendix A immediately following the definition of“Capped Holder”:

“Cash Consideration”shall have the meaning set forth inSection 3.01(b)(i).

(g) The following definition of“Cash Consideration Share”is added to Appendix A immediately following the definition of“Cash Consideration”:

“Cash Consideration Share”shall mean each share of Company Common Stock for which Parents pay Cash Consideration pursuant toSection 3.01(b) andSection 3.01(g).

(h) The following definition of“Cash Election”is added to Appendix A immediately following the definition of“Cash Consideration Share”:

“Cash Election��shall have the meaning set forth inSection 3.01(c)(i).

(i) The following definition of“Certificate”shall replace the definition of Certificate in Appendix A:

“Certificate”means a certificate which immediately prior to the Effective Time represented a share of Company Common Stock.

(j) The definition of“Competing Proposal” is amended by adding a reference to “, New Holdco” after the reference to Parents.

(k) The definition of“Contacted Parties Proposal” is amended by adding a reference to “, New Holdco” after the reference to Parents.

(l) The following definition of“Election Deadline”is added to Appendix A immediately following the definition of“Effective Time”:

“Election Deadline”shall have the meaning set forth inSection 3.01(d)

(m) The following definition of“Election Form Record Date”is added to Appendix A immediately following the definition of“Election Deadline”:

“Election Form Record Date”shall have the meaning set forth inSection 3.01(d).

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(n) The following definition of“Elections”is added to Appendix A immediately following the definition of“Election Form Record Date”:

“Elections”shall have the meaning set forth inSection 3.01(c)(i).

(o) The definition of“Expenses”in Appendix A shall be amended by adding a reference to “andForm S-4” after the reference to “Proxy Statement”.

(p) The following definition of“Final Return Shares”is added to Appendix A immediately following the definition of“Financing Commitments”:

“Final Return Shares”shall have the meaning set forth inSection 3.01(g)(vi).

(q) The following definition of“Final Stock Election”is added to Appendix A immediately following the definition of“Final Return Shares”:

“Final Stock Election”shall have the meaning set forth inSection 3.01(g)(viii).

(r) The following definition of“Final Stock Election Notice”is added to Appendix A immediately following the definition of“Final Stock Election”:

“Final Stock Election Notice”shall have the meaning set forth inSection 3.01(d).

(s) The following definition of“Final Stock Election Shares”is added to Appendix A immediately following the definition of“Final Stock Election Notice”:

“Final Stock Election Shares”shall have the meaning set forth inSection 3.01(g)(vi).

(t) The following definition of“First Allocation Distributable Shares”is added to Appendix A immediately following the definition of“Final Stock Election Shares”:

“First Allocation Distributable Shares”shall have the meaning set forth inSection 3.01(g)(ii).

(u) The following definition of“First Allocation Stock Election Shares” is added to Appendix A immediately following the definition of“First Allocation Distributable Shares”:

“First Allocation Stock Election Shares”shall have the meaning set forth inSection 3.01(g)(iii).

(v) The following definition of“First Individual Cutback Shares”is added to Appendix A immediately following the definition of“First Allocation Stock Election Shares”:

“First Individual Cutback Shares”shall have the meaning set forth inSection 3.01(g)(iii).

(w) The following definition of“First Prorated Returned Shares”is added to Appendix A immediately following the definition of“First Individual Cutback Shares”:

“First Allocation Returned Shares”shall have the meaning set forth inSection 3.01(g)(ii).

(x) The following definition of“Form of Election”is added to Appendix A immediately following the definition of“Foreign Antitrust Laws”:

“Form of Election”shall have the meaning set forth inSection 3.01(c)(i).

(y) The following definition of“Form S-4”is added to Appendix A immediately following the definition of“Form of Election”:

“Form S-4”shall have the meaning set forth inSection 4.12.

(z) The following definition of“Gross Electing Option Shares”is added to Appendix A immediately following the definition of“Governmental Authority”:

“Gross Electing Option Shares”shall have the meaning set forth inSection 3.01(c)(ii).

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(aa) The following definition of“Independent Directors”is added to Appendix A immediately following the definition of“Indenture”:

“Independent Directors”shall mean members of the board of directors of the Company who are not representatives of the Parents or their Affiliates or employees (including former employees) of the Company.

(bb) The following definition of“Individual Cap”is added to Appendix A immediately following the definition of“Independent Director”:

“Individual Cap”shall have the meaning set forth inSection 3.01(g).

(cc) The following definition of“Irrevocable Option Election”is added to Appendix A immediately following the definition of“Individual Cap”:

“Irrevocable Option Election”shall have the meaning set forth inSection 3.01(c)(ii).

(dd) The following definition of“Letter of Transmittal”is added to Appendix A immediately following the definition of“Law”:

“Letter of Transmittal”means a letter prepared by the Paying Agent, with reasonable approval of New Holdco and the Company, which shall, among other things, (x) specify that delivery of Certificates and Book Entry Shares be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant toSection 3.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as New Holdco and the Company may reasonably specify and (y) include instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Book-Entry Shares shall be converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates or Book-Entry Shares may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery).

(ee) The following definition of“Maximum Stock Election Number”is added to Appendix A immediately following the definition of“LMA”:

“Maximum Stock Election Number”shall have the meaning set forth inSection 3.01(g).

(ff) The following definition of“Merger Consideration”shall replace the definition of“Merger Consideration”in Appendix A:

“Merger Consideration”shall have the meaning set forth inSection 3.01(b)(i).

(gg) The following definition of“Net Electing Option Shares”is added to Appendix A immediately following the definition of“Multiemployer Plan”:

“Net Electing Option Shares”shall have the meaning set forth inSection 3.01(c)(ii).

(hh) The following definition of“New Holdco Common Stock”is added to Appendix A immediately following the definition of“New Debt Financing Commitments”:

“New Holdco Common Stock”shall mean the Class A Common Stock, par value $0.001 per share, of New Holdco.

(ii) The following definition of“New Holdco Equity Interests”is added to Appendix A immediately following the definition of“New Debt Financing Commitments”:

“New Holdco Equity Interests”shall have the meaning set forth inSection 5.09.

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(jj) The following definition of“New Holdco Material Adverse Effect” shall replace the definition of“Mergerco Material Adverse Effect”in Appendix A and all references to“Mergerco Material Adverse Effect” shall be replaced with reference to“New Holdco Material Adverse Effect”:

“New Holdco Material Adverse Effect”shall mean any event, state of facts, circumstance, development, change, effect or occurrence that is materially adverse to the business, financial condition or results of operations of New Holdco and New Holdco’s subsidiaries taken as a whole or may reasonably be expected to prevent or materially delay or materially impair the ability of New Holdco or any of its subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.

(kk) The following definition of“New Holdco Organizational Documents”is added to Appendix A immediately following the definition of“New Holdco Common Stock”:

“New Holdco Organizational Documents”shall have the meaning set forth inSection 5.02(b).

(ll) The following definition of“New Holdco Shares”is added to Appendix A immediately following the definition of“New Holdco Organizational Documents”:

“New Holdco Shares”shall have the meaning set forth inSection 5.09.

(mm) The following definition of“New Holdco Subsidiaries”is added to Appendix A immediately following the definition of“New Holdco Shares”:

“New Holdco Subsidiaries”shall have the meaning set forth inSection 5.09.

(nn) The following definition of“New Holdco Subsidiaries Equity Interests”is added to Appendix A immediately following the definition of“New Holdco Shares”:

“New Holdco Subsidiaries Equity Interests”shall have the meaning set forth inSection 5.09.

(oo) The following definition of“New Holdco Subsidiaries Shares”is added to Appendix A immediately following the definition of“New Holdco Subsidiaries Equity Interests”:

“New Holdco Subsidiaries Shares”shall have the meaning set forth inSection 5.09.

(pp) The following definition of“Non-U.S. Person” is added to Appendix A immediately following the definition of“No-Shop Period Start Date” in Appendix A:

“Non-U.S. Person”means any Person who:

(i) is a natural person who either is not a citizen of the United States or is acting at the direction and behest of a foreign government, foreign entity or foreign individual as its agent for purposes of this transaction; or

(ii) is not a natural person and is:

(a) a partnership, limited liability company, corporation, joint-stock company or association controlled by persons not citizens of the United States or entities organized under the laws of a foreign country;

(b) a foreign government;

(c) a partnership, limited liability company, corporation, joint-stock company or association controlled directly or indirectly by one or more of the above,

(Any person or entity described in paragraphs 1 or 2 (a)-(c) above is referred to hereafter as an “Alien Entity.”)

(d) has direct or indirect ownership by Alien Entities that, in the aggregate, exceeds 25%,or

(e) has voting or other control rights exercised directly or indirectly by Alien Entities that, in the aggregate, exceed 25%.

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(qq) The following definition of��Option Cash Payment”shall replace the definition of“Option Cash Payment”in Appendix A:

“Option Cash Payment”shall have the meaning set forth inSection 3.03(a).

(rr) The following definition of“Proration Factor”is added to Appendix A immediately following the definition of“person”:

“Proration Factor”shall have the meaning set forth inSection 3.01(g)(ii).

(ss) The following definition of“Public Share”is added to Appendix A immediately following the definition of“Proxy Statement”:

“Public Share”shall mean each share of Company Common Stock outstanding immediately prior to the Effective Time other than a Dissenting Share, Rollover Share or share that is cancelled pursuant toSection 3.01(a).

(tt) The following definition of“Second Allocation”is added to Appendix A immediately following the definition of“SEC Filings”:

“Second Allocation”shall have the meaning set forth inSection 3.01(g)(iii).

(uu) The following definition of“Second Allocation Distributable Shares” is added to Appendix A immediately following the definition of“Second Allocation”:

“Second Allocation Distributable Shares”shall have the meaning set forth inSection 3.01(g)(iv).

(vv) The following definition of“Second Allocation Participant”is added to Appendix A immediately following the definition of“Second Allocation Distributable Shares”:

“Second Allocation Participant”shall have the meaning set forth inSection 3.01(g)(iii).

(ww) The following definition of“Second Allocation Shares”is added to Appendix A immediately following the definition of“Second Allocation Participant”:

“Second Allocation Shares”shall have the meaning set forth inSection 3.01(g)(iii).

(xx) The following definition of“Second Allocation Stock Election Shares” is added to Appendix A immediately following the definition of“Second Allocation Shares”:

“Second Allocation Stock Election Shares”shall have the meaning set forth inSection 3.01(g)(v).

(yy) The following definition of“Second Amendment Disclosure Letter”is added to Appendix A immediately following the definition of“Second Allocation Stock Election Shares”:

“Second Amendment Disclosure Letter”shall have the meaning set forth in the introductory paragraph of Article V.

(zz) The following definition of“Second Individual Cutback Shares”is added to Appendix A immediately following the definition of“Second Amendment Disclosure Letter”:

“Second Individual Cutback Shares”shall have the meaning set forth inSection 3.01(g)(v).

(aaa) The following definition of“Second Prorated Stock Election Shares” is added to Appendix A immediately following the definition of“Second Individual Cutback Shares”:

“Second Prorated Stock Election Shares”shall have the meaning set forth inSection 3.01(g)(iv).

(bbb) The following definition of“Shares”is added to Appendix A immediately following the definition of“Senior Executive”:

(ccc) The following definition of“Shares Representative”is added to Appendix A immediately following the definition of“Shares”:

“Shares Representative”shall have the meaning set forth inSection 3.01(c)(i).

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(ddd) The following definition of“Stock Consideration”is added to Appendix A immediately following the definition of“Short-Dated Notes”:

“Stock Consideration”shall have the meaning set forth inSection 3.01(b)(i).

(eee) The following definition of“Stock Election”is added to Appendix A immediately following the definition of“Stock Consideration”:

“Stock Election”shall have the meaning set forth inSection 3.01(c)(i).

(fff) The following definition of“Stock Election Share”is added to Appendix A immediately following the definition of“Stock Election”:

“Stock Election Share”shall have the meaning set forth inSection 3.01(c)(i).

(ggg) The following definition of“Total Option Cash Payment”shall replace the definition of“Total Option Cash Payment”in Appendix A:

“Total Option Cash Payment”shall have the meaning set forth inSection 3.03(a).

(hhh) The following definition of“U.S. Person”is added to Appendix A immediately following the definition of“Total Option Cash Payment”:

“U.S. Person”means any Person that is not anNon-U.S. Person.

ARTICLE III.

MISCELLANEOUS

Section 3.01. No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all of the terms and conditions and provisions thereof shall remain in full force and effect. This Second Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

Section 3.02. Effect of Amendment. This Second Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Second Amendment by the parties hereto, any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words or expressions of similar import shall be deemed a reference to the Agreement as amended hereby.

Section 3.03. Governing Law. This Second Amendment, and all claims or cause of action (whether in contract or tort) that may be based upon, arise out of or relate to this Second Amendment shall be governed by the internal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule.

Section 3.04. Counterparts. This Second Amendment may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and same agreement.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Mergerco, New Holdco the Parents, and the Company have caused this Second Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.


	By:	/s/ Scott M. Sperling

Name: Scott M. Sperling

Title: Co-President

NEW HOLDCO:

BT TRIPLE CROWN CAPITAL HOLDINGS, III, INC.


	By:	/s/ Scott M. Sperling

Name: Scott M. Sperling

Title: Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC


	By:	/s/ John Connaughton

Name: John Connaughton

Title: Managing Director

T TRIPLE CROWN FINCO, LLC


	By:	/s/ Scott M. Sperling

Name: Scott M. Sperling

Title: Co-President

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.


	By:	/s/ Mark P. Mays

Name: Mark P. Mays

Title: Chief Executive Officer

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SUMMARY OF CONTENTS OF

SECOND AMENDMENT DISCLOSURE LETTER

AMENDMENT NO. 2

dated as of

May 17, 2007

to the

AGREEMENT AND PLAN OF MERGER

dated as of

November 16, 2006

By and among

BT TRIPLE CROWN MERGER CO., INC.,
B TRIPLE CROWN FINCO, LLC,
T TRIPLE CROWN FINCO, LLC,

and

CLEAR CHANNEL COMMUNICATIONS, INC.

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The following is a summary of the disclosure schedules delivered by Mergerco in connection with Amendment No. 2 dated as of May 17, 2007 to the Agreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement. *

Section 3.08. Rollover by Shareholders.

Section 5.02. New Holdco Organizational Documents.

Attaching the certificate of incorporation and bylaws of New Holdco.

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

Section 5.09. Capitalization of Mergerco.

Disclosure of the entities who hold the authorized capital stock of Mergerco on the date of the Agreement.


*		Pursuant to Item 601(b)(2) ofRegulation S-K, the Registrant hereby agrees to furnish supplementally a copy of the Second Amendment Disclosure Letter to Amendment No. 2 to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

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ANNEX D

AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER

This Amendment No. 3 (the“Third Amendment”), dated as of May 13, 2008, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007 and on May 17, 2007 (as amended through May 17, 2007, the“May 2007 Agreement”, and as amended further by this Third Amendment, the“Agreement”), by and among BT Triple Crown Merger Co., Inc., a Delaware corporation(“Mergerco”),B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. a Delaware corporation(“New Holdco”)and Clear Channel Communications, Inc., a Texas corporation (the“Company”).

RECITALS

WHEREAS,Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respective board of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

WHEREAS, the parties hereto and certain other parties have entered into that certain Settlement Agreement pursuant to which the parties hereto have agreed to revise certain terms and conditions of the May 2007 Agreement;

WHEREAS, the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Third Amendment, refer to the Agreement, as amended by this Third Amendment. Each reference herein to “the date of this Third Amendment” shall refer to the date set forth above, and each reference to the “date of this Agreement” or similar references in the Agreement shall refer to November 16, 2006.

ARTICLE II.

AMENDMENT TO AGREEMENT

Section 2.01. Amendment to Second Whereas Clause. The second whereas clause shall be deleted in its entirety.

Section 2.02. Amendment to Section 2.02 of the Agreement. Section 2.02 of the Agreement shall be deleted and replaced in its entirety with the following:

“Section 2.02. Closing. Subject to the satisfaction or, if permissible, waiver of the conditions set forth inArticle VII hereof, the closing of the Merger (the“Closing”) will take place at 10:00 a.m., Eastern Time, on a date to be specified by the parties hereto, but no later than the fifth business day after the satisfaction or waiver of the conditions set forth inSection 7.01,Section 7.02 andSection 7.03 hereof (other than conditions

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that, by their own terms, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at Closing) at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036 or at such other time, date or place as is agreed to by the parties hereto after the date of the Third Amendment (such date being the“Closing Date”).”

Section 2.03. Amendment to Section 3.01(b) of the Agreement. Section 3.01(b) of the Agreement shall be amended by deleting paragraph (i) thereof in its entirety and replacing it with the following:

“(i) Except as otherwise provided in this Agreement, each Public Share issued and outstanding immediately prior to the Effective Time shall, subject toSection 3.01(c) andSection 3.01(g), be cancelled and converted into the right to receive either (A) one validly issued, fully paid and non assessable share of the New Holdco Common Stock valued at $36.00 per share based on the cash purchase price to be paid by investors that buy New Holdco Common Stock for cash in connection with the Closing plus the Additional Per Share Consideration (if any) payable in cash (the consideration described in this clause (A), the“Stock Consideration”)or (B) $36.00 payable in cash without interest, plus the Additional Per Share Consideration (if any) payable in cash;provided, however, that at the election of New Holdco, the amount payable in cash may be reduced by an amount equal to the Additional Equity Consideration which will be paid in the form of a fraction of a share of New Holdco Common Stock valued at $36.00 per share of New Holdco Common Stock, and the balance of the amount described in this clause (B) shall be paid in cash without interest (the Additional Equity Consideration and the cash consideration described in this clause (B), collectively, the“Cash Consideration”). The Stock Consideration or Cash Consideration, as applicable shall be referred to herein as the“Merger Consideration”, which when used herein shall be deemed to include cash in lieu of the fractional shares of New Holdco Common Stock pursuant toSection 3.01(j). For purposes of this Section 3.01(b), the following terms shall have the following meanings:

“Additional Equity Consideration” shall mean an amount equal to the lesser of (1) $1.00 or (2) a fraction equal to (A) the positive difference between (i) the aggregate amount of funds that New Holdco determines are needed for the Merger, Merger-related expenses, and the Company’s cash requirements and (ii) the sources of funds available to Mergerco from borrowings, equity contributions, Stock Consideration and the Company’s available cash,divided by (B) the total number of Public Shares that will receive the Cash Consideration.

Section 2.04. Amendment to Section 3.01(c)(i) of the Agreement. Section 3.01(c)(i) of the Agreement shall be amended by deleting from the second parenthetical “(other than an Affiliated Holder.”

Section 2.05. Amendment to Section 3.01(c)(ii) of the Agreement. Section 3.01(c)(ii) of the Agreement shall be amended by deleting the parenthetical “(other than an Affiliated Holder).”

Section 2.06. Amendment to Section 3.01(d) of the Agreement. Section 3.01(d) of the Agreement is amended and restated as follows:

“Mailing of Form of Election; Election Deadline, Shareholder Notification. Mergerco and New Holdco shall prepare and direct the Paying Agent to mail a Form of Election, which form shall (i) include a Letter of Transmittal and (ii) be subject to the reasonable approval of the Company, with the Proxy Statement/Prospectus to the record holders of Public Share(s) and Company Options as of the record date for the Shareholders’ Meeting (the“Election Form Record Date”) (by posting the Form of Election and related materials on the Company’s website or otherwise). To be effective, a Form of Election must be properly completed and signed by a record owner of Public Shares or Company Options, as the case may be and received by the Paying Agent at its designated office, by 5:00 p.m. New York City time on the fifth business day immediately preceding the Shareholders’ Meeting (the“Election Deadline”). Any Form of Election pursuant to which a record owner of Public Shares or Company Options elects for the Stock Consideration, such Form of Election must be accompanied by (i) for Public Shares held as physical certificates and for Company Options, the certificates for such Public Shares or Company Options, as applicable, a Letter of Transmittal properly completed and duly exercised, any required signature guarantees and any other required documents, and (ii) for Book Entry Shares either a Letter of Transmittal, properly completed and duly executed and any required signature guarantees, or a message, transmitted by the official book-entry transfer facility to,

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and received by, by the depositary, which states that the book-entry transfer facility has received an express acknowledgement from the holder tendering the Public Share that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Parents may enforce such agreement against the holder, or (iii) for Certificates or Book Entry Shares, such form of “guaranteed delivery” that is acceptable to the Paying Agent as described in the instructions to the Letter of Transmittal. The Paying Agent (or, in the case of Company Options, the Company) will hold the Final Stock Election Shares (as defined below), the Company Options delivered in accordance with thisSection 3.01(d) and the Letters of Transmittal relating thereto until the earlier of the termination of this Agreement or the Effective Time. Any Public Holder or holder of Company Options that does not deliver a properly completed Form of Election and Letter of Transmittal, if applicable, prior to the Election Deadline shall be deemed to have elected to (i) receive the Cash Consideration for each Final Stock Election Shares that is not so deliveredand/or (ii) have each Company Option that is not so delivered treated in accordance withSection 3.03(a)(i) and (iii) the Stock Election or portion of a Stock Election relating to such Final Stock Election shall be rejected. In the event that a Stock Election or portion of a Stock Election is rejected pursuant to the preceding sentence, then such Stock Election or portion of a Stock Election shall be deemed of no force and effect and the record holder making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such rejected Stock Election or such rejected portion of a rejected Stock Election and (ii) shall be deemed not to have made a Stock Election for such Net Electing Option Share that is subject to such rejected Stock Election and such rejected portion of a rejected Stock Election (such that the Company Option(s) related to such share shall be treated in accordance withSection 3.03(a)(i)).”

Section 2.07. Amendment to Section 3.01(g) of the Agreement.

(a) Section 3.01(g) of the Agreement shall be amended by deleting the first sentence thereof and replacing it with the following:

“Notwithstanding anything in this Agreement to the contrary, the maximum aggregate number of Public Shares and Net Electing Option Shares to be converted into the right to receive New Holdco Common Stock at the Effective Time pursuant to Stock Elections shall not be more than the Maximum Stock Election Number. For purposes of this Agreement, the“Maximum Stock Election Number”shall be 30% of the total number of New Holdco Shares outstanding as of the Closing Date (for the avoidance of doubt, all shares of New Holdco Common Stock issued in respect to shares of Company Common Stock pursuant to Stock Elections and all shares of New Holdco Common Stock issued in respect of Rollover Shares and the other transactions contemplated by this Agreement shall be deemed outstanding as of the Closing Date). The parties will instruct the Paying Agent to use reasonable efforts to ensure that no holder of Public Sharesand/or Net Electing Option Shares will receive more than 11,111,112 shares of New Holdco Common Stock (the“Individual Cap”) pursuant to one or more Form(s) of Election. The Stock Election Shares shall be converted into the right to receive New Holdco Common Stock or to receive Cash Consideration, each in accordance with the terms ofSection 3.01(b), in the following manner:”

(b) Section 3.01(g) of the Agreement shall be amended by adding the following new subsections (ii) (D) and (ii)(E) thereto:

‘‘(D) Notwithstanding the foregoing, (i) as long as Shareholder A has made a Stock Election in accordance with the terms set forth in Section 3.01(c) with respect to Stock Election Shares that is equal to or is greater than the Individual Cap, the number of Shareholder A’s First Allocation Distributable Shares shall be equal to the Sponsor Investment Factortimes11,111,112 shares (but not less than 6,805,855 nor more than the Individual Cap) and (ii) as long as Shareholder B has made a Stock Election in accordance with the terms set forth in Section 3.01(c) with respect to Stock Election Shares that is equal to or is greater than 2,777,778, the number of Shareholder B’s First Allocation Distributable Shares shall be equal to the Sponsor Investment Factortimes2,777,778 shares (but not less than 1,666,667 nor more than the Individual Cap).

(E) Unless a beneficial holder of Public Shares (i) submits a request in writing to the Paying Agent prior to the Election Deadline to have the Individual Cap apply with respect to the Public Shares beneficially owned by such holder and (ii) provides information necessary to verify such beneficial holder, including without limitation the name of the holder(s) of record of such Public Shares, the account number and any other

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information reasonably requested by the Paying Agent, the Individual Cap shall apply (x) in the case of Public Shares held as physical certificates, with respect to each holder of record of such Public Shares and (y) in the case of Book Entry Shares, with respect to each account in which such Public Shares are held on the books of a brokerage firm or other similar institutions that hold Public Shares on behalf of beneficial holders.”

Section 2.08. Amendment to Section 3.01(j) of the Agreement. Section 3.01(j) of the Agreement is amended and restated as follows:

‘‘(j) No Fractional Shares. Notwithstanding any other provision in this Agreement, no fractional shares of New Holdco Common Stock shall be issued in the Merger to any holder of Public Shares, Company Options or Rollover Shares as Merger Consideration or to any holder of Public Shares, Company Options or Rollover Shares pursuant to any exchange involving Rollover Shares. Each holder of Public Shares, Company Options or Rollover Shares, as applicable, who otherwise would have been entitled to a fraction of a share of New Holdco Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by $36.00. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of New Holdco Common Stock.”

Section 2.09. Amendment to Section 3.01 of the Agreement. Section 3.01 of the Agreement is amended by adding the following new subsection (l) at the end thereto:

‘‘(l)Cancellation of Prior Stock Elections and Return of Stock Certificates. All Stock Elections made prior to the Third Amendment Date shall be deemed voided and cancelled and all Letters of Transmittal that were delivered prior to the Third Amendment Date shall be deemed cancelled and no longer have any effect without any additional actions needed by the parties hereto or any holder(s) of Public Shares or Company Options. As soon as practicable following the Third Amendment Date, New Holdco and Mergerco shall instruct the Paying Agent to deliver to the holders of record thereof all physical stock certificates of Public Shares and Letters of Transmittal with respect to Book Entry Shares received by the Paying Agent prior to the Third Amendment Date.”

Section 2.10. Amendment to Section 4.12 of the Agreement. Section 4.12 of the Agreement shall be amended by adding the following new sentence at the end thereof:

“For the avoidance of doubt, each reference to theForm S-4 shall mean collectively, the registration statement onForm S-4 that was filed with the SEC by New Holdco on May 30, 2007, as amended or supplemented (the“May 2007Form S-4”), and any post-effective amendment to the May 2007Form S-4 or new registration statement onForm S-4 filed by New Holdco following the Third Amendment Date, as amended or supplemented.”

Section 2.11. Amendment to Section 4.16 of the Agreement. Section 4.16 of the Agreement shall be deleted in its entirety.

Section 2.12. Additional Representations and Warranties of the Company. The Company hereby represents and warrants to Mergerco, New Holdco and the Parents as follows:

(a) Authority Relative to Third Amendment. The Company has all necessary corporate power and authority to execute and deliver this Third Amendment, to perform its obligations hereunder. The execution and delivery of this Third Amendment by the Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Third Amendment. This Third Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Mergerco, New Holdco and the Parents, this Third Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles).

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acknowledged and agreed that the Board of Directors does not, and will not, make any recommendation to the Company’s stockholders with respect to the Stock Election or the Stock Consideration).

(c) Opinion of Financial Advisor. The Board of Directors of the Company has received an opinion of Goldman, Sachs & Co. to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the consideration of $36.00 in cash per share as provided inSection 3.01(b) of the Agreement, after giving effect to this Third Amendment, payable to holders of Public Shares (other than Public Shares held by affiliates of the Company), is fair from a financial point of view to such holders. The Company shall deliver an executed copy of the written opinion received from Goldman, Sachs & Co. to the Parents promptly upon receipt thereof.

Section 2.13. Amendment to Article V of the Agreement. Article V of the Agreement is amended by deleting from the lead-in paragraph thereto each reference to the “Second Amendment Disclosure Letter” and replacing them with “Third Amendment Disclosure Letter”.

Section 2.14. Amendment to Section 5.07 of the Agreement. Section 5.07 of the Agreement is amended and restated in its entirety to read as follows:

(a) “Section 5.07 Available Funds.Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of executed loan agreements from the parties listed inSection 5.07(a) (as the same may be amended, modified, supplemented, restated, superseded and replaced in accordance withSection 6.13(a), collectively, the“Financing Agreements”), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have agreed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the“Debt Financing”).Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of executed commitment letters (collectively, the“Equity Commitment Letters”and together with the Financing Agreements, the“Financing Commitments”) pursuant to which the investors listed inSection 5.07(a) of the Third Amendment Disclosure Letter (the“Investors”) have committed to invest the cash amounts set forth therein subject to the terms therein (the“Equity Financing”and together with the Debt Financing, the“Financing”). Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of the executed Escrow Agreement executed by the Parents, New Holdco, Mergerco, the Company, the Banks and the certain other parties party thereto.

(b) As of the Third Amendment Date, the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect. As of the Third Amendment Date, each of the Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable, and to the Parents’ and Mergerco’s knowledge, the other parties thereto. Except as set forth in the Financing Commitments, there are no (i) conditions precedent to the respective obligations of the Investors to fund the full amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Financing Agreements to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, side letters or arrangements relating to the Financing Commitments to which either Parent, New Holdco, Mergerco or any of their respective affiliates is a party that would permit the lenders specified in the Financing Agreements or the Investors providing the Equity Commitment Letters to reduce the total amount of the Financing (other than retranching, reallocating or replacing the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of the Third Amendment Date, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Parents, New Holdco or Mergerco under any term or condition of the Financing Commitments, and (B) subject to the accuracy of the representations and warranties of the Company set forth in Article II hereof, and the satisfaction of the conditions set forth inSection 7.01 andSection 7.02 hereof, the Parents, New Holdco and Mergerco have no reason to believe that Mergerco or New Holdco will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Each of the Parents, New Holdco and Mergerco have fully paid any and all commitment fees or other fees required by

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the Financing Commitments to be paid by it on or before the Third Amendment Date. Subject to the terms and conditions of this Agreement and as of the Third Amendment Date, assuming the funding of the Financing in accordance with the terms and conditions of the Financing Agreements, the aggregate proceeds from the Financing, together with the aggregate value of the New Holdco Common Stock to be issued pursuant to Article III, in each case valued at $36 per share, plus the total cash on hand of the Company as of the Closing Date, constitute all of the financing required to be provided by Mergerco and New Holdco for the consummation of the transactions contemplated hereby, and are sufficient for the satisfaction of all of the Parents’, New Holdco’s and Mergerco’s obligations under this Agreement, including the payment of the Aggregate Merger Consideration and the payment of all associated costs and expenses (including any refinancing of indebtedness of Mergerco or the Company required in connection therewith).

From and after the Third Amendment Date, Mergerco, New Holdco, the Parents, any Investor and their respective affiliates shall not enter into any discussions, negotiations, arrangements, understanding or agreements with respect to the Equity Financing with those persons identified onSection 5.07(c) of the Company Disclosure Schedule.

Section 2.15. Additional Representations and Warranties of Parents, Mergerco and New Holdco. The Parents, Mergerco and New Holdco hereby jointly and severally represent and warrant to the Company as follows:

(a) Authority Relative to Third Amendment. The Parents, Mergerco and New Holdco have all necessary power and authority to execute and deliver this Third Amendment, the Escrow Agreement and the Financing Agreements, as applicable, to perform their respective obligations hereunder and thereunder, as applicable. The execution and delivery of this Third Amendment, the Escrow Agreement and the Financing Agreements by the Parents, Mergerco and New Holdco have been duly and validly authorized by all necessary limited liability company action on the part of the Parents and all corporate action of Mergerco and New Holdco, and no other corporate proceedings on the part of the Parents, Mergerco or New Holdco are necessary to authorize the execution and delivery of this Third Amendment. The Third Amendment, the Escrow Agreement and the Financing Agreements have been duly and validly executed and delivered by the Parents, Mergerco and New Holdco, as applicable, and, assuming the due authorization, execution and delivery by the Company, as applicable, the Third Amendment, the Escrow Agreement and the Financing Agreements constitutes a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable, enforceable against the Parents, Mergerco and New Holdco in accordance with their terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Section 2.16. Amendment to Section 5.08 of the Agreement. Section 5.08 of the Agreement is amended and restated in its entirety as follows:

“Section 5.08 Limited Guarantee. Concurrently with the execution of the Third Amendment, the Parents have delivered to the Company the Limited Guarantee of each of the Investors, dated as of the date hereof, with respect to certain matters on the terms specified therein.”

Section 2.17. Amendment to Section 6.01 of the Agreement.

(a) Section 6.01 of the Agreement shall be amended by deleting the last sentence of the first paragraph thereof and replacing it with the following:

“Furthermore, the Company agrees with the Parents, New Holdco and Mergerco that, except as set forth in Section 6.01 of the Company Disclosure Schedule, the Third Amendment Company Letter or as may be consented to in writing by the Parents (which consent, with respect to the matters set forth in 6.01(i), 6.01(m) and 6.01(p) of the Third Amendment Company Letter shall not be unreasonably withheld or delayed), the Company shall not and shall not permit any subsidiary to:”

(b) Section 6.01(b) of the Agreement shall be amended by adding (i) the following clause at the beginning of the first sentence “Except as listed inSection 6.01(b) of the Third Amendment Company Letter, and” and (ii) the following clause at the end of the last sentence “; and (iv) Clear Media Limited, a publicly traded subsidiary of Clear Channel Outdoor Holdings, Inc., and its subsidiaries shall not be subject to the provisions of thisSection 6.01(b).”

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(c) Section 6.01(c) shall be amended by deleting the phrase “$150,000,000 in the aggregate” and replacing it with the phrase “$150,000,000 in the aggregate for the period from November 17, 2006 through the Third Amendment Date $100,000,000 in the aggregate for the period following the Third Amendment Date.”

(d) Section 6.01(e) shall be amended and restated in its entirety as follows:

“(e) other than with respect to the payment prior to May 11, 2008 by the Company of a regular quarterly dividend, as and when normally paid, not to exceed $0.1875 per share, declare, set aside for payment or pay any dividend payable in cash, property or stock on, or make any other distribution in respect of, any shares of its capital stock or otherwise make any payments to its shareholders in their capacity as such (other than dividends by a direct or indirect majority-owned subsidiary of the Company to its parent);”

(e) Section 6.01(f) shall be amended by deleting clauses (i) and (iii) thereof in their entirety and replacing such clauses with each of the following:

“(i) incurred under the Company’s or a subsidiary’s existing credit facilities or incurred to replace, renew, extend, refinance or refund any existing indebtedness in the ordinary course of business consistent with past practice, not in excess of the existing credit limits;” and

“(iii) prior to the Third Amendment Date, as otherwise required in the ordinary course of business consistent with past practice;”

(f) Section 6.01(f) shall be further amended by adding the following clause at the end of the last sentence “; provided,however, that Clear Media Limited, a publicly traded subsidiary of Clear Channel Outdoor Holdings, Inc., and its subsidiaries shall not be subject to the provisions of thisSection 6.01(f).”

(g) Section 6.01(j) of the agreement is hereby amended by adding the following immediately after clause (viii) thereof:

“; provided, that, notwithstanding the foregoing, unless otherwise agreed in writing by the Parents, Mergerco and the Company, the Company shall calculate the amount of estimated Taxes that are owed by the Company during the period commencing on July 1, 2008 and ending on September 30, 2008 based on the assumption that the Closing will occur on or before September 30, 2008;”

(h) Section 6.01(l) of the Agreement shall be amended by adding “and retention bonus arrangements in amounts not exceeding $1.5 million in the aggregate” at the end thereof.

(i) Section 6.01(m) of the Agreement shall be amended by deleting the words “$50,000,000 individually or $100,000,000 in the aggregate” and replacing it with the phrase “$70,000,000 individually or $200,000,000 in the aggregate.”

(j) Section 6.01(n) of the Agreement shall be amended by deleting the reference to “$25,000,000” and replacing it with $50,000,000”.

Section 2.18. Amendment to Section 6.03 of the Agreement.

(a) The following sentence shall be added as the third sentence toSection 6.03(a):

“As soon as reasonably practicable following the Third Amendment Date, the Parents and the Company shall prepare and shall cause to be filed (by no later than May 30, 2008) with the SEC theForm S-4, including the Proxy Statement.”

(b) The following sentence shall be added at the end ofSection 6.03(c):

“The Company and the Parents shall use their best efforts to have theForm S-4 declared effective by the SEC under the Securities Act as promptly as practicable after the date of the Third Amendment. The Company and the Parents shall use their best efforts to respond to any comments from the SEC within seven calendars days of receipt thereof.”

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(c) Section 6.03(e) of the agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

“As soon as reasonably practicable after the Third Amendment Date, the Company and New Holdco shall prepare and shall cause to be filed (by no later than May 30, 2008) with the SEC aForm S-4 and proxy supplement in accordance with the provisions ofSection 6.03(a) relating to the meeting of the Company’s shareholders to be held to consider the adoption and approval of this Agreement and the Merger.”

Section 2.19. Amendments to Section 6.04 of the Agreement. Section 6.04 of the Agreement is amended by adding the following at the end thereof:

“Subject to any actions taken by the SEC, as contemplated by Section6.03(f)above, the Shareholders’ Meeting referred to in thisSection 6.04 shall be postponed, convened and held as set forth inSection 6.03(f) above. For the avoidance of doubt, each reference to the “Shareholders’ Meeting” shall mean collectively the meeting of the shareholders that took place on September 25, 2007 and any meeting of the shareholders held following the Third Amendment Date in accordance with this Section 6.04.”

Section 2.20. Amendment to Section 6.13 of the Agreement.Section 6.13 of the Agreement is deleted and hereby replaced in its entirety with the following:

“Section 6.13 Financing.

(a) Mergerco and the Parents shall use their reasonable best efforts to enforce their rights under the Financing Agreements, including, but not limited to, bring action for specific performance or as provided in the Settlement Agreement. In furtherance of the provisions of thisSection 6.13(a), one or more Financing Agreements may be amended, restated, supplemented or otherwise modified, superseded or replaced to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Financing Agreements as of the Third Amendment Date, to increase the amount of indebtedness or otherwise replace one or more facilities with one or more new facilities or financings or modify one or more facilities to replace or otherwise modify the Financing Agreements, or otherwise in a manner not less beneficial in the aggregate to Mergerco, New Holdco and the Parents (as determined in the reasonable judgment of the Parents) (the“New Debt Financing Agreements”), provided that the New Debt Financing Agreements shall not (i) adversely amend the conditions to the Debt Financing set forth in the Financing Agreements, in any material respect, (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable in any material respect to Mergerco and New Holdco than the terms set forth in the Equity Commitment Letters or one or more new debt facilities pursuant to the new debt facilities pursuant to the New Debt Financing Agreements), or (iv) be executed and be effective unless and until such new lender or supplier of equity fully funds such amounts with the Escrow Agent under the Escrow Agreement for release concurrent with the other Escrowed Funds as provided for therein. Upon and from and after each such event, the term“Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Financing Agreements that are not so superseded or replaced at the time in question and the New Debt Financing Commitments Agreements to the extent then in effect. The Parents shall (x) give the Company prompt notice of any material breach by any party of any of the Financing Agreements, any New Debt Financing Agreement or the Financing Arrangements of which the Parents become aware or any termination thereof, and (z) otherwise keep the Company reasonably informed of the status of the Parents’ efforts to arrange the Financing (or any replacement thereof).

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Company or Outdoor Holdings to carry out their duties to the Company and to Outdoor Holdings, respectively). Such cooperation by the Company shall include, at the reasonable request of Mergerco or the Parents, (i) agreeing to enter into such agreements, and to execute and deliver such officer’s certificates (which in the good faith determination of the person executing the same shall be accurate), including certificates of the chief financial officer of the Company or any subsidiary with respect to solvency matters and as are customary in financings of such type, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company’s assets pursuant to such agreements, provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time; (ii) preparing business projections, financial statements, pro forma statements and other financial data and pertinent information of the type required byRegulation S-X andRegulation S-K under the Securities Act and of the type and form customarily included in private placements resold under Rule 144A of the Securities Act to consummate any offering or issuance of any High Yield Financing or any alternative debt securities therefor, all as may be reasonably requested by Mergerco or the Parents (the“Required Financial Information”), which Required Financial Information shall be Compliant (including, for the avoidance of doubt, any updates, supplements and replacements thereto appropriate for the time during the Company’s fiscal year the Debt Financing is expected to be consummated); (iii) making the Company’s Representatives available to assist in the Financing, including participation in a reasonable number of meetings, presentations (including management presentations), road shows, drafting sessions, due diligence sessions and sessions with rating agencies, including one or more meetings with prospective lenders, and assistance with the preparation of materials for rating agency presentations, offering documents and similar documents required in connection with the Financing; (iv) reasonably cooperating with the marketing efforts of the Financing; (v) ensuring that any syndication efforts benefit from the existing lending and investment banking relationships of the Company and its subsidiaries (vi) using reasonable best efforts to obtain customary accountants’ comfort letters, consents, legal opinions, survey and title insurance as requested by Mergerco or the Parents along with such assistance and cooperation from such independent accountants and other professional advisors as reasonably requested by Mergerco or the Parents; (vii) taking all actions reasonably necessary to permit the prospective lenders involved in the Financing to (A) evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any of its subsidiaries, thereunder shall be effective until the Effective Time; and (viii) otherwise reasonably cooperating in connection with the consummation of the Financing and the syndication and marketing thereof, including obtaining any rating agencies’ confirmations or approvals for the Financing. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Financing. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) prior to the Effective Time. The Parents shall, promptly upon request by the Company following the valid termination of this Agreement (other than in accordance withSection 8.01(i), reimburse the Company for all reasonable and documentedout-of-pocket costs incurred by the Company or any of its subsidiaries in connection with such cooperation. The Parents shall indemnify and hold harmless the Company and its subsidiaries for and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its subsidiaries). As used in thisSection 6.13(b), “~~Compliant~~“Compliant”” means, with respect to any Required Financial Information, that such Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact regarding the Company and it subsidiaries necessary in order to make such

~~C-27~~

Required Financial Information not misleading and is ~~and remains throughout the Marketing Period,~~ compliant in all material respects with all applicable requirements ofRegulation S-K andRegulation S-X and a registration statement onForm S-1 (or any applicable successor form) under the Securities Act, in each case assuming such Required Financial Information is intended to be the information to be used in connection with the Debt Financing (including the High Yield Financing) contemplated by the ~~Debt Commitment Letters.~~Financing Agreements.”

~~SECTION 2.37. Addition of~~

Section ~~6.18.~~~~The following shall be added as~~2.21. Amendment to Section ~~6.18~~6.14 of the ~~Agreement:~~

“~~Section 6.18~~~~Tax Free Qualification for Stock Election~~.Parents and Company shall not, and shall not permit any of their Subsidiaries to, take or cause to be taken any action, other than any actions expressly contemplated by this Agreement or the Equity Commitment Letters, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent the exchange of shares of Company Common Stock for New Holdco Common Stock pursuant to the Merger and a Stock Election (other than Net Electing Option Shares), taken together with the exchangeAgreement. For purposes of the ~~Rollover Shares and~~Agreement, the ~~Equity Financing, from qualifying as an exchange described in Section 351 of the Code.”~~

~~SECTION 2.38. Addition of Section 6.19.~~~~The following shall be added as Section 6.19 of the Agreement:~~

“~~Section 6.19~~~~Fees~~.The transaction fees payable to Parents or their Affiliates at or prior to the Closing will not exceed $87.5 million. Following the Closing, unless otherwise unanimously approved by the Independent Directors, the Company will not pay management, transaction, monitoring or any other fees to the Parents or their Affiliates except pursuant to an arrangement or structure whereby public shareholders of New Holdco are made whole for the portion of such fees paid by the Company that would otherwise be proportionate to their share holdings.”

~~SECTION 2.39. Addition of Section 6.20.~~~~The following shall be added as Section 6.20 of the Agreement:~~

“~~Section 6.20~~~~Board of Directors~~.~~Immediately following the Closing, the board of directors~~obligations of the Company ~~will include at least two (2) Independent Director~~s.set forth in Section 6.14 of the Agreement in respect of Debt Tender Offers and the Debt

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Tender Offer Documents shall apply with respect to any requests made by the Parents pursuant to Section 6.14 of the Agreement following the Third Amendment Date.

~~SECTION 2.40. Addition~~

Section 2.22. Amendment to Section 7.01 of the Agreement.

(a) Section ~~6.21.~~~~The following~~7.01 of the Agreement shall be ~~added~~amended by adding the following sentence as the first sentence to Section ~~6.21~~7.01:

“Each of the ~~Agreement:~~

~~“Section 6.21~~~~Registration~~.conditions to the obligations of the Parents, Mergerco and New Holdco ~~agrees that it will use reasonable efforts~~ to ~~maintain~~consummate the ~~registration~~Merger set forth in the Merger Agreement, as amended by the First Amendment and as amended by the Second Amendment have been satisfied.”

(b) Section 7.01(b) of the ~~New Holdco Common Stock under Section 12~~Agreement shall be amended by adding at the end thereof the following: “and such expiration or termination shall continue to be in effect as of the ~~Exchange Act for two years after~~Closing Date”.

(c) Section 7.01(d) of the ~~Effective Time except for any deregistration~~Agreement shall be amended by adding at the end thereof the following: “and not revoked and continue to be in ~~connection with any sale, recapitalization or similar extraordinary corporate transaction.~~effect as of the Closing Date”.

~~SECTION 2.41.~~

Section 2.23. Amendment to Section 7.02 of the Agreement.

(a) Section 7.02 of the Agreement is amended and restated in its entirety as follows:

“7.02 Conditions to the Obligations of the Parents and Mergerco. The ~~introductory sentence~~obligations of the Parents, New Holdco and Mergerco to consummate the Merger are subject to the satisfaction (or waiver in writing if permissible under applicable Law) on or prior to the Closing Date by the Parents of the following further conditions:

(a) after the Third Amendment Date, (i) the Company shall have performed or complied in all material respects with all agreements and covenants required by Sections 2.01, 2.03, 3.01, 6.01(b), 6.01(c), 6.01(e), 6.01(f), 6.01(g) and 6.01(n), and 6.01(t) (to the extent relating to any of the foregoing), of this Agreement to be performed or complied with by it on or prior to the Effective Time and (ii) no Material Adverse Effect on the Company shall have occurred as a result of the Company’s failure to perform or comply with any other agreement or covenant required by this Agreement to be performed or complied with by it on or prior to the Effective Time; and

(b) the Company shall have delivered to the Parents a certificate, dated the Effective Time and signed by its chief executive officer or another senior officer on behalf of the Company, certifying to the effect that the conditions set forth inSection ~~7.02~~7.02(a) have been satisfied.”

(b) Section 7.03 of the Agreement is amended and restated in its entirety as follows:

“7.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (or waiver in writing if permissible under applicable Law) by the Company of the following further conditions:

(a) after the Third Amendment Date, the Parents, New Holdco and Mergerco shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time; and

(b) the Parents, New Holdco and Mergerco shall have delivered to the Company a certificate, dated the Effective Time and signed by their respective chief executive officers or another senior officer on their behalf, certifying to the effect that the conditions set forth inSection 7.03(a)have been satisfied.”

Section 2.24. Amendment to Section 8.01 of the Agreement.

(a) Section 8.01(b) of the Agreement is amended and restated in its entirety as follows:

“(b) by either the Parents or the Company, if (i) the Effective Time shall not have occurred on or before 5:00 p.m., New York City Time, on December 31, 2008 (such date, as may be extended in accordance with this Section 8.01(b), being the“Termination Date”); and (ii) the party seeking to terminate this Agreement pursuant to thisSection 8.01(b) shall not have breached in any material respect its obligations under this

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Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date;provided, that, following the Shareholders’ Meeting held after the Third Amendment Date, if as of the Termination Date there is an on-going dispute among any of the parties to the Escrow Agreement with respect to the disbursement of the Escrow Fund (as defined in the Escrow Agreement) pursuant to the Escrow Agreement, the Parents or the Company may, by written notice to the other party, extend the Termination Date to any date that is no later than the fifth business day following the settlement of any dispute with respect to the disbursement of the Escrow Fund.”

(b) Section 8.01(e) of the Agreement is amended and restated in its entirety as follows:

“(e) by the Company if it is not in material breach of its obligations under this Agreement and if Mergerco, New Holdcoand/or the Parents shall have breached or failed to perform in any material respect any of their covenants or other agreements set forth in this Agreement, which breach or failure to perform by Mergerco, New Holdcoand/or the Parents (1) would result in a failure of a condition set forth inSection 7.01 orSection 7.03(a), and (2) cannot be cured on or before the Termination Date, provided that the Company shall have given the Parents written notice, delivered at least thirty (30) days prior to such termination, stating the Company’s intention to terminate this Agreement pursuant to thisSection 8.01(e) and the basis for such termination and Mergerco, New Holdcoand/or the Parents shall have failed to cure such breach or failure within such thirty (30) day period;”

(c) Section 8.01(f) of the Agreement is amended and restated as follows:

“(f) by the Company if the total amount of the Escrowed Funds is not deposited with the Escrow Agent or the Banks have not paid any amount owing to the Company under Section 2 of the Settlement Agreement, in accordance with the terms of the Escrow Agreement and the Settlement Agreement, as applicable, by the end of the 10th business day (for purposes of this Section 8.01(f) only, “business day” shall have the meaning as defined in the Escrow Agreement) following the Third Amendment Date;”

(d) Section 8.01(g) of the Agreement is amended and restated in its entirety as follows:

“(g) by the Parents if they, New Holdco and Mergerco are not in material breach of their obligations under this Agreement and if the Company shall have breached or failed to perform in any material respect any of its covenants or other agreements set forth in this Agreement, which breach or failure to perform by the Company (1) would result in a failure of a condition set forth inSection 7.01 or Section 7.02(a), and (2) cannot be cured on or before the Termination Date, provided that the Parents shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating Parents’ intention to terminate this Agreement pursuant to this Section 8.01(g) and the basis for such termination and the Company shall have failed to cure such breach or failure within such thirty (30) day period;”

Section 2.25. Amendment to Section 8.02 of the Agreement.

(a) Section 8.02(a) of the Agreement is amended by adding ~~a reference to “, New Holdco” after~~immediately following the reference to ~~“Parents”~~$45,000,000 the following parenthetical: “(provided that notwithstanding anything to the contrary in this Agreement or otherwise, upon termination of this Agreement under the following circumstances, the Company will promptly pay to, or as directed by, Parents a set amount in respect of expenses of Mergerco and Parents (which amount will be in addition to any Company Termination Fee that may become payable as provided in this Agreement) as follows: (x) in the case of a termination by the Parents pursuant to Section 8.01(g) this amount shall be $150,000,000, (y) in the case of a termination by the Company pursuant to Section 8.01(h) or by or the Parents pursuant to Section 8.01(i), this amount shall be $100,000,000 or (z) or in the case of a termination by any party pursuant to Section 8.01(b) (other than in the event such termination pursuant to Section 8.01(b) is a result of a breach by MergerCo, New Holdco or the Parents that was not caused by a breach by the providers of the Debt Financing) this amount shall be $100,000,000)”.

(b) Section 8.02(b) of the Agreement is amended and restated in its entirety as follows:

“(b) If this Agreement is terminated pursuant to Section 8.01(b), Section 8.01(e), or Section 8.01(f), then

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~~SECTION 2.42. Amendment~~(i) in the case of a termination pursuant to Section 7.~~03(a)~~ of8.01(b), if at such time, the ~~Agreement~~.~~Section 7.03(a)~~ ~~of the Agreement~~Company is ~~amended by adding a reference to “, New Holdco” after the reference to “Parents”~~not in ~~the first sentence.~~

~~SECTION 2.43. Amendment to Section 7.~~~~03(b)~~ ~~of the Agreement~~.~~Section 7.03(b)~~ ~~of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Parents”.~~

~~SECTION 2.44. Amendment to Section 8.~~~~01(e)~~ ~~of the Agreement~~.~~Section 8.01(e)of the Agreement is amended by adding a reference to “, New Holdco” after each reference to “Mergerco”.~~

~~SECTION 2.45. Amendment to Section 8.~~~~01(f)~~ ~~of the Agreement~~.~~Section 8.01(f)of the Agreement is amended by adding a reference to “, New Holdco” after the reference to “Mergerco” in clause (ii).~~

~~SECTION 2.46. Amendment to Section 8.~~~~01(g)~~ ~~of the Agreement~~~~. The clause “by the Parents if they and Mergerco” inSection 8.01(g)~~ ~~of the Agreement is hereby deleted and replaced with the following: “by the Parents if they, New Holdco and Mergerco”.~~

~~SECTION 2.47. Amendment to Section 8.~~~~01(i)~~.~~Section 8.01(i)~~ ~~shall be amended by adding a reference to “and Form S-4” after the reference to “Proxy Statement”.~~

~~SECTION 2.48. Amendment to Section 8.~~~~02(a)~~ ~~of the Agreement~~.~~Section 8.02(a)~~ ~~is hereby amended by adding a reference to “, New Holdco” after each reference to “Mergerco” in the final paragraph ofSection 8.02(a)~~.

~~SECTION 2.49. Amendment to Section 8.~~~~02(b)(i)~~ ~~of the Agreement~~.~~Section 8.02(b)(i)~~ is hereby amended by adding a reference to “, New Holdco” after the first and fifth reference to “Mergerco” and a reference to “, New Holdco’s” after the second and fourth reference to “Mergerco”.

~~SECTION 2.50. Amendment to Section 8.~~~~02(b)(ii)~~ ~~of the Agreement~~.~~Section 8.02(b)(ii)~~ ~~is hereby amended by adding a reference to “, New Holdco” after the first reference to “Mergerco”.~~

~~SECTION 2.51. Amendment to Section 8.~~~~02(b)~~ ~~of the Agreement~~~~. The final paragraph ofSection 8.02(b)~~ ~~is hereby amended by adding a reference to “, New Holdco” after each reference to “Mergerco” other than references to “Mergerco” in the defined term “Mergerco Termination Fee”.~~

~~SECTION 2.52. Amendment to Section 8.~~~~02(d)~~ ~~of the Agreement~~.~~Section 8.02(d)~~ ~~is hereby amended by adding a reference to “, New Holdco” after the first, second, fifth, seventh and eighth reference to “Mergerco”.~~

~~SECTION 2.53. Amendment to Section 8.04 of the Agreement~~.~~Section 8.04~~ ~~is hereby amended by adding a reference to “, New Holdco” after the reference to “Mergerco” in the third sentence.~~

~~C-29~~

~~SECTION 2.54. Amendment to Section 9.02 of the Agreement~~.~~Section 9.02~~ ~~is hereby amended by replacing “if to the Parents or Mergerco:” with the following: “if to the Parents, Mergerco or New Holdco”.~~

~~SECTION 2.55. Amendment to Section 9.05 of the Agreement~~.~~Section 9.05~~ ~~is hereby deleted and replaced in its entirety with the following:~~

~~“Section 9.05 Assignment~~. Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto;~~provided~~,~~that~~ ~~(i) Mergerco may assign any of its rights and obligations to any direct or indirect wholly owned subsidiary of New Holdco, but no such assignment shall relieve Mergerco~~material breach of its obligations hereunder and ~~(ii)~~all conditions to Mergerco’s, New ~~Holdco may assign any of its rights~~Holdco’s and the Parents’ obligations to ~~any direct~~consummate the Merger shall have been satisfied, then Mergerco shall pay to the Company a fee of $500,000,000 (which is increased, once the total amount of the Escrowed Funds is deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement, to $600,000,000) in cash; or ~~indirect wholly owned subsidiary~~

(ii) in the case of ~~New Holdco, but no~~a termination pursuant to Section 8.01(e), if at such ~~assignment shall relieve New Holdco~~time, the Company is not in material breach of its obligations ~~hereunder. Further,~~hereunder and all conditions to Mergerco’s, New Holdco’s and the Parents’ obligations to consummate the Merger shall have been satisfied, then Mergerco shall pay to the Company ~~acknowledges~~a fee of $150,000,000 (which, if such termination is due to a willful and ~~agrees~~material breach by Mergerco, New Holdcoand/or the Parents, such fee shall be increased to $500,000,000, and shall then be further increased once the total amount of the Escrowed Funds is deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement, to $600,000,000) in cash; or

(iii) in the case of a termination pursuant to Section 8.01(f) then Mergerco shall pay to the Company a fee of $500,000,000 in cash,

(such payment, as applicable, the“Mergerco Termination Fee”), such payment to be made within two (2) business days after the termination of this Agreement, and in either such case, neither Mergerco, New Holdco nor the Parents shall have no further liability with respect to this Agreement or the transactions contemplated hereby to the Company; it being understood that in no event shall Mergerco, ~~may (i) elect to transfer its equity interests to any of its respective affiliates or direct or indirect wholly owned subsidiaries;providedthat~~ ~~each of such direct or indirect subsidiaries will be wholly owned by~~ New Holdco or subsidiaries of New Holdco, (ii) reincorporate in Texas or (iii) merge with or convert into a Texas corporation created solely for the purpose of the Merger, and any such transfer, reincorporation, merger or conversion shall not result in a breach of any representation, warranty or covenant of Mergerco, New Holdco and/or the Parents ~~herein. Subject~~be required to pay fees or damages payable pursuant to this Section 8.02(b) on more than one occasion.”

Section 2.26. Amendment to Appendix A to the ~~preceding sentence, this~~ Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.”.

(a) The defined term~~SECTION 2.56. Amendment to Section 9.~~“Marketing Period” is hereby deleted from Appendix A.

(b) The defined term~~08(a)(i)~~“Additional Consideration Date” ~~of the Agreement~~.~~Section 9.08(a)(i)~~ is hereby amended ~~by replacing the clause “the maximum aggregate liability of Mergerco” with the following: “the maximum aggregate liability of Mergerco and New Holdco”. Amendment toSection 9.08(a)(iv)~~ ~~of the Agreement.Section 9.08(a)(iv)~~ ~~is hereby amended by adding a reference~~ to ~~“, New Holdco” after “Mergerco” in clause (iv).~~mean November 1, 2008.

~~SECTION 2.57. Amendment to Section 9.~~~~08(b)~~~~, (c) and (d) of the Agreement~~.~~Section 9.08(b)~~,~~Section 9.08(c)~~ ~~andSection 9.08(d)~~ ~~are hereby amended by adding a reference to “, New Holdco” after each reference to “Mergerco”.~~

~~SECTION 2.58. Amendment to Appendix A~~.

~~(a) The definition of “~~~~Additional Per Share Consideration~~~~” is amended by deleting “$39.00” and replacing such amount with “$39.20.”~~

~~(b)~~(c) The following ~~definition of~~“~~Affiliated Holder~~”isnew definitions are added to Appendix A ~~immediately following~~in the ~~definition of~~“~~affiliate~~”:correct alphabetical order:

(i) “Additional Equity Consideration” shall have the meaning set forth inSection 3.02(b).

(ii) ~~Affiliated Holder~~“Banks””shall mean ~~each Person listed~~the persons set forth onSchedule ~~1 hereto, each of such Person’s heirs and successors, and any person~~I to ~~whom such Person assigns shares where such transferee agrees to bound by~~ the ~~letter agreement entered into by such holder pursuant toSection 3.01(b)(ii)~~ ~~hereof.~~Third Amendment Disclosure Letter.

~~C-30~~

~~(c) The following definition of~~“~~Alien Entity~~”~~shall be added to Appendix A immediately following the definition of~~“~~Agreement~~”:

(iii) “~~Alien Entity~~Escrow Agent””shall have the meaning set forth in the ~~definition~~Escrow Agreement.

(iv) “Escrow Agreement” shall mean the Escrow Agreement, dated as of ~~Non-U.S. Person.~~the Third Amendment Date, among New Holdco, Mergerco, the Company, the Banks and the certain other parties party thereto.

~~(d) The following definition of~~

(v) “~~Book Entry Share~~Escrowed Amount””shall ~~replace~~mean, collectively, the ~~definition of Book Entry Share~~Bank Escrow Amount (as defined in ~~Appendix A:~~

“~~Book Entry Share~~”~~means a book-entry share which immediately prior to~~ the ~~Effective Time represented a share of Company Common Stock.~~

~~(e) The following definition of~~“~~Capped Holder~~”~~is added to Appendix A immediately following~~Escrow Agreement) and the ~~definition of~~“~~business day~~”:

“~~Capped Holder~~”~~shall have~~Buyer Escrow Amount (as defined in the ~~meaning set forth inSection 3.01(g)(iii)~~Escrow Agreement).

~~(f) The following definition of~~“~~Cash Consideration~~”~~is added to Appendix A immediately following the definition of~~“~~Capped Holder~~”:

(vi) “~~Cash Consideration~~Settlement Agreement””~~shall have the meaning set forth inSection 3.01(b)(i)~~.

~~(g) The following definition of~~“~~Cash Consideration Share~~”~~is added to Appendix A immediately following the definition of~~“~~Cash Consideration~~”:

“~~Cash Consideration Share~~”shall mean ~~each share~~the Settlement Agreement, dated as of the Third Amendment Date, among the Company, ~~Common Stock for which~~Mergerco, the Parents, ~~pay Cash Consideration pursuant toSection 3.01(b)~~New Holdco, the Banks, and~~Section 3.01(g)~~. the certain other parties party thereto.

~~(h) The following definition~~

(vii) “Shareholder A” shall mean collectively, Highfields Capital I LP, a Delaware limited partnership, Highfields Capital II LP, a Delaware limited partnership, Highfields Capital III LP, an exempted limited partnership organized under the laws of“~~Cash Election~~”~~is added to Appendix A immediately following~~ the ~~definition~~Cayman Islands, B.W.I., and Highfields Capital Management LP, a Delaware limited partnership, and any successor or affiliate of“~~Cash Consideration Share~~”:

“~~Cash Election~~”~~shall have~~ any of the ~~meaning set forth inSection 3.01(c)(i)~~.above.

~~(i) The following definition~~

(viii) “Shareholder B” shall mean collectively, Abrams Capital Partners I, LP, Abrams Capital Partners II. LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners,and any successor or affiliate of“~~Certificate~~”~~shall replace~~ any of the ~~definition of Certificate in Appendix A:~~

“~~Certificate~~”~~means a certificate which immediately prior to the Effective Time represented a share of Company Common Stock.~~above.

~~(j) The definition~~

(ix) “Sponsor Subscribers” shall mean the Investors, Clear Channel Capital IV, LLC, Clear Channel Capital V, LLC and any other affiliate of “~~Competing Proposal~~~~” is amended~~the Investors, or of either of them, that on or before the Closing Date acquires capital stock of New Holdco in connection with the transactions contemplated by ~~adding a reference to “, New Holdco” after the reference to Parents.~~

~~(k) The definition of “~~~~Contacted Parties Proposal~~~~” is amended by adding a reference to “, New Holdco” after the reference to Parents.~~

~~(l) The following definition of~~“~~Election Deadline~~”~~is added to Appendix A immediately following the definition of~~“~~Effective Time~~”:this Agreement.

~~C-31~~
D-12

(x) “~~Election Deadline~~Sponsor Investment Factor””~~shall have~~ means the ~~meaning set forth~~fraction, (x) the numerator of which is an amount, expressed in~~Section 3.01(d)~~ dollars, equal to the total equity investment in New Holdco made, directly or indirectly, by all Sponsor Subscribers on or before the Closing Date and (y) the denominator of which is $2,400,000,000.

~~(m) The following definition of~~“~~Election Form Record Date~~”~~is added to Appendix A immediately following the definition of “~~~~Election Deadline~~”:

“~~Election Form Record Date~~(xi) “Third Amendment Date””~~shall have the meaning set forth inSection 3.01(d)~~.

~~(n) The following definition of~~“~~Elections”~~~~is added to Appendix A immediately following the definition of~~“~~Election Form Record Date~~”:

“~~Elections~~”~~shall have the meaning set forth inSection 3.01(c)(i)~~.

~~(o) The definition of~~~~“Expenses”~~~~in Appendix A shall be amended by adding a reference to “and Form S-4” after the reference to “Proxy Statement”.~~

~~(p) The following definition of~~“~~Final Return Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Financing Commitments~~”:

“~~Final Return Shares~~”~~shall have the meaning set forth inSection 3.01(g)(vi)~~.

~~(q) The following definition of~~“~~Final Stock Election~~”~~is added to Appendix A immediately following the definition of~~“~~Final Return Shares~~”:

“~~Final Stock Election~~”~~shall have the meaning set forth inSection 3.01(g)(viii)~~.

~~(r) The following definition of~~“~~Final Stock Election Notice~~”~~is added to Appendix A immediately following the definition of~~“~~Final Stock Election”~~:

“~~Final Stock Election Notice~~”~~shall have the meaning set forth inSection 3.01(d)~~.

~~(s) The following definition of~~“~~Final Stock Election Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Final Stock Election Notice”~~:

“~~Final Stock Election Shares~~”~~shall have the meaning set forth inSection 3.01(g)(vi)~~.

~~(t) The following definition of~~“~~First Allocation Distributable Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Final Stock Election Shares~~”:

“~~First Allocation Distributable Shares~~”~~shall have the meaning set forth inSection 3.01(g)(ii)~~.

~~(u) The following definition of~~“~~First Allocation Stock Election Shares~~”~~is added to Appendix A immediately following the definition of~~“~~First Allocation Distributable Shares~~”:

~~C-32~~

“~~First Allocation Stock Election Shares~~”~~shall have the meaning set forth inSection 3.01(g)(iii)~~.

~~(v) The following definition of~~“~~First Individual Cutback Shares~~”~~is added to Appendix A immediately following the definition of~~“~~First Allocation Stock Election Shares~~”:

“~~First Individual Cutback Shares~~”~~shall have the meaning set forth inSection 3.01(g)(iii)~~.

~~(w) The following definition of~~“~~First Prorated Returned Shares~~”~~is added to Appendix A immediately following the definition of~~“~~First Individual Cutback Shares~~”:

“~~First Allocation Returned Shares~~”~~shall have the meaning set forth inSection 3.01(g)(ii)~~.

~~(x) The following definition of~~“~~Form of Election~~”~~is added to Appendix A immediately following the definition of~~“~~Foreign Antitrust Laws~~”:

“~~Form of Election~~”~~shall have the meaning set forth inSection 3.01(c)(i)~~.

~~(y) The following definition of~~“~~Form S-4~~”~~is added to Appendix A immediately following the definition of~~“~~Form of Election~~”:

“~~Form S-4~~”~~shall have the meaning set forth inSection 4.12~~.

~~(z) The following definition of~~“~~Gross Electing Option Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Governmental Authority~~”:

“~~Gross Electing Option Shares”~~~~shall have the meaning set forth inSection 3.01(c)(ii)~~.

~~(aa) The following definition of~~“~~Independent Directors~~”~~is added to Appendix A immediately following the definition of~~“~~Indenture~~”:

“~~Independent Directors”~~shall mean ~~members of~~May 13, 2008.

(xii) “Third Amendment Company Letter” shall mean the ~~board of directors of~~letter delivered by the Company ~~who are not representatives of~~to the Parents, ~~or their Affiliates or employees (including former employees) of the Company.~~

~~(bb) The following definition of~~“~~Individual Cap~~”~~is added to Appendix A immediately following the definition of~~“~~Independent Director~~”:

“~~Individual Cap~~”~~shall have the meaning set forth inSection 3.01(g)~~.

~~(cc) The following definition of~~“~~Irrevocable Option Election~~”~~is added to Appendix A immediately following the definition of~~“~~Individual Cap~~”:

“~~Irrevocable Option Election~~”~~shall have the meaning set forth inSection 3.01(c)(ii)~~.

~~C-33~~

~~(dd) The following definition of~~“~~Letter of Transmittal~~”~~is added to Appendix A immediately following the definition of~~“~~Law~~”:

“~~Letter of Transmittal~~”~~means a letter prepared by the Paying Agent, with reasonable approval of~~ New Holdco and Mergerco on the Third Amendment Date.

(xiii) “Third Amendment Disclosure Letter” shall mean the disclosure schedule which has been delivered by Parents to the Company ~~which~~on the Third Amendment Date.

(d) The following definitions are amended and replaced in their entirety and replaced with the new definitions as follows:

(i) “Additional Per Share Consideration” shall ~~among other things, (x) specify that delivery of Certificates~~mean, if the Effective Date shall occur after the Additional Consideration Date and ~~Book Entry Shares be effected, and risk of loss and title~~subject to the ~~Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery~~provisions of ~~the Certificates (or affidavits of loss in lieu thereof pursuant to~~Section ~~3.04~~ ~~hereof) or Book-Entry Shares~~3.01(b), an amount per share, rounded to the ~~Paying Agent and which shall be in~~nearest penny, equal to the ~~form and have such other provisions as New Holdco and~~sum of (x) the ~~Company may reasonably specify and (y) include instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which~~pro rata portion, based upon the number of days elapsed since the Additional Consideration Date, of $36.00 multiplied by four and one-half percent (41/2%) per annum, for the period from the Additional Consideration Date through December 1, 2008plus (y) if the Effective Time shall occur after December 1, 2008 the pro rata portion, based upon the number of days elapsed from December 1, 2008 through the Effective Date, of $36.00 multiplied by six percent (6%) per annum.

(ii) “Requisite Shareholder Approval” shall mean the affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock ~~previously represented by such Certificate or Book-Entry Shares shall be converted pursuant~~ to approve this Agreement ~~(which instructions shall provide that at the election of the surrendering holder, Certificates or Book-Entry Shares may be surrendered,~~ and the ~~Merger Consideration in exchange therefor collected, by hand delivery).~~

~~(ee) The following definition of~~“~~Maximum Stock Election Number~~”~~is added to Appendix A immediately~~transactions contemplated thereby obtained following the ~~definition of~~“~~LMA~~”:

“~~Maximum Stock Election Number~~”~~shall have the meaning set forth inSection 3.01(g)~~.Third Amendment Date.

~~(ff) The following definition of~~“~~Merger Consideration~~”~~shall replace the definition of~~“~~Merger Consideration~~”~~in Appendix A:~~

“~~Merger Consideration~~”~~shall have the meaning set forth inSection 3.01(b)(i)~~.

~~(gg) The following definition of~~“~~Net Electing Option Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Multiemployer Plan~~”:

“~~Net Electing Option Shares~~”~~shall have the meaning set forth inSection 3.01(c)(ii)~~.

~~(hh) The following definition of~~“~~New Holdco Common Stock~~”~~is added to Appendix A immediately following the definition of~~“~~New Debt Financing Commitments~~”:

“~~New Holdco Common Stock~~”~~shall mean the Class A Common Stock, par value $0.001 per share, of New Holdco.~~

~~(ii) The following definition of~~“~~New Holdco Equity Interests~~”~~is added to Appendix A immediately following the definition of~~“~~New Debt Financing Commitments~~”:

“~~New Holdco Equity Interests~~”~~shall have the meaning set forth inSection 5.09~~.

~~C-34~~

~~(jj) The following definition of~~“~~New Holdco Material Adverse Effect~~”~~shall replace the definition of~~“~~Mergerco Material Adverse Effect~~”~~in Appendix A and all references to “~~~~Mergerco Material Adverse Effect~~~~” shall be replaced with reference to “~~~~New Holdco Material Adverse Effect~~”:

“~~New Holdco Material Adverse Effect~~”shall mean any event, state of facts, circumstance, development, change, effect or occurrence that is materially adverse to the business, financial condition or results of operations of New Holdco and New Holdco’s subsidiaries taken as a whole or may reasonably be expected to prevent or materially delay or materially impair the ability of New Holdco or any of its subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.

~~(kk) The following definition of~~“~~New Holdco Organizational Documents~~”~~is added to Appendix A immediately following the definition of~~“~~New Holdco Common Stock~~”:

“~~New Holdco Organizational Documents~~”~~shall have the meaning set forth inSection 5.02(b)~~.

~~(ll) The following definition of~~“~~New Holdco Shares~~”~~is added to Appendix A immediately following the definition of~~“~~New Holdco Organizational Documents~~”:

“~~New Holdco Shares~~”~~shall have the meaning set forth inSection 5.09~~.

~~(mm) The following definition of~~“~~New Holdco Subsidiaries~~”~~is added to Appendix A immediately following the definition of~~“~~New Holdco Shares~~”:

“~~New Holdco Subsidiaries~~”~~shall have the meaning set forth inSection 5.09~~.

~~(nn) The following definition of~~“~~New Holdco Subsidiaries Equity Interests~~”~~is added to Appendix A immediately following the definition of~~“~~New Holdco Shares~~”:

“~~New Holdco Subsidiaries Equity Interests~~”~~shall have the meaning set forth inSection 5.09~~.

~~(oo) The following definition of~~“~~New Holdco Subsidiaries Shares~~”~~is added to Appendix A immediately following the definition of~~“~~New Holdco Subsidiaries Equity Interests~~”:

“~~New Holdco Subsidiaries Shares~~”~~shall have the meaning set forth inSection 5.09~~.

~~(pp) The following definition of “~~~~Non-U.S. Person~~~~” is added to Appendix A immediately following the definition of “~~~~No-Shop Period Start Date~~~~” in Appendix A:~~

“~~Non-U.S. Person~~”~~means any Person who:~~

~~C-35~~

~~(ii) is not a natural person and is:~~

~~(b) a foreign government;~~

~~(c) a partnership, limited liability company, corporation, joint-stock company or association controlled directly or indirectly by one or more of the above,~~

~~(Any person or entity described in paragraphs 1 or 2 (a)-(c) above is referred to hereafter as an “Alien Entity.”)~~

~~(d) has direct or indirect ownership by Alien Entities that, in the aggregate, exceeds 25%,~~or

~~(e) has voting or other control rights exercised directly or indirectly by Alien Entities that, in the aggregate, exceed 25%.~~

~~(qq) The following definition of~~“~~Option Cash Payment~~”~~shall replace the definition of~~“~~Option Cash Payment~~”~~in Appendix A:~~

“~~Option Cash Payment~~”~~shall have the meaning set forth inSection 3.03(a)~~.

~~(rr) The following definition of~~“~~Proration Factor~~”~~is added to Appendix A immediately following the definition of~~“~~person~~”:

“~~Proration Factor~~”~~shall have the meaning set forth inSection 3.01(g)(ii)~~.

~~(ss) The following definition of~~“~~Public Share~~”~~is added to Appendix A immediately following the definition of~~“~~Proxy Statement~~”:

“~~Public Share~~”~~shall mean each share of Company Common Stock outstanding immediately prior to the Effective Time other than a Dissenting Share, Rollover Share or share that is cancelled pursuant toSection 3.01(a)~~.

~~(tt) The following definition of~~“~~Second Allocation~~”~~is added to Appendix A immediately following the definition of~~“~~SEC Filings~~”:

“~~Second Allocation~~”~~shall have the meaning set forth inSection 3.01(g)(iii)~~.

~~C-36~~

~~(uu) The following definition of~~“~~Second Allocation Distributable Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Second Allocation~~”:

“~~Second Allocation Distributable Shares~~”~~shall have the meaning set forth inSection 3.01(g)(iv)~~.

~~(vv) The following definition of~~“~~Second Allocation Participant~~”~~is added to Appendix A immediately following the definition of~~“~~Second Allocation Distributable Shares~~”:

“~~Second Allocation Participant~~”~~shall have the meaning set forth inSection 3.01(g)(iii)~~.

~~(ww) The following definition of~~“~~Second Allocation Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Second Allocation Participant~~”:

“~~Second Allocation Shares~~”~~shall have the meaning set forth inSection 3.01(g)(iii)~~.

~~(xx) The following definition of~~“~~Second Allocation Stock Election Shares~~”~~is added to Appendix A immediately following the definition of “~~~~Second Allocation Shares~~”:

~~“Second Allocation Stock Election Shares”~~~~shall have the meaning set forth inSection 3.01(g)(v)~~.

~~(yy) The following definition of~~“~~Second Amendment Disclosure Letter~~”~~is added to Appendix A immediately following the definition of~~“~~Second Allocation Stock Election Shares~~”:

“~~Second Amendment Disclosure Letter~~”~~shall have the meaning set forth in the introductory paragraph of Article V.~~

~~(zz) The following definition of~~“~~Second Individual Cutback Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Second Amendment Disclosure Letter~~”:

“~~Second Individual Cutback Shares~~”~~shall have the meaning set forth inSection 3.01(g)(v)~~.

~~(aaa) The following definition of~~“~~Second Prorated Stock Election Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Second Individual Cutback Shares~~”:

“~~Second Prorated Stock Election Shares~~”~~shall have the meaning set forth inSection 3.01(g)(iv)~~.

~~(bbb) The following definition of~~“~~Shares~~”~~is added to Appendix A immediately following the definition of~~“~~Senior Executive~~”:

~~C-37~~

~~(ccc) The following definition of~~“~~Shares Representative~~”~~is added to Appendix A immediately following the definition of~~“~~Shares~~”:

“~~Shares Representative~~”~~shall have the meaning set forth inSection 3.01(c)(i)~~.

~~(ddd) The following definition of~~“~~Stock Consideration~~”~~is added to Appendix A immediately following the definition of~~“~~Short-Dated Notes~~”:

“~~Stock Consideration~~”~~shall have the meaning set forth inSection 3.01(b)(i)~~.

~~(eee) The following definition of~~~~“Stock Election”~~~~is added to Appendix A immediately following the definition of~~“~~Stock Consideration~~”:

~~“Stock Election”~~~~shall have the meaning set forth inSection 3.01(c)(i)~~.

~~(fff) The following definition of~~“~~Stock Election Share~~”~~is added to Appendix A immediately following the definition of~~“~~Stock Election~~”:

“~~Stock Election Share~~”~~shall have the meaning set forth inSection 3.01(c)(i)~~.

~~(ggg) The following definition of~~“~~Total Option Cash Payment~~”~~shall replace the definition of~~“~~Total Option Cash Payment~~”~~in Appendix A:~~

“~~Total Option Cash Payment~~”~~shall have the meaning set forth inSection 3.03(a)~~.

~~(hhh) The following definition of~~“~~U.S. Person~~”~~is added to Appendix A immediately following the definition of~~“~~Total Option Cash Payment~~”:

“~~U.S. Person~~”~~means any Person that is not an Non-U.S. Person.~~

ARTICLE III.
~~MISCELLANEOUS~~

~~SECTION~~

MISCELLANEOUS

Section 3.01. No Further ~~Amendment~~.Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all of the terms and conditions and provisions thereof shall remain in full force and effect. This ~~Second~~Third Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

~~SECTION~~

Section 3.02. Effect of ~~Amendment~~.Amendment. This ~~Second~~Third Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this ~~Second~~Third Amendment by the parties hereto, any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words or expressions of similar import shall be deemed a reference to the Agreement as amended hereby.

~~SECTION~~

Section 3.03. Governing ~~Law~~.Law. This ~~Second~~Third Amendment, and all claims or cause of action (whether in contract or tort) that may be based upon, arise out of or relate to this

~~C-38~~

~~Second~~ Third Amendment shall be governed by the internal laws of the State of New York, without giving effect to any ~~choice or conflict of laws~~ provision or ~~rule.~~rule which would invalidate this choice of law.

~~SECTION~~

Section 3.04. ~~Counterparts~~.Counterparts. This ~~Second~~Third Amendment may be executed and delivered (including by facsimile transmission) in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and same agreement.

[Remainder of This Page Intentionally Left Blank]

~~C-39~~
D-13

IN WITNESS WHEREOF, Mergerco, New Holdco the Parents, and the Company have caused this ~~Second~~Third Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.


		~~MERGERCO:~~

		~~BT TRIPLE CROWN MERGER CO., INC.~~

		By:		~~/s/ Scott M. Sperling~~

		~~Name:~~		~~Scott M. Sperling~~
		~~Title:~~		~~Co-President~~

		~~NEW HOLDCO:~~

		~~BT TRIPLE CROWN CAPITAL HOLDINGS, III, INC.~~

		~~By:~~		~~/s/ Scott M. Sperling~~

		~~Name:~~		~~Scott M. Sperling~~
		~~Title:~~		~~Co-President~~

		~~PARENTS:~~

		~~B TRIPLE CROWN FINCO, LLC~~

		~~By:~~		/s/ John Connaughton

Name: John Connaughton


	Title:	Co-President and Secretary

NEW HOLDCO:

CC MEDIA HOLDINGS, INC.


	By:	/s/ Charles Brizius

Name: Charles Brizius

		~~John Connaughton~~
	Title:	~~Title:~~Vice President

PARENTS:

B TRIPLE CROWN FINCO, LLC

		~~Managing Director~~
	By:	/s/ John Connaughton

Name: John Connaughton


	Title:	President and Secretary

D-14


		T TRIPLE CROWN FINCO, LLC


	By:	/s/ Charles Brizius

Name: Charles Brizius


	Title:	~~By:~~Vice President and Assistant Secretary

COMPANY:

CLEAR CHANNEL COMMUNICATIONS, INC.

		~~/s/ Scott M. Sperling~~

		~~Name:~~		~~Scott M. Sperling~~
		~~Title:~~		~~Co-President~~

		~~COMPANY:~~

		~~CLEAR CHANNEL COMMUNICATIONS, INC.~~

		By:		/s/ Mark P. Mays

Name: Mark P. Mays

~~C-40~~
D-15

~~ANNEX D~~

~~CONFORMED COPY~~

~~VOTING~~ SUMMARY OF CONTENTS OF
THIRD AMENDMENT DISCLOSURE LETTER
to
AMENDMENT NO. 3
dated as of
May 13, 2008
to the
AGREEMENT AND PLAN OF MERGER
dated as of
November 16, 2006
By and among
BT TRIPLE CROWN MERGER CO., INC.,
B TRIPLE CROWN FINCO, LLC,
T TRIPLE CROWN FINCO, LLC,
and
CLEAR CHANNEL COMMUNICATIONS, INC.

D-16

The following is a summary of the disclosure schedules delivered by Mergerco in connection with Amendment No. 3 dated as of May 13, 2008 to the Agreement and Plan of Merger dated as of November 16, 2006 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and Clear Channel Communications, Inc. (the “Agreement”). To the extent not defined below, capitalized terms used herein are as defined in the Agreement.*(

Section 5.02. New Holdco Organizational Documents.

Attaching the certificate of incorporation of New Holdco.

Section 5.07(a). Available Funds.

List of executed debt and equity commitment letters.

( * Pursuant to Item 601(b)(2) ofRegulation S-K, the Registrant hereby agrees to furnish supplementally a copy of the Third Amendment Disclosure Letter to Amendment No. 3 to the Agreement and Plan of Merger to the Securities and Exchange Commission upon request.

D-17

SUMMARY OF CONTENTS OF
THIRD AMENDED COMPANY LETTER
to
AMENDMENT NO. 3
dated as of
May 13, 2008
to the
AGREEMENT AND PLAN OF MERGER
dated as of
November 16, 2006
By and among
BT TRIPLE CROWN MERGER CO., INC.,
B TRIPLE CROWN FINCO, LLC,
T TRIPLE CROWN FINCO, LLC,
and
CLEAR CHANNEL COMMUNICATIONS, INC.

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Section 6.01(b). Outdoor Holdings Equity Securities and Convertible Securities.

List of recommended stock option grants.

Section 6.01(k). Outdoor Holdings Equity Securities and Convertible Securities.

List of employees and recommended stock option grants.

Section 6.01(p). Sale/Acquisition of FCC Licenses/LMAs.

Potential acquisition/dispositions of FCC licenses.

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ANNEX E

AMENDED AND RESTATED VOTING AGREEMENT

AMENDED AND RESTATED VOTING AGREEMENT(“Agreement”), dated as of May ~~26, 2007,~~13, 2008, by and among BT Triple Crown Merger Co., Inc., a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), CC Media Holdings, Inc., a Delaware corporation formerly known as BT Triple Crown Capital Holdings III, Inc. ~~a Delaware corporation (~~“(“New Holdco”)~~; and~~, Highfields Capital I LP, a Delaware limited partnership (“Highfields I”), Highfields Capital II LP, a Delaware limited partnership (“Highfields II”), Highfields Capital III LP, an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I. (“Highfields III”), and Highfields Capital Management LP, a Delaware limited partnership (“Highfields Management” and, together with Highfields I, Highfields II and Highfields III, the “Stockholders”) ~~of the Company.~~.

WHEREAS, ~~Mergerco, Parents, New Holdco,~~the parties to this Agreement entered into the Voting Agreement dated as of May 26, 2007 (the “Original Voting Agreement”) in connection with Amendment No. 2, dated as of May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006 and initially amended on April 18, 2007, by and among Clear Channel Communications, Inc., a Texas corporation (the “Company”) ~~have entered into an amendment to Agreement~~, Mergerco and ~~Plan of Merger, dated of even date herewith (such agreement as~~the Parents (as amended ~~as of the date hereof,~~thereby, the “May 2007 Agreement and Plan of Merger”);

WHEREAS, ~~which~~the May 2007 Agreement and Plan of Merger, among other things, (i) ~~provides that,~~ subject to ~~certain exceptions with respect to Affiliated Holders, regulatory requirements~~the terms and ~~number of shares issued,~~conditions thereof, offered each shareholder of the Company ~~will be offered~~ the right to elect to receive in the Merger, for each share of common stock, par value $0.10 per share, of the Company (each, a “Common Share”), either cash in the amount of $39.20, or one share of voting common stock of New Holdco, and (ii) ~~sets~~set forth certain other rights of the public holders of New Holdco’s common stock (the ~~“Public Holders”~~“Public Holders”) and certain terms and conditions under which New Holdco ~~will~~would operate;

WHEREAS, the May 2007 Agreement and Plan of Merger was approved and adopted by the Company’s shareholders on September 25, 2007 but subsequently became the subject of litigation with the lenders that committed to provide the debt financing required to consummate the Merger (the “Lenders”), and, as part of a settlement of the litigation, Mergerco, the Parents, New Holdco and the Company are concurrently herewith entering into an amendment to the May 2007 Agreement and Plan of Merger (as amended thereby and as may be further amended from time to time in accordance with its terms, the “Agreement and Plan of Merger”) and a Settlement Agreement with the Lenders (the “Settlement Agreement”) that, among other things, reduces the amount of the Cash Consideration to $36.00, requires the Company’s shareholders to make new Elections and extends the Termination Date until December 31, 2008 and requires the Lenders and other parties to enter into agreements and to take steps to ensure the consummation of the Merger, subject to the approval of Company’s shareholders;

WHEREAS, in light of the changes to the May 2007 Agreement and Plan of Merger effected by such amendment, the Agreement and Plan of Merger must be adopted and approved by the Company’s shareholders in order to consummate the transactions contemplated thereby, including the Merger;

WHEREAS, the Stockholders in the aggregate beneficially own and have sole or shared (together with one or more of the other Stockholders or their affiliates) voting power with respect to at least 24,000,000 Common Shares (such Common Shares, together with any securities issued or exchanged with respect to such shares of common stock upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend,split-up or combination of the securities of the Company or any other change in the Company’s capital structure, the “Covered Shares”);

WHEREAS, in connection with entering into the ~~execution of~~amended to the May 2007 Agreement and Plan of Merger, the Parents have requested that the Stockholders execute and deliver this Agreement, ~~on a date even herewith;~~which amends and restates the Original Voting Agreement; and

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Agreement and Plan of Merger.

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NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which

~~D-1~~

are hereby acknowledged the Stockholders, New Holdco, Mergerco and the Parents agree as follows:

1. Agreement to Vote. Each Stockholder agrees that, prior to the Expiration Date (as defined below), at any meeting of the stockholders of the Company or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, with respect to the Merger, the Agreement and Plan of Merger or any Competing Proposal, ~~or any adjournment or postponement thereof,~~ Stockholder shall:

	~~(a)~~		(a) appear at such meeting or otherwise cause the Covered Shares and any other Common Shares of which it has beneficial ownership as of the date of such meeting ~~or otherwise cause the Covered Shares and any other Common Shares which it acquires beneficial ownership of after the date hereof~~ (“After Acquired Shares”) to be counted as present thereat for purposes of calculating a quorum; and

	~~(b)~~		from and after the date hereof until the Expiration Date, vote (or cause to be voted) in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all of the Covered Shares and any After Acquired Shares that such Stockholder shall be entitled to so vote, whether such Common Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger; (ii) against any extraordinary corporate transaction (other than the Merger or pursuant to the Merger) or any Competing Proposal, or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement providing for the consummation of a transaction contemplated by any Competing Proposal, and (iii) in favor of any proposal to adjourn a Shareholders’ Meeting which New Holdco and the Parents support.

(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted) in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all of the Covered Shares and any After Acquired Shares that such Stockholder shall be entitled to so vote, whether such Common Shares are beneficially owned by such Stockholder on the date of this Agreement or are subsequently acquired, (i) in favor of adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger; (ii) against any extraordinary corporate transaction (other than the Merger or pursuant to the Merger) or any Competing Proposal, or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement providing for the consummation of a transaction contemplated by any Competing Proposal, and (iii) in favor of any proposal to adjourn a Shareholders’ Meeting which New Holdco and the Parents support.

2. Expiration Date. As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (i) the Effective Time; (ii) such date as the Agreement and Plan of Merger is terminated pursuant to Article VIII thereof; (iii) the termination of the Settlement Agreement by any party thereto in accordance with its terms, or ~~(iii)~~the public disclosure by the Company in any report filed pursuant to the Securities Exchange Act of 1934, as amended, that any party to the Settlement Agreement has materially breached that agreement or that such Settlement Agreement has been terminated for any reason; or (iv) upon mutual written agreement of the parties to terminate this Agreement. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement;provided however,(i) Sections 6,7, and 910 through 1920 shall survive any such expiration if the Effective Time shall have occurred, and (ii) such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement prior to termination hereof.

3. Agreement to Retain Covered Shares. From and after the date hereof until, (A) in the case of clause (i) below, the Expiration Date, and (B) in the case of clause (ii) below, the earlier of (x) December 31, 2008 or (y) immediately after the vote is taken at a Special Meeting of shareholders of the Company (taking into account any postponements or adjournments thereof) for the purpose of approving the adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger, each of the Stockholders shall not, except as contemplated by this Agreement or the Agreement and Plan of Merger, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the

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voting of any Covered Shares and any After Acquired Shares or (ii) sell, transfer, assign, dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the beneficial ownership of any Covered Shares. Notwithstanding the foregoing, each Stockholder may make a transfer (a) to other persons who are affiliated with the Stockholders subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of a Stockholder under, this Agreement, or (b) as the Parents may otherwise agree in writing in their sole discretion.

4. New Stock Election. The Stockholders agree that, as a group, they shall make valid Stock Elections with respect to a total of not less than 11,111,112 of the Covered Shares in accordance with, and subject to, the terms and conditions applicable to Stock Elections under Section 3.01 of the Agreement and Plan of Merger.

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5. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to New Holdco, Parents and Mergerco as follows:

	~~(a)~~		(a) such Stockholder has the power and the right to enter into, deliver and perform the terms of this Agreement;

	~~(b)~~		this Agreement has been duly and validly executed and delivered by such Stockholder and (assuming this Agreement constitutes a valid and binding agreement of the Parents) is a legal, valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles);

	~~(c)~~		the Stockholders beneficially own in the aggregate at least 24,000,000 Common Shares and have sole or shared, and otherwise unrestricted, voting power (together with one or more Stockholders or their affiliates) with respect to such Common Shares;

	~~(d)~~		~~no proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Covered Shares;~~

	~~(e)~~		the execution and delivery of this Agreement by such Stockholder do not, and the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach or default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Stockholder is bound, or any statute, rule or regulation to which the Stockholder is subject or, in the event that the Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Stockholder. Except as expressly contemplated hereby, the Stockholder is not a party to any voting agreement or voting trust relating to the Covered Shares or After Acquired Shares;

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	~~(f)~~		such Stockholder acknowledges and confirms that (a) New Holdco, Parents and Mergerco may possess or hereafter come into possession of certain non-public information concerning the Covered Shares, After Acquired Shares and the Company which is not known to the Stockholder and which may be material to the Stockholder’s decision to vote in favor of the Merger (the “Excluded Information”), (b) the Stockholder has requested not to receive the Excluded Information and has determined to vote in favor of the Merger and sell the Covered Shares notwithstanding its lack of knowledge of the Excluded Information, and (c) New Holdco, the Parents and Mergerco shall have no liability or obligation to the Stockholder in connection with, and the Stockholder hereby waives and releases New Holdco, the Parents and Mergerco from, any claims which Stockholder or its successors and assigns may have against New Holdco, the Parents, Mergerco or their respective Affiliates (whether pursuant to applicable securities, laws or otherwise) with respect to the non-disclosure of the Excluded Information; and

	~~(g)~~		such Stockholder acknowledges and confirms that it has reviewed the Agreement and Plan of Merger, including without limitation, the first and second amendments thereto executed prior to the date hereof, and has had the opportunity to review such agreement with counsel and its other advisors.

(b) this Agreement has been duly and validly executed and delivered by such Stockholder and (assuming this Agreement constitutes a valid and binding agreement of the Parents) is a legal, valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles);

(c) the Stockholders beneficially own in the aggregate at least 24,000,000 Common Shares and have sole or shared, and otherwise unrestricted, voting power (together with one or more Stockholders or their affiliates) with respect to such Common Shares;

(d) no proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Covered Shares;

(e) the execution and delivery of this Agreement by such Stockholder do not, and the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach or default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Stockholder is bound, or any statute, rule or regulation to which the Stockholder is subject or, in the event that the Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Stockholder. Except as expressly contemplated hereby, the Stockholder is not a party to any voting agreement or voting trust relating to the Covered Shares or After Acquired Shares;

(f) such Stockholder acknowledges and confirms that (a) New Holdco, Parents and Mergerco may possess or hereafter come into possession of certain non-public information concerning the Covered Shares, After Acquired Shares and the Company which is not known to the Stockholder and which may be material to the Stockholder’s decision to vote in favor of the Merger (the “Excluded Information”), (b) the Stockholder has requested not to receive the Excluded Information and has determined to vote in favor of the Merger and sell the Covered Shares notwithstanding its lack of knowledge of the Excluded Information, and (c) New Holdco, the Parents and Mergerco shall have no liability or obligation to the Stockholder in connection with, and the Stockholder hereby waives and releases New Holdco, the Parents and Mergerco from, any claims which Stockholder or its successors and assigns may have against New Holdco, the Parents, Mergerco or their respective Affiliates (whether pursuant to applicable securities, laws or otherwise) with respect to the non-disclosure of the Excluded Information; and

(g) such Stockholder acknowledges and confirms that it has reviewed the Agreement and Plan of Merger, including without limitation, the three amendments thereto executed on or prior to the date hereof, and has had the opportunity to review such agreement with counsel and its other advisors.

6. Representations and Warranties of the Parents, Mergerco and New Holdco. Each of the Parents, Mergerco and New Holdco hereby represents and warrants to the Stockholders as follows:

	~~(a)~~		~~each of the Parents, Mergerco and New Holdco has the power and the right to enter into, deliver and perform the terms of this Agreement;~~

	~~(b)~~		(a) each of the Parents, Mergerco and New Holdco has the power and the right to enter into, deliver and perform the terms of this Agreement; (b) this Agreement has been duly and validly executed and delivered by the Parents, Mergerco and New Holdco and (assuming this Agreement constitutes a valid and binding agreement of the Stockholders) is a legal, valid and binding agreement with respect to the Parents, Mergerco and New Holdco, enforceable against each of the Parents, Mergerco and New Holdco in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles);

	~~(c)~~		The Parents have heretofore cancelled, and will not accept or enter into, any subscription agreements or understandings to acquire equity securities of New Holdco from (a) any private investment funds that were stockholders of the Company and were not limited partners or shareholders of an investment fund managed by one of the Sponsors and (b) any other investment funds that (i) were, as of the date of execution of such agreement, stockholders of the Company, (ii) were not limited

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E-3

			~~partners or shareholders in an investment fund managed by one of the Sponsors, and (iii) executed such agreements after January 31, 2007;provided~~,~~however~~, that the foregoing shall not apply to either (x) the public employee benefit plan investor that has previously been specifically identified to one or more of the Stockholders, or (y) subscription agreements executed by financing sources prior to January 31, 2007. Such investment funds with such cancelled subscription agreements, to the extent that they continue to be stockholders of the Company, will be treated ratably with other public stockholders of the Company.(c) the Parents have heretofore cancelled, and will not accept or enter into, any subscription agreements or understandings to acquire equity securities of New Holdco from (a) any private investment funds that were stockholders of the Company and were not limited partners or shareholders of an investment fund managed by one of the Sponsors and (b) any other investment funds that (i) were, as of the date of execution of such agreement, stockholders of the Company, (ii) were not limited partners or shareholders in an investment fund managed by one of the Sponsors, and (iii) executed such agreements after January 31, 2007;provided,however, that the foregoing shall not apply to (x) the public employee benefit plan investor that has previously been specifically identified to one or more of the Stockholders, (y) subscription agreements executed by financing sources prior to January 31, 2007, or (z) the Voting Agreement dated as of the date hereof by and among Mergerco, the Parents, New Holdco, Abrams Capital Partners I, LP and the other named parties thereto (the “Abrams Agreement”). Such investment funds with such cancelled subscription agreements, to the extent that they continue to be stockholders of the Company, will be treated ratably with other public stockholders of the Company to the extent provided in the Agreement and Plan of Merger. The Parents, represent that, except for the Abrams Agreement they have not, and after the date of this Agreement, Parents will not, enter into any other arrangements or agreement with any such affected investment funds to acquire equity securities in New Holdco other than as provided for in the Agreement and Plan of Merger.

	~~(d)~~		~~Immediately following the effective time, the Articles of Incorporation and Bylaws of New Holdco will be in the form attached hereto asExhibit A~~.

	~~(e)~~		~~New Holdco, Mergerco, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P. have entered into or will enter into an agreement in the form attached hereto asExhibit B, which will become effective as of the Effective Time and continue to be in full force and effect until the termination in accordance with terms thereof (the “Letter Termination Date”). The Parents agree that they will not terminate (other than pursuant to its terms), amend, supplement or otherwise modify such agreement without the prior written approval of the Stockholders.~~

~~Directors~~.

~~(a)~~

(d) Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of New Holdco will be in the respective forms attached hereto asExhibit A.

(e) New Holdco, Mergerco, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P. have entered into or will enter into an agreement in the form attached hereto asExhibit B, which will become effective as of the Effective Time and continue to be in full force and effect until terminated in accordance with terms thereof (the “Letter Termination Date”). The Parents agree that they will not terminate (other than pursuant to its terms), amend, supplement or otherwise modify such agreement without the prior written approval of the Stockholders.

7. Directors.

(a) Immediately following the Effective Time, the Board of Directors of New Holdco shall establish the size of the Board of Directors at twelve (12) members, one member of which shall be a United States citizen and be named by Highfields Management (which member shall be named to New Holdco’s nominating committee and will initially be Jonathon Jacobson) and one member of which shall be a United States citizen and shall be selected by New Holdco’s nominating committee after consultation with Highfields Management (which will initially be David Abrams) (these two directors shall hereinafter be referred to as the “Public Directors”). Until the date (the “Termination Date”) on which the Stockholders beneficially own (as defined under the Securities Exchange Act of 1934, as amended) less than 5% of the outstanding shares of voting securities of New Holdco issued as Stock Consideration to stockholders in connection with the Merger (“Required Percentage”), in connection with each election of Public Directors, New Holdco shall: (i) nominate as Public Directors one candidate who shall be a United States citizen and shall be selected by Highfields Management (which candidate will initially be Jonathon Jacobson) and one candidate who shall be a United States citizen and shall be selected by New Holdco’s nominating committee after consultation with Highfields Management (which candidate will initially be David Abrams), (ii) recommend the election of such candidates, (iii) solicit proxies for the election of such candidates, and (iv) to the extent authorized by stockholders granting proxies, vote the voting securities represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board for such meeting, in favor of such candidates. The Parents and their affiliates agree to vote all shares of voting securities which they own and which are eligible to vote for the election of the Public Directors in favor of such candidates’ election of the Public Directors.

(b) If a Public Director dies or is disabled such that he or she is rendered unable to serve on the Board prior to the Termination Date, a replacement shall be named in accordance with the provisions set forth in paragraph (a) above.

(c) Until the Termination Date, (i) New Holdco shall, subject to the New Holdco Board’s fiduciary duties, cause at least one Public Director to be appointed to each of the committees of the Board of New Holdco, and (ii) if the Public Director serving on any such committee shall cease to serve as a director of Directors of New Holdco shall establish the size of the Board of Directors at twelve (12) members, one member of which shall be a United States citizen and be named by Highfields Management (which member shall be named to New Holdco’s nominating committee) and one member of which shall be a United States citizen and shall be selected by New Holdco’s nominating committee after consultation with Highfields Management and any holder whose election to receive common stock of New Holdco pursuant to Section 3.01 of the Agreement and Plan of Merger is reasonably expected to result in such holder owning three percent (3%) or more of the total outstanding equity securities of New Holdco (these two directors shall hereinafter be referred to as the “~~Public Directors”). Until the date (the “Termination Date~~”) on which the Stockholders beneficially own (as defined under the Securities Exchange Act of 1934, as amended) less than 5% of the outstanding shares of voting securities of New Holdco issued as Stock Consideration to stockholders in connection with the Merger (“~~Required Percentage~~”), in connection with each election of Public Directors, New Holdco shall: (i) nominate as Public Directors one candidate who shall be a United States citizen and shall be selected by Highfields Management and one candidate who shall be a United States citizen and shall be selected by New Holdco’s nominating committee after consultation with Highfields Management and any Public Holder owning three percent (3%) or more of the total outstanding equity securities of New Holdco, (ii) recommend the election of such candidates, (iii) solicit proxies for the

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			election of such candidates, and (iv) to the extent authorized by stockholders granting proxies, vote the voting securities represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board for such meeting, in favor of such candidates. The Parents and their affiliates agree to vote all shares of voting securities which they own and which are eligible to vote for the election of the Public Directors in favor of such candidates’ election of the Public Directors.

	~~(b)~~		If a Public Director dies or is disabled such that he or she is rendered unable to serve on the Board prior to the Termination Date, a replacement shall be named in accordance with the provisions set forth in paragraph (a) above.

	~~(c)~~		Until the Termination Date, (i) New Holdco shall, subject to the New Holdco Board’s fiduciary duties, cause at least one Public Director to be appointed to each of the committees of the Board of New Holdco, and (ii) if the Public Director serving on any such committee shall cease to serve as a director of New Holdco for any reason or otherwise is unable to fulfill his or her duties on any such committee, New Holdco, subject to the fiduciary duties of the New Holdco Board, shall cause the director to be succeeded by another Public Director.

	~~(d)~~		Notwithstanding the foregoing provisions, at no time may any of the foregoing actions be taken if, as a result of actions taken or of investments of the Stockholders, New Holdco or its affiliates would not be qualified under the Communications Act to control the Company FCC Licenses (as in effect on the date of such action) or such actions or investments would cause any other violations by New Holdco or its affiliates of the Communications Act or the FCC’s rules. Highfields Management is owned and controlled solely by U.S. persons.

	~~(e)~~		(i) Highfields Management acknowledges that, as a result of the rights granted under this Section 6, Highfields Management may be deemed to hold an attributable interest in New Holdco, the Company or their affiliates under the regulations of the Federal Communications Commission (“~~FCC~~”) pertaining to the ownership and operation of radio and television stations and daily newspapers of general circulation. In the event that it is determined that Highfields Management or any affiliate of Highfields Management holds an attributable interest in New Holdco, the Company or any of their affiliates as a result of the rights granted under Sections 6(a)New Holdco for any reason or otherwise is unable to fulfill his or her duties on any such committee, New Holdco, subject to the fiduciary duties of the New Holdco Board, shall cause the director to be succeeded by another Public Director. (d) Notwithstanding the foregoing provisions, at no time may any of the foregoing actions be taken if, as a result of actions taken or of investments of the Stockholders, New Holdco or its affiliates would not be qualified under the Communications Act to control the Company FCC Licenses (as in effect on the date of such action) or such actions or investments would cause any other violations by New Holdco or its affiliates of the Communications Act or the FCC’s rules. Highfields Management is owned and controlled solely by U.S. persons. (e) (i) Highfields Management acknowledges that, as a result of the rights granted under this Section 7, Highfields Management may be deemed to hold an attributable interest in New Holdco, the Company or their affiliates under the regulations of the Federal Communications Commission (“FCC”) pertaining to the ownership and operation of radio and television stations and daily newspapers of general circulation. In the event that it is determined that Highfields Management or any affiliate of Highfields Management holds an attributable interest in New Holdco, the Company or any of their affiliates as a result of the rights granted under Sections 7(a) and (b), then, unless Highfields Management and any such affiliate of Highfields Management promptly relinquish in writing the rights of Highfields Management under Sections 7(a) and (b) to the extent necessary to render non-attributable any interest of such party in New Holdco, the Company, or their affiliates or promptly take other measures to render any such interest non-attributable, Highfields Management and any such affiliate of Highfields Management promptly relinquish in writing the rights of Highfields Management under Sections 6(a) and (b) to the extent necessary to render non-attributable any interest of such party in New Holdco, the Company, or their affiliates or promptly take other measures to render any such interest non-attributable, Highfields Management and

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any such affiliate of Highfields Management shall furnish and certify promptly to New Holdco such information, or such additional information, as New Holdco may reasonably request and make, in cooperation with New Holdco, such filings with or disclosures to the FCC as are applicable to persons holding attributable interests in New Holdco, the Company or any of their affiliates.

(ii) Highfields Management represents (a) that, to the extent it may be deemed to hold an attributable interest in New Holdco, the Company or any of their affiliates, it is legally qualified to hold such an attributable interest in a broadcast licensee under FCC regulations and (b) that none of (i) Highfields Management, (ii) any person holding an attributable interest in or through Highfields Management, or (iii) any person nominated or designated by Highfields Management to serve on the Board of New Holdco holds or will hold either (A) any attributable interest in any radio or television station or daily newspaper of general circulation (other than in the radio and television stations owned by the Company) in any market in which New Holdco, the Company or any of their affiliates has any attributable media interest, or (B) any other media interest that New Holdco determines in good faith after good faith consultation with its FCC counsel and FCC counsel for Highfields Management, reasonably could be expected to impede or delay the ability of ~~the~~ New Holdco, the Company or their affiliates to hold or acquire interests in radio or television stations or daily newspapers of general circulation or to obtain any regulatory approval necessary or appropriate for the consummation of the transactions described in the Agreement and Plan of Merger (the interests described in (A) and (B) immediately above being referred to hereafter as ~~“Conflicting~~“Conflicting Interests.”) The terms “attributable,” “attributable interest,” “radio and television station,” “market” and “daily newspaper of general circulation” as used in this Agreement shall be construed consistent with 47 C.F.R. § 73.3555 (or any successor provision) of the regulations of the FCC and the notes thereto, as in effect from time to time. With respect to Highfields Management, the term “affiliate” shall include any person or entity controlling, controlled by or under common control with Highfields Management and shall also be deemed to include any Stockholder. In the event that Highfields Management, any person holding an attributable interest in or through Highfields Management, or any nominee or designee of Highfields Management to the Board of New Holdco holds or is anticipated to hold a Conflicting Interest, Highfields Management and its affiliates shall take Curative Action, as defined below. ~~“Curative Action”~~“Curative Action” means action promptly taken (but in any event within twenty (20) calendar days or such lesser period as may be necessary to avoid delay in obtaining necessary regulatory approvals) by which a party shall (A) divest or cause the divestiture of any Conflicting Interest, (B) render the Conflicting Interest ~~non-attributable;~~non-attributable, (C) render any interest of such party in New Holdco, the Company, and their affiliates non-attributable,

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or (D) relinquish any rights under ~~Section 6(a)~~Sections 7(a) and (b) to the extent necessary to render non-attributable any interest of such party in New Holdco, the Company, or their affiliates.

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(iii) If any affiliate of Highfields Management other than Highfields Management should be deemed to hold or anticipated to hold an attributable interest in New Holdco, the Company or any of their affiliates, Highfields Management and any such affiliate of Highfields Management shall immediately notify New Holdco and shall either

	a.		a. certify to New Holdco in writing (a) that such Highfields Management affiliate is legally qualified to hold such an attributable interest in a broadcast licensee under FCC regulations and (b) that none of (i) such Highfields Management affiliate or (ii) any person holding an attributable interest in or through such Highfields Management affiliate holds or will hold a Conflicting Interest; or

	b.		~~if Highfields Management and such Highfields Management affiliate are not able or do not elect so to certify, Highfields Management and its affiliate shall take Curative Action.~~

b. if Highfields Management and such Highfields Management affiliate are not able or do not elect so to certify, Highfields Management and its affiliate shall take Curative Action.

(iv) New Holdco shall cooperate with Highfields Management and any affiliate of Highfields Management, subject to their compliance with this Section ~~6(e)~~7(e), to minimize any request for information pursuant to Section 10.2 of the ~~Amended and Restated~~ Certificate of Incorporation of New Holdco and shall consult in good faith with Highfields Management and any affiliate of Highfields Management from which any information may be sought to avoid any unnecessary burden in the obtaining of information necessary to fulfill responsibilities of New Holdco, the Company and their affiliates to monitor compliance and complete reports and other submissions as may be required from time to time by the FCC.

8. No Solicitation. From and after the date hereof until the Expiration Date, each Stockholder and each of its affiliates will not solicit proxies or become a “participant” in any solicitation (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934) in opposition to the solicitation of proxies by the Company and the Parents for the Agreement and Plan of Merger. From and after the date hereof until the Expiration Date, in all public statements and public filings made with respect to the voting of the Covered Shares, each Stockholder and its affiliates will indicate that they are voting in favor of the Agreement and Plan of Merger and otherwise in accordance with Section 1 above.

~~D-8~~

6(e) which shall expire on the Letter Termination Date, the representations and warranties contained herein shall expire with, and be terminated and extinguished upon, consummation of the Merger or termination of this Agreement in accordance with the terms hereof, but no party shall be relieved for prior breach thereof.

10. Specific Enforcement. Each Stockholder has signed this Agreement intending to be legally bound thereby. Each Stockholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against such Stockholder.

~~10.~~

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

~~11.~~

12. No ~~waivers~~Waivers. No waivers of any breach of this Agreement extended by New Holdco, Parents or Mergerco to the Stockholders shall be construed as a waiver of any rights or remedies of New Holdco, the Parents or Mergerco with respect to any other stockholder of the Company who has executed an agreement substantially in the form of this Agreement with respect to shares of the Company held or subsequently held by such stockholder or with respect to any subsequent breach of the Stockholder or any other such stockholder of the Company. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

~~12.~~

13. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof, including the Original Voting Agreement, and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

E-6

     ~~13.~~
14. Notices.  All notices and other communications hereunder shall be in writing and shall be sufficient if sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section):
~~(i)~~
(i)  if to the Stockholders:
Highfields Capital Management
200 Clarendon Street
Boston, MA 02117
Attn: Joseph F. Mazzella
Phone:(617) 850-7500
Facsimile:(617) 850-7620
with a copy to:
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
Attn: Joseph L. Johnson III
Phone:(617) 570-1633
Facsimile:(617) 523-1231

~~Highfields Capital Management~~
~~200 Clarendon Street~~
~~Boston, MA 02117~~
~~Attn: Joseph F. Mazzella~~
~~Phone: (617) 850-7500~~
~~Facsimile: (617) 850-7620~~
~~D-9~~
~~with a copy to:~~
~~Goodwin Procter LLP~~
~~Exchange Place~~
~~Boston, Massachusetts~~
~~02109 Attn: Joseph L.~~
~~Johnson III~~
~~Phone: (617) 570-1633~~
~~Facsimile: (617) 523-1231~~
(ii)    if to the Parents, New Holdco or Mergerco to:
~~Bain Capital Partners, LLC~~
~~111 Huntington Avenue~~
~~Boston, MA 02199~~
~~Phone: (617) 516-2000~~
~~Fax: (617) 516-2010~~
Bain Capital Partners, LLC
111 Huntington Avenue
Boston, MA 02199
Phone:(617) 516-2000
Fax:(617) 516-2010
Attention: John Connaughton
~~and~~
~~Thomas H. Lee Partners, L.P.~~
~~100 Federal Street~~
~~Boston, MA 02110~~
~~Phone: (617) 227-1050~~
~~Fax: (617) 227-3514~~
~~Attn: Scott Sperling~~
~~with a copy to:~~
~~Ropes & Gray LLP~~
~~One International Place~~
~~Boston, MA 02110~~
~~Phone: (617) 951-7000~~
~~Fax: (617) 951-7050~~
~~Attn: David C. Chapin~~

and
Thomas H. Lee Partners, L.P.
100 Federal Street
Boston, MA 02110
Phone:(617) 227-1050
Fax:(617) 227-3514
Attn: Scott Sperling
with a copy to:
Ropes & Gray LLP
One International Place
Boston, MA 02110
Phone:(617) 951-7000
Fax:(617) 951-7050
Attn: David C. Chapin
Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telex, ordinary mail or electronic mail), but no such notice of other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

E-7

~~14.~~
15. No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto
~~D-10~~

and ~~their.~~their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto.

~~15.~~

16. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that New Holdco and Mergerco may assign this Agreement to any direct or indirect wholly owned subsidiary of New Holdco or Mergerco, as the case may be, without the consent of the Stockholders (provided that New Holdco or Mergerco, as the case may be, shall remain liable for all of its obligations under this Agreement) and the Stockholders may assign this Agreement (other than the rights of Highfields Management under Section 67 hereof) in connection with any permitted transfer of shares hereunder (provided that the transferee agrees in writing to be bound by the terms of this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, heirs, executors, administrators and other legal representatives, as the case may be.

~~16.~~

17. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

~~17.~~

18. Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” No summary of this Agreement prepared by the parties shall affect in any way the meaning or interpretation of this Agreement.

~~18.~~

~~D-11~~

connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of New York without giving effect to any choice or conflict of laws provision or rule.

~~19.~~

Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 20.

21. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

E-8

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by its respective duly authorized officer as of the date first written above.

STOCKHOLDERS:

HIGHFIELDS CAPITAL I LP


	By:	Highfields Associates LLC, its General Partner

	By:	/s/ Joseph F. Mazzella

Name: Joseph F. Mazzella


	Title:	Authorized Signatory

HIGHFIELDS CAPITAL II LP

By: Highfields Associates LLC, its General Partner


	By:	/s/ Joseph F. Mazzella

Name: Joseph F. Mazzella


	Title:	Authorized Signatory

HIGHFIELDS CAPITAL III LP

By: Highfields Associates LLC, its General Partner


	By:	/s/ Joseph F. Mazzella

Name: Joseph F. Mazzella


	Title:	Authorized Signatory

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner


	By:	/s/ Joseph F. Mazzella

Name: Joseph F. Mazzella


	Title:	Managing Director

E-9


		MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.


	By:	/s/ Scott Sperling

Name: Scott Sperling


	Title:	Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC


	By:	/s/ John Connaughton

Name: John Connaughton


	Title:	Managing Director

T TRIPLE CROWN FINCO, LLC


	By:	/s/ Scott Sperling

Name: Scott Sperling


	Title:	Co-President

NEW HOLDCO:

CC MEDIA HOLDINGS, INC.


	By:	/s/ Scott Sperling

Name: Scott Sperling


	Title:	President

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The undersigned parties are executing this Agreement solely to evidence their agreement, as follows: (a) to use their reasonable best efforts to cause Mergerco, the Parents and New Holdco to perform, in all material respects, their obligations set forth herein to be performed by them for so long as such obligations are in effect, and (b) to use their reasonable best efforts to prevent Mergerco, the Parents and New Holdco from taking any actions that would be inconsistent, in any material respect, with their performance of such obligations for so long as such obligations are in effect.

Bain Capital Fund IX, L.P.

By: Bain Capital Partners, IX, L.P., its General Partner

By: Bain Capital Investors, LLC, its General Partner


	By:	/s/ John P. Connaughton

Name: John P. Connaughton


	Title:	Managing Director

THOMAS H. LEE EQUITY FUND VI, L.P.

By: THL Equity Advisors VI, LLC, its general partner

By: Thomas H. Lee Partners, L.P., its sole member

By: Thomas H. Lee Advisors, LLC, its general partner


	By:	/s/ Scott M. Sperling

Name: Scott M. Sperling


	Title:	Co-President

E-11

ANNEX F

VOTING AGREEMENT

VOTING AGREEMENT(“Agreement”), dated as of May 13, 2008, by and among BT Triple Crown Merger Co., Inc., a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), CC Media Holdings, Inc., a Delaware corporation formerly known as BT Triple Crown Capital Holdings III, Inc. (“New Holdco”), and Abrams Capital Partners I, LP, Abrams Capital Partners II. LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP (the “Stockholders”).

WHEREAS, on May 17, 2007, Mergerco, the Parents, New Holdco and Clear Channel Communications, Inc., a Texas corporation (the “Company”) entered into Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 16, 2006 and initially amended on April 18, 2007, by and among Mergerco, the Parents and the Company (as amended thereby, the “May 2007 Agreement and Plan of Merger”), which among other things, (i) subject to the terms and conditions thereof, offered each shareholder of the Company the right to elect to receive in the Merger, for each share of common stock, par value $0.10 per share, of the Company (each, a “Common Share”), either cash in the amount of $39.20, or one share of voting common stock of New Holdco, and (ii) set forth certain other rights of the public holders of New Holdco’s common stock (the “Public Holders”) and certain terms and conditions under which New Holdco would operate;

WHEREAS, the May 2007 Agreement and Plan of Merger was approved and adopted by the Company’s shareholders on September 25, 2007 but subsequently became the subject of litigation with the lenders that committed to provide the debt financing required to consummate the Merger (the “Lenders”), and, as part of a settlement of the litigation, Mergerco, the Parents, New Holdco and the Company are concurrently herewith entering into an amendment to the May 2007 Agreement and Plan of Merger (as amended thereby, the “Agreement and Plan of Merger”) and a Settlement Agreement with the Lenders (the “Settlement Agreement”) that, among other things, reduces the amount of the Cash Consideration to $36.00, requires the Company’s shareholders to make new Elections and extends the Termination Date until December 31, 2008 and requires the Lenders and other parties to enter into agreements and to take steps to ensure the consummation of the Merger, subject to the approval of Company’s shareholders;

WHEREAS, the Stockholders in the aggregate beneficially own and have sole or shared (together with one or more of the other Stockholders or their affiliates) voting power with respect to 2,777,778 Common Shares (such Common Shares, together with any securities issued or exchanged with respect to such shares of common stock upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend,split-up or combination of the securities of the Company or any other change in the Company’s capital structure, the “Covered Shares”);

WHEREAS, in connection with the execution of the Agreement and Plan of Merger, the Parents have requested that the Stockholders execute and deliver this Agreement; and

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Agreement and Plan of Merger.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which are hereby acknowledged the Stockholders, New Holdco, Mergerco and the Parents agree as follows:

F-1

written consent of the stockholders of the Company, with respect to the Merger, the Agreement and Plan of Merger or any Competing Proposal, Stockholder shall:

(a) appear at such meeting or otherwise cause the Covered Shares and any other Common Shares of which it has beneficial ownership as of the date of such meeting (“After Acquired Shares”) to be counted as present thereat for purposes of calculating a quorum; and

2. Expiration Date. As used in this Agreement, the term “Expiration Date” shall mean the earliest to occur of (i) the Effective Time; (ii) such date as the Agreement and Plan of Merger is terminated pursuant to Article VIII thereof; (iii) the termination of the Settlement Agreement by any party thereto in accordance with its terms, or the public disclosure by the Company in any report filed pursuant to the Securities Exchange Act of 1934, as amended, that any party to the Settlement Agreement has materially breached that agreement or that such Settlement Agreement has been terminated for any reason; or (iv) upon mutual written agreement of the parties to terminate this Agreement. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement;provided however,(i) Sections 7 and 10 through 20 shall survive any such expiration if the Effective Time shall have occurred, and (ii) such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement prior to termination hereof.

3. Agreement to Retain Covered Shares; Voting Agreement Restrictions. From and after the date hereof until, (A) in the case of clause (i) below, the Expiration Date, and (B) in the case of clause (ii) below, the earlier of (x) December 31, 2008 or (y) immediately after the vote is taken at a Special Meeting of shareholders of the Company (taking into account any postponements or adjournments thereof) for the purpose of approving the adoption and approval of the Agreement and Plan of Merger and the transactions contemplated thereby, including the Merger, each of the Stockholders shall not, except as contemplated by this Agreement or the Agreement and Plan of Merger, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Covered Shares and any After Acquired Shares or (ii) sell, transfer, assign, dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, assignment or other disposition of, the beneficial ownership of any Covered Shares. Notwithstanding the foregoing, each Stockholder may make a transfer (a) to other persons who are affiliated with the Stockholders subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations of a Stockholder under, this Agreement, or (b) as the Parents may otherwise agree in writing in their sole discretion.

4. New Stock Election. The Stockholders agree that, as a group, they shall make valid Stock Elections with respect to a total of not less than 2,777,778 of the Covered Shares in accordance with, and subject to, the terms and conditions applicable to Stock Elections under Section 3.01 of the Agreement and Plan of Merger.

5. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to New Holdco, Parents and Mergerco as follows:

(a) such Stockholder has the power and the right to enter into, deliver and perform the terms of this Agreement;

F-2

(except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles);

(c) the Stockholders beneficially own in the aggregate at least 2,777,778 Common Shares and have sole or shared, and otherwise unrestricted, voting power (together with one or more Stockholders or their affiliates) with respect to such Common Shares;

(d) no proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Covered Shares;

6. Representations and Warranties of the Parents, Mergerco and New Holdco. Each of the Parents, Mergerco and New Holdco hereby represents and warrants to the Stockholders as follows:

(a) each of the Parents, Mergerco and New Holdco has the power and the right to enter into, deliver and perform the terms of this Agreement;

(b) this Agreement has been duly and validly executed and delivered by the Parents, Mergerco and New Holdco and (assuming this Agreement constitutes a valid and binding agreement of the Stockholders) is a legal, valid and binding agreement with respect to the Parents, Mergerco and New Holdco, enforceable against each of the Parents, Mergerco and New Holdco in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles); and

(c) the Parents have heretofore cancelled, and will not accept or enter into, any subscription agreements or understandings to acquire equity securities of New Holdco from (a) any private investment funds that were stockholders of the Company and were not limited partners or shareholders of an investment fund managed by one of the Sponsors and (b) any other investment funds that (i) were, as of the date of execution of such agreement, stockholders of the Company, (ii) were not limited partners or shareholders in an investment fund managed by one of the Sponsors, and (iii) executed such agreements after January 31, 2007;provided,however, that the foregoing shall not apply to (x) the public employee benefit plan investor that has previously

F-3

been specifically identified to one or more of the Stockholders, (y) subscription agreements executed by financing sources prior to January 31, 2007, or (z) the Amended and Restated Voting Agreement dated as of the date hereof by and among Mergerco, the Parents, New Holdco, Highfields Capital Management LP and the other named parties thereto (the “Highfields Agreement”). Such investment funds with such cancelled subscription agreements, to the extent that they continue to be stockholders of the Company, will be treated ratably with other public stockholders of the Company to the extent provided in the Agreement and Plan of Merger. The Parents, represent that, except for the Highfields Agreement they have not, and after the date of this Agreement, Parents will not, enter into any other arrangements or agreement with any such affected investment funds to acquire equity securities in New Holdco other than as provided for in the Agreement and Plan of Merger.

7. Certain FCC Matters

(a) Each Stockholder represents that (a) it is owned and controlled solely by U.S. persons, (b) that, to the extent it may be deemed to hold an attributable interest in New Holdco, the Company or any of their affiliates, it is legally qualified to hold such an attributable interest in a broadcast licensee under the regulations of the Federal Communication Commission (“FCC”) and (c) that none of (i) such Stockholder or (ii) any person holding an attributable interest in or through such Stockholder holds or will hold either (A) any attributable interest in any radio or television station or daily newspaper of general circulation (other than in the radio and television stations owned by the Company) in any market in which New Holdco, the Company or any of their affiliates has any attributable media interest, or (B) any other media interest that New Holdco determines in good faith after good faith consultation with its FCC counsel and FCC counsel for such Stockholder, reasonably could be expected to impede or delay the ability of New Holdco, the Company or their affiliates to hold or acquire interests in radio or television stations or daily newspapers of general circulation or to obtain any regulatory approval necessary or appropriate for the consummation of the transactions described in the Agreement and Plan of Merger (the interests described in (A) and (B) immediately above being referred to hereafter as “Conflicting Interests.”) The terms “attributable,” “attributable interest,” “radio and television station,” “market” and “daily newspaper of general circulation” as used in this Agreement shall be construed consistent with 47 C.F.R. § 73.3555 (or any successor provision) of the regulations of the FCC and the notes thereto, as in effect from time to time. For purposes of this Agreement, with respect to any Stockholder, the term “affiliate” shall include any person or entity controlling, controlled by or under common control with such Stockholder. In the event that a Stockholder or any person holding an attributable interest in or through such Stockholder holds or is anticipated to hold a Conflicting Interest, such Stockholder and its affiliates shall take Curative Action, as defined below. “Curative Action” means action promptly taken (but in any event within twenty (20) calendar days or such lesser period as may be necessary to avoid delay in obtaining necessary regulatory approvals) by which a party shall (A) divest or cause the divestiture of any Conflicting Interest, (B) render the Conflicting Interest non-attributable, or (C) render any interest of such party in New Holdco, the Company, and their affiliates non-attributable.

(b) If any affiliate of a Stockholder should be deemed to hold or anticipated to hold an attributable interest in New Holdco, the Company or any of their affiliates, such Stockholder and any such affiliate shall immediately notify New Holdco and shall either:

(i) certify to New Holdco in writing (a) that such affiliate is legally qualified to hold such an attributable interest in a broadcast licensee under FCC regulations and (b) that none of (i) such affiliate or (ii) any person holding an attributable interest in or through such affiliate holds or will hold a Conflicting Interest; or

(ii) if such Stockholders and such affiliate are not able or do not elect so to certify, such Stockholders and such affiliate shall take Curative Action.

(c) Each Stockholder shall furnish and certify promptly, and shall cause each of its affiliates to furnish and certify promptly, to New Holdco such information and additional information as New Holdco may reasonably request and make, in cooperation with New Holdco, such filings with or disclosures to the FCC as are applicable to persons holding attributable interests in New Holdco, the Company, or any of their affiliates. Without limiting any Stockholder’s obligations under the foregoing sentence and the other provisions of this

F-4

Section 7, New Holdco shall cooperate with the Stockholders and any affiliate of the Stockholders to minimize any request for information pursuant to Section 10.2 of the Certificate of Incorporation of New Holdco and shall consult in good faith with the Stockholders and any affiliate of the Stockholders from which any information may be sought to avoid any unnecessary burden in the obtaining of information necessary to fulfill responsibilities of New Holdco, the Company and their affiliates to monitor compliance and complete reports and other submissions as may be required from time to time by the FCC.

9. Survival of Representations and Warranties. The representations and warranties contained herein shall not be deemed waived or otherwise affected by any investigation made by the other parties hereto. The representations and warranties contained herein shall expire with, and be terminated and extinguished upon, consummation of the Merger or termination of this Agreement in accordance with the terms hereof, but no party shall be relieved for prior breach thereof.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

12. No Waivers. No waivers of any breach of this Agreement extended by New Holdco, Parents or Mergerco to the Stockholders shall be construed as a waiver of any rights or remedies of New Holdco, the Parents or Mergerco with respect to any other stockholder of the Company who has executed an agreement substantially in the form of this Agreement with respect to shares of the Company held or subsequently held by such stockholder or with respect to any subsequent breach of the Stockholder or any other such stockholder of the Company. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

13. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

14. Notices. All notices and other communications hereunder shall be in writing and shall be sufficient if sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(i) if to the Stockholders to:

Abrams Capital, LLC

222 Berkeley Street

Boston, MA 02116

Phone:(617) 646-6100

Fax:(617) 646-6150


	Attn:	David Abrams (dabrams@abramscapital.com)

Bill Wall (bwall@abramscapital.com)

F-5

(ii) if to the Parents, New Holdco or Mergerco to:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, MA 02199

Phone:(617) 516-2000

Fax:(617) 516-2010

Attn: John Connaughton

and

Thomas H. Lee Partners, L.P.
100 Federal Street
Boston, MA 02110
Phone:(617) 227-1050
Fax:(617) 227-3514
Attn: Scott Sperling

with a copy to:

Ropes & Gray LLP
One International Place
Boston, MA 02110
Phone:(617) 951-7000
Fax:(617) 951-7050
Attn: David C. Chapin

Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telex, ordinary mail or electronic mail), but no such notice of other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

15. No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto.

16. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that New Holdco and Mergerco may assign this Agreement to any direct or indirect wholly owned subsidiary of New Holdco or Mergerco, as the case may be, without the consent of the Stockholders (provided that New Holdco or Mergerco, as the case may be, shall remain liable for all of its obligations under this Agreement) and the Stockholders may assign this Agreement in connection with any permitted transfer of shares hereunder (provided that the transferee agrees in writing to be bound by the terms of this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, heirs, executors, administrators and other legal representatives, as the case may be.

F-6

19. Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of New York without giving effect to any choice or conflict of laws provision or rule.

20. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section ~~19.~~20.

~~20.~~

21. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

~~D-12~~
F-7

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by its respective duly authorized officer as of the date first written above.

STOCKHOLDERS:

ABRAMS CAPITAL PARTNERS I, LP


	By:	Pamet Capital Management, LP, its investment advisor
	By:	Pamet Capital Management, LLC, its general partner

	By:	~~STOCKHOLDERS:~~/s/ David Abrams

Name: David Abrams


	Title:	Managing Member

ABRAMS CAPITAL PARTNERS II, LP


By:	~~HIGHFIELDS CAPITAL I~~Pamet Capital Management, LP,	its investment advisor
By:	Pamet Capital Management, LLC, its general partner


	By:	~~By: Highfields Associates LLC, its General Partner~~/s/ David Abrams

Name: David Abrams


	Title:	Managing Member

WHITECREST PARTNERS, LP


By:	~~By:~~ ~~Name:~~	~~/s/ Joseph F. Mazzella~~ ~~Joseph F. Mazzella~~	Pamet Capital Management, LP, its investment advisor
By:	~~Title:~~Pamet Capital Management, LLC, its general partner

		~~Authorized Signatory~~
	By:	/s/ David Abrams

Name: David Abrams


Title:	~~HIGHFIELDS CAPITAL II LP~~

	~~By: Highfields Associates LLC, its General Partner~~

	~~By:~~ ~~Name:~~	~~/s/ Joseph F.Mazzella~~ ~~Joseph F. Mazzella~~
	~~Title:~~	~~Authorized Signatory~~

	~~HIGHFIELDS CAPITAL III LP~~

	~~By: Highfields Associates LLC, its General Partner~~

	~~By:~~ ~~Name:~~	~~/s/ Joseph F. Mazzella~~ ~~Joseph F. Mazzella~~
	~~Title:~~	~~Authorized Signatory~~

	~~HIGHFIELDS CAPITAL MANAGEMENT LP~~

	~~By:~~ ~~Name:~~	~~/s/ Joseph F. Mazzella~~ ~~Joseph F. Mazzella~~
	~~Title:~~	Managing ~~Director~~	Member

~~D-13~~
F-8

ABRAMS CAPITAL INTERNATIONAL, LTD.


By:	~~MERGERCO:~~	Pamet Capital Management, LP, its investment advisor
By:	Pamet Capital Management, LLC, its general partner


	By:	~~BT TRIPLE CROWN MERGER CO., INC.~~/s/ David Abrams

Name: David Abrams


	Title:	Managing Member

RIVA CAPITAL PARTNERS, LP


	By:	~~By:~~ ~~Name:~~Abrams Capital Management, LLC, its investment adviser

		~~/s/ Scott Sperling~~ ~~Scott Sperling~~
	By:	~~Title:~~/s/ David Abrams

Name: David Abrams

		~~Co-President~~
	Title:	Managing Member

MERGERCO:

BT TRIPLE CROWN MERGER CO., INC.


	By:	~~PARENTS:~~/s/ Scott Sperling

Name: Scott Sperling


	Title:	Co-President

PARENTS:

B TRIPLE CROWN FINCO, LLC


	By:	~~B TRIPLE CROWN FINCO, LLC~~/s/ John Connaughton

Name: John Connaughton


Title:
	~~By:~~ ~~Name:~~	~~/s/ John Connaughton~~ ~~John Connaughton~~
	~~Title:~~	Managing Director

	~~T TRIPLE CROWN FINCO, LLC~~

	~~By:~~ ~~Name:~~	~~/s/ Scott Sperling~~ ~~Scott Sperling~~
	~~Title:~~	~~Co-President~~

	~~NEW HOLDCO:~~

	~~BT TRIPLE CROWN CAPITAL HOLDINGS III, INC.~~

	~~By:~~ ~~Name:~~	~~/s/ Scott Sperling~~ ~~Scott Sperling~~
	~~Title:~~	~~President~~

~~D-14~~
F-9


	By:	~~Bain Capital Fund IX, L.P.~~ ~~By: Bain Capital Partners, IX, L.P., its General Partner~~ ~~By: Bain Capital Investors, LLC, its General Partner~~/s/ Scott Sperling

Name: Scott Sperling


	Title:	Co-President

NEW HOLDCO:

CC MEDIA HOLDINGS, INC.


	By:	~~By:~~ /s/ Scott Sperling

Name: Scott Sperling

	~~/s/ John P. Connaughton~~ ~~John P. Connaughton~~
Title:	~~Title:~~	~~Managing Director~~

	~~THOMAS H. LEE EQUITY FUND VI, L.P.~~ ~~By: THL Equity Advisors VI, LLC, its general partner~~ ~~By: Thomas H. Lee Partners, L.P., its sole member~~ ~~By: Thomas H. Lee Advisors, LLC, its general partner~~

	~~By:~~ ~~Name:~~	~~/s/ Scott M. Sperling~~ ~~Scott M. Sperling~~
	~~Title:~~	~~Co-President~~	President

~~D-15~~
F-10

ANNEX EG
~~OPINION OF GOLDMAN, SACHS & CO.~~
PERSONAL AND CONFIDENTIAL
May ~~17, 2007~~13, 2008
Board of Directors
Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, TX 78209
Madame and Gentlemen:
You have requested our opinion as to the fairness from a financial point of view to the holders of Public Shares (as defined in the Agreement (as defined below)) of the ~~$39.20~~$36.00 in cash per Public Share (the “Cash Consideration”) that holders of Public Shares can elect to receive pursuant to the Agreement and Plan of Merger, dated as of November 16, 2006 (the “Original Agreement”), by and among BT Triple Crown Merger Co., Inc., an affiliate of Bain Capital Partners, LLC (“Bain”) and Thomas H. Lee Partners, L.P. (“THLee” and, together with Bain, the “Investors”), B Triple Crown Finco, LLC, an affiliate of Bain, T Triple Crown Finco, LLC, an affiliate of THLee, CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. ~~(“New~~(the “New Holdco”), and Clear Channel Communications, Inc. (the “Company”), as amended by Amendment No. 1 thereto, dated as of April 18, 2007, and Amendment No. 2 thereto, dated as of May 17, 2007 (the “Amended Agreement”), and as further amended by Amendment No. 3 to the Amended Agreement, dated as of May 13, 2008 (“Amendment No. 3”, and together with the Amended Agreement, the “Agreement”). We understand that holders of Public Shares may elect to receive one share of Class A common stock, par value $0.001 per share ~~(the “New~~(“New Holdco Class A Common Stock”), of New Holdco in lieu of the Cash Consideration, subject to proration as set forth in the Agreement, and as to which we express no opinion, such that the maximum aggregate number of Public Shares to be converted into the right to receive New Holdco Class A Common Stock shall not exceed ~~30,612,245.~~30% of the total number of shares of capital stock of New Holdco outstanding as of the closing date of the merger contemplated by the Agreement (the “Merger”) after giving effect to the Merger and the conversion of shares contemplated by the Agreement. We also understand that, if a sufficient number of New Holdco Class A Common Stock share elections are not made, holders of Public Shares that elect Cash Consideration would be required to receive in lieu of up to $1.00 of the Cash Consideration, shares of New Holdco Class A Common Stock. We further understand that under the Agreement, if the Effective Time (as defined in the Agreement) occurs after ~~January~~November 1, 2008, the holders of Public Shares will also receive the Additional Per Share Consideration (as defined in the Agreement) in cash.
Goldman, Sachs & Co. and its affiliates ~~as part of their~~are engaged in investment banking ~~business, are continually engaged in performing~~and financial ~~analyses with respect~~advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to ~~businesses~~the Company and its affiliates and each of the Investors and their ~~securities in connection with mergers~~respective affiliates and ~~acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed~~portfolio companies, may at any time make or hold long or short positions and ~~unlisted securities, private placements and other transactions~~investments, as well as ~~for estate, corporate~~actively trade or effect transactions, in the equity, debt and other ~~purposes.~~securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Company and the respective affiliates and portfolio companies of each of the Investors for their own account and for the accounts of their customers. Affiliates of Goldman, Sachs & Co. have co-invested with each of the Investors and their respective affiliates from time to time and such affiliates of Goldman, Sachs & Co. have invested and may invest in the future in limited partnership units of affiliates of each of the Investors. We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the

G-1

transaction contemplated by the Agreement (the “Transaction”). We expect to receive fees for our services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Transaction, and the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement. In addition, at the request of the Board of Directors of the Company, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs & Co., made available a financing package to the Investors in connection with the Original Agreement. We also have provided and are currently providing certain investment banking and other financial services to the Company and its affiliates, including having acted as global coordinator and senior bookrunning manager in connection with the initial public offering of 35,000,000 shares of Class A common stock, par value $0.01 per share ~~(the “Outdoor~~(“Outdoor Class A Common Stock”), of Clear Channel Outdoor Holdings, Inc., a subsidiary of the Company (“Outdoor”), in November 2005, as financial advisor to the Company in connection with the spin-off of Live Nation, Inc., a former subsidiary of the Company, in December 2005, and as financial advisor to the Company in connection with the ~~announced~~ sale of the Company’s television assets to Providence Equity Partners Inc. In addition, at the request of the Board of Directors of the Company, Goldman Sachs Credit Partners L.P., an affiliate of Goldman, Sachs & Co., made available a financing package to the Investors in ~~connection with a potential transaction.~~March 2008.

We have provided and are currently providing certain investment banking and other financial services to THLee and its affiliates and portfolio companies, including having acted as financial advisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of THLee, in connection with its sale in December 2006, as joint lead arranger and joint

~~E-1~~

bookrunner in connection with senior secured credit facilities (aggregate principal amount $5,000,000,000) in connection with the acquisition of Aramark Corporation by THLee acting together with a consortium of private equity companies and management in January 2007, and as joint lead arranger and joint bookrunner in connection with senior secured credit facilities (aggregate principal amount $1,600,000,000) of Spectrum Brands, Inc., a portfolio company of THLee, in April 2007. We have provided and are currently providing certain investment banking and other financial services to Bain and its affiliates and portfolio companies, including having acted as lead arranger in connection with the leveraged recapitalization of Brenntag AG, a former portfolio company of Bain (“Brenntag”), in January 2006, as co-financial advisor to Brenntag in connection with its sale in September 2006, and as financial advisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of Bain, in connection with its sale in December ~~2006.~~2006; and having entered into financing commitments to provide financing to an affiliate of Bain in connection with its acquisition of Bright Horizons Family Solutions, Inc. in January 2008.

We also may provide investment banking and other financial services to the Company and its affiliates and each of the Investors and their respective affiliates and portfolio companies in the future. In connection with the above-described ~~investment banking~~ services we have received, and may receive, compensation.

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to the Company and its affiliates and each of the Investors and their respective affiliates and portfolio companies, actively trade the debt and equity securities (or related derivative securities) of the Company and the respective affiliates and portfolio companies of each of the Investors for their own account and for the accounts of their customers and at any time hold long and short positions of such securities. Affiliates of Goldman, Sachs & Co. have co-invested with each of the Investors and their respective affiliates from time to time and such affiliates of Goldman, Sachs & Co. have invested and may invest in the future in limited partnership units of affiliates of each of the Investors.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to shareholders and Annual Reports onForm 10-K of the Company for the five years ended December 31, ~~2006~~2007 and for Outdoor for the ~~two~~three years ended December 31, ~~2006;~~2007; Outdoor’s Registration Statement onForm S-1, including the prospectus contained therein, dated November 10, 2005, relating to the Outdoor Class A Common Stock; certain interim reports to shareholders and Quarterly Reports onForm 10-Q of the Company and Outdoor; certain other communications from the Company and Outdoor to their respective shareholders; and certain internal financial analyses and forecasts for the Company prepared by the management of the Company ~~which included certain assessments with respect to the likelihood of achieving such forecasts~~and approved for our use by the Company, ~~and~~which included financial analyses and forecasts for ~~Outdoor.~~Outdoor (the “Forecasts”). We also have held discussions with members of the senior managements of the Company and Outdoor regarding their assessment of the past and current business operations, financial condition and future prospects of the Company and Outdoor. In addition, we have reviewed the reported price and trading activity for the common stock, par value $0.10 per share ~~(the “Company~~(“Company Common Stock”), of the Company and the Outdoor Class A Common Stock, compared certain financial and stock market information for the Company and Outdoor with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the broadcasting and outdoor advertising industries specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as we considered appropriate.

For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, regulatory, tax and other information provided to, discussed with or reviewed by ~~us and~~us. In that regard, we have assumed ~~such accuracy~~ with your consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates

G-2

and ~~completeness for purposes~~judgments of ~~rendering this opinion.~~the management of the Company. We have also assumed, with your consent, that the transaction contemplated by the Amended Agreement may not be consummated as the Company may not be able to enforce the terms of the Amended Agreement through litigation or otherwise. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, Outdoor or any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal. Our opinion does not address any legal, regulatory, tax or accounting matters.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction or the relative merits of the Transaction as compared to any alternative transaction that might be available to the Company. This opinion addresses only the fairness from a financial point of view to the holders of Public Shares, as of the date hereof, of the Cash Consideration to be received by such holders pursuant to the Agreement. We do not express any view on, and our opinion does not address, any other term or aspect of the Agreement or Transaction, including, without limitation, the parties’ respective rights and obligations under the Amended Agreement, the decision of the Company to enter into Amendment No. 3., the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Transaction, whether relative to the Cash Consideration to be received by holders of Public Shares pursuant to the Agreement or otherwise. We express no opinion as to the impact of the Transaction on the solvency or viability of New Holdco or the ability of New Holdco to pay its obligations when they become due. We express no opinion as to the value that the Company may recover in the event that it proceeds with its existing suit against the banks that have agreed to provide financing commitments for the Transaction. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board

~~E-2~~

of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of Company Common Stock should vote or make any election with respect to such Transaction. This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

We are not expressing any opinion herein as to the value of the New Holdco Class A Common Stock or the prices at which the New Holdco Class A Common Stock may trade if and when they are issued or whether any market would develop for the New Holdco Class A Common Stock.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Cash Consideration to be received by the holders of Public Shares pursuant to the Agreement is fair from a financial point of view to such holders.

Very truly yours,

/s/ Goldman, Sachs & Co.
~~(GOLDMAN, SACHS & CO.)~~

~~E-3~~

(GOLDMAN, SACHS & CO.)

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ANNEX FH

ARTICLE ~~5.12~~5.11 — 5.13 OF THE TEXAS BUSINESS ~~CORPORATIONS~~CORPORATION ACT

~~5.12. Procedure for Dissent by Shareholders as to Said Corporate Actions~~

Art. 5.11. RIGHTS OF DISSENTING SHAREHOLDERS IN THE EVENT OF CERTAIN CORPORATE ACTIONS.

A. Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions:

(1) Any plan of merger to which the corporation is a party if shareholder approval is required by Article 5.03 or 5.16 of this Act and the shareholder holds shares of a class or series that was entitled to vote thereon as a class or otherwise;

(2) Any sale, lease, exchange or other disposition (not including any pledge, mortgage, deed of trust or trust indenture unless otherwise provided in the articles of incorporation) of all, or substantially all, the property and assets, with or without good will, of a corporation if special authorization of the shareholders is required by this Act and the shareholders hold shares of a class or series that was entitled to vote thereon as a class or otherwise;

(3) Any plan of exchange pursuant to Article 5.02 of this Act in which the shares of the corporation of the class or series held by the shareholder are to be acquired.

B. Notwithstanding the provisions of Section A of this Article, a shareholder shall not have the right to dissent from any plan of merger in which there is a single surviving or new domestic or foreign corporation, or from any plan of exchange, if:

(1) the shares, or depository receipts in respect of the shares, held by the shareholder are part of a class or series, shares, or depository receipts in respect of the shares, of which are on the record date fixed to determine the shareholders entitled to vote on the plan of merger or plan of exchange:

(a) listed on a national securities exchange;

(b) listed on the Nasdaq Stock Market (or successor quotation system) or designated as a national market security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or successor entity; or

(c) held of record by not less than 2,000 holders;

(2) the shareholder is not required by the terms of the plan of merger or plan of exchange to accept for the shareholder’s shares any consideration that is different than the consideration (other than cash in lieu of fractional shares that the shareholder would otherwise be entitled to receive) to be provided to any other holder of shares of the same class or series of shares held by such shareholder; and

(3) the shareholder is not required by the terms of the plan of merger or the plan of exchange to accept for the shareholder’s shares any consideration other than:

(a) shares, or depository receipts in respect of the shares, of a domestic or foreign corporation that, immediately after the effective time of the merger or exchange, will be part of a class or series, shares, or depository receipts in respect of the shares, of which are:

(i) listed, or authorized for listing upon official notice of issuance, on a national securities exchange;

(ii) approved for quotation as a national market security on an interdealer quotation system by the National Association of Securities Dealers, Inc., or successor entity; or

(iii) held of record by not less than 2,000 holders;

H-1

(b) cash in lieu of fractional shares otherwise entitled to be received; or

(c) any combination of the securities and cash described in Subdivisions (a) and (b) of this subsection.

Art. 5.12. PROCEDURE FOR DISSENT BY SHAREHOLDERS AS TO SAID CORPORATE ACTIONS.

A. Any shareholder of any domestic corporation who has the right to dissent from any of the corporate actions referred to in Article 5.11 of this Act may exercise that right to dissent only by complying with the following procedures:

(1)(a) With respect to proposed corporate action that is submitted to a vote of shareholders at a meeting, the shareholder shall file with the corporation, prior to the meeting, a written objection to the action, setting out that the shareholder’s right to dissent will be exercised if the action is effective and giving the shareholder’s address, to which notice thereof shall be delivered or mailed in that event. If the action is effected and the shareholder shall not have voted in favor of the action, the corporation, in the case of action other than a merger, or the surviving or new corporation (foreign or domestic) or other entity that is liable to discharge the shareholder’s right of dissent, in the case of a merger, shall, within ten (10) days after the action is effected, deliver or mail to the shareholder written notice that the action has been effected, and the shareholder may, within ten (10) days from the delivery or mailing of the notice, make written demand on the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, for payment of the fair value of the shareholder’s shares. The fair value of the shares shall be the value thereof as of the day immediately preceding the meeting, excluding any appreciation or depreciation in anticipation of the proposed action. In computing the fair value of the shares under this article, consideration must be given to the value of the corporation as a going concern without including in the computation of value any control premium, any minority discount, or any discount for lack of marketability. If the corporation has different classes or series of shares, the relative rights and preferences of and limitations placed on the class or series of shares, other than relative voting rights, held by the dissenting shareholder must be taken into account in the computation of value. The demand shall state the number and class of the shares owned by the shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder failing to make demand within the ten (10) day period shall be bound by the action.

(b) With respect to proposed corporate action that is approved pursuant to Section A of Article 9.10 of this Act, the corporation, in the case of action other than a merger, and the surviving or new corporation (foreign or domestic) or other entity that is liable to discharge the shareholder’s right of dissent, in the case of a merger, shall, within ten (10) days after the date the action is effected, mail to each shareholder of record as of the effective date of the action notice of the fact and date of the action and that the shareholder may exercise the shareholder’s right to dissent from the action. The notice shall be accompanied by a copy of this Article and any articles or documents filed by the corporation with the Secretary of State to effect the action. If the shareholder shall not have consented to the taking of the action, the shareholder may, within 20twenty (20) days after the mailing of the notice, make written demand on the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, for payment of the fair value of the shareholder’s shares. The fair value of the shares shall be the value thereof as of the date the written consent authorizing the action was delivered to the corporation pursuant to Section A of Article 9.10 of this Act, excluding any appreciation or depreciation in anticipation of the action. The demand shall state the number and class of shares owned by the dissenting shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder failing to make demand within the 20twenty (20) day period shall be bound by the action.

(2) Within 20twenty (20) days after receipt by the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, of a demand for payment made by a dissenting shareholder in accordance with Subsection (1) of this Section, the corporation (foreign or domestic) or other entity shall deliver or mail to the shareholder a written notice that shall either set out that the corporation (foreign or domestic) or other entity accepts the amount claimed in the demand and agrees to pay that amount within 90ninety (90) days after the date on which the action was effected, and, in the case of shares represented by

H-2

certificates, upon the surrender of the certificates duly endorsed, or shall contain an estimate by the corporation (foreign or domestic) or other entity of the fair value of the shares, together with an offer to pay the amount of that estimate within 90ninety (90) days after the date on which the action was effected, upon receipt of notice within 60sixty (60) days after that date from the shareholder that the shareholder agrees to accept that amount and, in the case of shares represented by certificates, upon the surrender of the certificates duly endorsed.

~~F-1~~

(3) If, within 60sixty (60) days after the date on which the corporate action was effected, the value of the shares is agreed upon between the shareholder and the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, payment for the shares shall be made within 90ninety (90) days after the date on which the action was effected and, in the case of shares represented by certificates, upon surrender of the certificates duly endorsed. Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares or in the corporation.

B. If, within the period of 60sixty (60) days after the date on which the corporate action was effected, the shareholder and the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, do not so agree, then the shareholder or the corporation (foreign or domestic) or other entity may, within 60sixty (60) days after the expiration of the 60sixty (60) day period, file a petition in any court of competent jurisdiction in the county in which the principal office of the domestic corporation is located, asking for a finding and determination of the fair value of the shareholder’s shares. Upon the filing of any such petition by the shareholder, service of a copy thereof shall be made upon the corporation (foreign or domestic) or other entity, which shall, within ten (10) days after service, file in the office of the clerk of the court in which the petition was filed a list containing the names and addresses of all shareholders of the domestic corporation who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the corporation (foreign or domestic) or other entity. If the petition shall be filed by the corporation (foreign or domestic) or other entity, the petition shall be accompanied by such a list. The clerk of the court shall give notice of the time and place fixed for the hearing of the petition by registered mail to the corporation (foreign or domestic) or other entity and to the shareholders named on the list at the addresses therein stated. The forms of the notices by mail shall be approved by the court. All shareholders thus notified and the corporation (foreign or domestic) or other entity shall thereafter be bound by the final judgment of the court.

C. After the hearing of the petition, the court shall determine the shareholders who have complied with the provisions of this Article and have become entitled to the valuation of and payment for their shares, and shall appoint one or more qualified appraisers to determine that value. The appraisers shall have power to examine any of the books and records of the corporation the shares of which they are charged with the duty of valuing, and they shall make a determination of the fair value of the shares upon such investigation as to them may seem proper. The appraisers shall also afford a reasonable opportunity to the parties interested to submit to them pertinent evidence as to the value of the shares. The appraisers shall also have such power and authority as may be conferred on Masters in Chancery by the Rules of Civil Procedure or by the order of their appointment.

D. The appraisers shall determine the fair value of the shares of the shareholders adjudged by the court to be entitled to payment for their shares and shall file their report of that value in the office of the clerk of the court. Notice of the filing of the report shall be given by the clerk to the parties in interest. The report shall be subject to exceptions to be heard before the court both upon the law and the facts. The court shall by its judgment determine the fair value of the shares of the shareholders entitled to payment for their shares and shall direct the payment of that value by the existing, surviving, or new corporation (foreign or domestic) or other entity, together with interest thereon, beginning 91 days after the date on which the applicable corporate action from which the shareholder elected to dissent was effected to the date of such judgment, to the shareholders entitled to payment. The judgment shall be payable to the holders of uncertificated shares immediately but to the holders of shares represented by certificates only upon, and simultaneously with, the surrender to the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, of duly endorsed certificates for those shares. Upon payment of the judgment, the dissenting shareholders shall cease to have any interest in those shares or in the corporation. The court shall allow the appraisers a reasonable fee as court costs, and all court costs shall be allotted between the parties in the manner that the court determines to be fair and equitable.

H-3

E. Shares acquired by the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, pursuant to the payment of the agreed value of the shares or pursuant to payment of the judgment entered for the value of the shares, as in this Article provided, shall, in the case of a merger, be treated as provided in the plan of merger and, in all other cases, may be held and disposed of by the corporation as in the case of other treasury shares.

~~F-2~~

F. The provisions of this Article shall not apply to a merger if, on the date of the filing of the articles of merger, the surviving corporation is the owner of all the outstanding shares of the other corporations, domestic or foreign, that are parties to the merger.

G. In the absence of fraud in the transaction, the remedy provided by this Article to a shareholder objecting to any corporate action referred to in Article 5.11 of this Act is the exclusive remedy for the recovery of the value of his shares or money damages to the shareholder with respect to the action. If the existing, surviving, or new corporation (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Article, any shareholder who fails to comply with the requirements of this Article shall not be entitled to bring suit for the recovery of the value of his shares or money damages to the shareholder with respect to the action.

~~F-3~~

Art. 5.13. PROVISIONS AFFECTING REMEDIES OF DISSENTING SHAREHOLDERS.

A. Any shareholder who has demanded payment for his shares in accordance with either Article 5.12 or 5.16 of this Act shall not thereafter be entitled to vote or exercise any other rights of a shareholder except the right to receive payment for his shares pursuant to the provisions of those articles and the right to maintain an appropriate action to obtain relief on the ground that the corporate action would be or was fraudulent, and the respective shares for which payment has been demanded shall not thereafter be considered outstanding for the purposes of any subsequent vote of shareholders.

B. Upon receiving a demand for payment from any dissenting shareholder, the corporation shall make an appropriate notation thereof in its shareholder records. Within twenty (20) days after demanding payment for his shares in accordance with either Article 5.12 or 5.16 of this Act, each holder of certificates representing shares so demanding payment shall submit such certificates to the corporation for notation thereon that such demand has been made. The failure of holders of certificated shares to do so shall, at the option of the corporation, terminate such shareholder’s rights under Articles 5.12 and 5.16 of this Act unless a court of competent jurisdiction for good and sufficient cause shown shall otherwise direct. If uncertificated shares for which payment has been demanded or shares represented by a certificate on which notation has been so made shall be transferred, any new certificate issued therefor shall bear similar notation together with the name of the original dissenting holder of such shares and a transferee of such shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting shareholder had after making demand for payment of the fair value thereof.

C. Any shareholder who has demanded payment for his shares in accordance with either Article 5.12 or 5.16 of this Act may withdraw such demand at any time before payment for his shares or before any petition has been filed pursuant to Article 5.12 or 5.16 of this Act asking for a finding and determination of the fair value of such shares, but no such demand may be withdrawn after such payment has been made or, unless the corporation shall consent thereto, after any such petition has been filed. If, however, such demand shall be withdrawn as hereinbefore provided, or if pursuant to Section B of this Article the corporation shall terminate the shareholder’s rights under Article 5.12 or 5.16 of this Act, as the case may be, or if no petition asking for a finding and determination of fair value of such shares by a court shall have been filed within the time provided in Article 5.12 or 5.16 of this Act, as the case may be, or if after the hearing of a petition filed pursuant to Article 5.12 or 5.16, the court shall determine that such shareholder is not entitled to the relief provided by those articles, then, in any such case, such shareholder and all persons claiming under him shall be conclusively presumed to have approved and ratified the corporate action from which he dissented and shall be bound thereby, the right of such shareholder to be paid the fair value of his shares shall cease, and his status as a shareholder shall be restored without prejudice to any corporate proceedings which may have been taken during the interim, and such shareholder shall be entitled to receive any dividends or other distributions made to shareholders in the interim.

H-4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.Indemnification of Directors and Officers.

The discussion below summarizes the material indemnification provisions of the Delaware General Corporation Law (“DGCL”) and the certificate of incorporation of Holdings that will be in effect as of the effective time of the merger.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director for any breach of the director’s duty of loyalty to the corporation or its shareholders, for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, for the payment of unlawful dividends, or for any transaction from which the director derived an improper personal benefit.

In addition, pursuant to Section 145 of the DGCL, Holdings generally has the power to indemnify its current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, Holdings’ best interests, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Holdings also has the power to purchase and maintain insurance for such directors and officers.

Holdings’ certificate of incorporation provides mandatory indemnification and, upon request, advancement of expenses to any party who is or was a director or officer of Holdings or who is or was serving as a director, officer, partner, trustee, employee or agent of another entity at the request of Holdings to the maximum extent permitted by the DGCL. Holdings’ certificate of incorporation provides that any person seeking indemnification will be deemed to have met the applicable standard of conduct set forth in the certificate of incorporation unless the contrary is established.

Item 21.Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit			Description

	2.1†		Agreement and Plan of Merger, dated as of November 16, 2006, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC (included as Annex A to the proxy statement/prospectus contained in this registration statement).

	2.2†		Amendment No. 1, dated April 18, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC (included as Annex B to the proxy statement/prospectus contained in this registration statement).

	2.3†		Amendment No. 2, dated as of May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc. (included as Annex C to the proxy statement/prospectus contained in this registration statement).

~~3.1†~~	2.4†	~~Second~~	Amendment No. 3, dated as of May 13, 2008, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007, as amended on May 17, 2007, among Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. (included as Annex D to the proxy statement/prospectus contained in this registration statement).

	3.1		Third Amended and Restated Certificate of Incorporation of ~~BT Triple Crown Capital~~CC Media Holdings ~~III,~~ Inc. ~~to be in effect~~, formerly known as ~~of the effective time of the Merger.~~

~~II-1~~


~~Exhibit~~		~~Description~~

~~3.2†~~		~~Bylaws of~~ BT Triple Crown Capital Holdings III, Inc. to be in effect as of the effective time of the Merger.

~~5.l †~~	3.2		Bylaws of CC Media Holdings, Inc. to be in effect as of the effective time of the Merger.

II-1


Exhibit			Description
	5.1		Opinion of Ropes & Gray LLP regarding the legality of the securities being registered.*

~~9.1†~~	8.1		Opinion of Ropes & Gray LLP regarding certain federal income tax consequences discussed in this registration statement.*

	9.1		Amended and Restated Voting Agreement, dated as of May ~~26, 2007,~~13, 2008, by and among ~~BT Triple Crown Merger Co.,~~CC Media Holdings, Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc., and Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP, and Highfields Capital Management LP (included as Annex DE to the proxy statement/prospectus contained in this registration statement).

~~23.1†~~	9.2		Voting Agreement , dated as of May 13, 2008, by and among CC Media Holdings, Inc., B Triple Crown Financing, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc., Abrams Capital Partners I, LP, Abrams Capital II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. And Riva Capital Partners, LP. (included as Annex F to the proxy statement/prospectus contained in this registration statement).

	10.1		Letter Agreement dated May 17, 2007, between B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, L. Lowry Mays, Mark P. Mays and Randall T. Mays.

	10.2		Credit Agreement, dated May 13, 2008 among BT Triple Crown Merger Co., Inc., the Subsidiary Co-Borrowers party thereto, the Foreign Subsidiary Revolving Borrowers party thereto, Clear Channel Capital I, LLC, Citibank, N.A., Deutsche Bank AG New York Branch, and the other lenders party thereto, with Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, Credit Suisse, Cayman Islands Branch, The Royal Bank of Scotland PLC and Wachovia Capital Markets, LLC, as Co-Documentation Agents, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners.

	10.3		Credit Agreement, dated May 13, 2008 among BT Triple Crown Merger Co., Inc., the Several Subsidiary Borrowers party thereto, Clear Channel Capital I, LLC, Citibank, N.A., Deutsche Bank Trust Company Americas, and the other lenders party thereto, with Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, Credit Suisse, Cayman Islands Branch, The Royal Bank of Scotland PLC and Wachovia Capital Markets, LLC, as Co-Documentation Agents, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners.

	10.4		Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown MergerCo., Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC; $980,000,000 10.75% Senior Cash Pay Notes due 2016, $1,330,000,000 11.00%/11.75% Senior Toggle Notes due 2016.

	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Clear Channel Communications, Inc.

~~23.2†~~	23.2		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1 and Exhibit 8.1 to this registration statement).

~~24.1†~~	24.1		Powers of Attorney of Directors and Officers of the registrant (included on registration statement signature page).

~~99.1†~~	99.1		Consent of Goldman, Sachs & Co.

	99.2		Form of Clear Channel Communications, Inc. Proxy ~~Card~~Card*

~~99.2†~~	99.3	~~Consent~~	Form of ~~Goldman, Sachs & Co.~~Election (for use by holders of Clear Channel Communications, Inc. common stock)*


†		~~Filed herewith.~~Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
*		To be filed by amendment.

II-2

Item 22.Undertakings.

~~(a)~~ The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof.~~thereof;

~~(2)~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~(b)~~(4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

~~(d) (1)~~(5) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to

~~II-2~~

reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

~~(2)~~(6) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph 1 immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(e)~~(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling

II-3

precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

~~(f)~~ The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

~~(g)~~ The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

~~II-3~~

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on ~~May 30, 2007.~~June 2, 2008.


		~~BT Triple Crown Capital~~CC Media Holdings, ~~III,~~ Inc.

By:		/s/ Scott M. Sperling

Name:	Scott M. Sperling
Title: ~~President~~	President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Brizius and Ed Han, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Scott M. Sperling ~~Scott M. Sperling~~	President and Director ~~(Principal Executive Officer and Principal Accounting Officer)~~	~~May 30, 2007~~June 2, 2008

~~/s/ Steve Barnes~~ ~~Steve Barnes~~ Scott M. Sperling	~~Director~~(Principal Executive Officer)	~~May 30, 2007~~

/s/ ~~Richard J. Bressler~~ ~~Richard J. Bressler~~ Scott M. Sperling	President and Director	~~May 30, 2007~~June 2, 2008

~~/s/ Charles A. Brizius~~ ~~Charles A. Brizius~~ Scott M. Sperling	~~Director~~(Principal Accounting Officer)	~~May 30, 2007~~

/s/ Scott M. Sperling	President and Director	June 2, 2008

Scott M. Sperling	(Principal Financial Officer)

/s/ John Connaughton ~~John Connaughton~~	Director	~~May 30, 2007~~June 2, 2008

John Connaughton

/s/ Steve Barnes	Director	June 2, 2008

Steve Barnes

/s/ Richard J. Bressler	Director	June 2, 2008

Richard J. Bressler

/s/ Charles A. Brizius	Director	June 2, 2008

Charles A. Brizius

II-4


Signature	Title	Date

/s/ Ed Han	Director	June 2, 2008

Ed Han
~~Ed Han~~
/s/ Ian K. Loring	Director	~~May 30, 2007~~June 2, 2008
~~/s/~~
Ian K. Loring
~~Ian K. Loring~~
/s/ Kent R. Weldon	Director	~~May 30, 2007~~June 2, 2008
~~/s/~~
Kent R. Weldon
~~Kent R. Weldon~~	~~Director~~	~~May 30, 2007~~

II-5

EXHIBIT INDEX


Exhibit			Description

	2.1†		Agreement and Plan of Merger, dated as of November 16, 2006, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC (included as Annex A to the proxy statement/prospectus contained in this registration statement).

	2.2†		Amendment No. 1, dated April 18, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC (included as Annex B to the proxy statement/prospectus contained in this registration statement).

	2.3†		Amendment No. 2, dated as of May 17, 2007, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007, among ~~the~~ Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc. (included as Annex C to the proxy statement/prospectus contained in this registration statement).

~~3.1†~~	2.4†	~~Second~~	Amendment No. 3, dated as of May 13, 2008, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007, as amended on May 17, 2007, among Clear Channel Communications, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, and CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. (included as Annex D to the proxy statement/prospectus contained in this registration statement).

	3.1		Third Amended and Restated Certificate of Incorporation of CC Media Holdings Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. to be in effect as of the effective time of the Merger.

~~3.2†~~	3.2		Bylaws of ~~BT Triple Crown Capital~~CC Media Holdings, ~~III,~~ Inc. to be in effect as of the effective time of the Merger.

~~5.1†~~	5.1		Opinion of Ropes & Gray LLP regarding the legality of the securities being registered.*

~~9.1†~~	8.1		Opinion of Ropes & Gray LLP regarding certain federal income tax consequences discussed in this registration statement.*

	9.1		Amended and Restated Voting Agreement, dated as of May ~~26, 2007,~~13, 2008, by and among ~~BT Triple Crown Merger Co.,~~CC Media Holdings, Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc., and Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP, and Highfields Capital Management LP (included as Annex DE to the proxy statement/prospectus contained in this registration statement).

~~23.l†~~	9.2		Voting Agreement , dated as of May 13, 2008, by and among CC Media Holdings, Inc., B Triple Crown Financing, LLC, T Triple Crown Finco, LLC, BT Triple Crown Capital Holdings III, Inc., Abrams Capital Partners I, LP, Abrams Capital II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. And Riva Capital Partners, LP. (included as Annex F to the proxy statement/prospectus contained in this registration statement).

	10.1		Letter Agreement dated May 17, 2007, between B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, L. Lowry Mays, Mark P. Mays and Randall T. Mays.

	10.2		Credit Agreement, dated May 13, 2008 among BT Triple Crown Merger Co., Inc., the Subsidiary Co-Borrowers party thereto, the Foreign Subsidiary Revolving Borrowers party thereto, Clear Channel Capital I, LLC, Citibank, N.A., Deutsche Bank AG New York Branch, and the other lenders party thereto, with Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, Credit Suisse, Cayman Islands Branch, The Royal Bank of Scotland PLC and Wachovia Capital Markets, LLC, as Co-Documentation Agents, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners.

	10.3		Credit Agreement, dated May 13, 2008 among BT Triple Crown Merger Co., Inc., the Several Subsidiary Borrowers party thereto, Clear Channel Capital I, LLC, Citibank, N.A., Deutsche Bank Trust Company Americas, and the other lenders party thereto, with Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, Credit Suisse, Cayman Islands Branch, The Royal Bank of Scotland PLC and Wachovia Capital Markets, LLC, as Co-Documentation Agents, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners.

	10.4		Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown MergerCo., Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC; $980,000,000 10.75% Senior Cash Pay Notes due 2016, $1,330,000,000 11.00%/11.75% Senior Toggle Notes due 2016.

	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Clear Channel Communications, Inc.

~~23.2†~~	23.2		Consent of Ropes & Gray LLP (included in the ~~opinion~~opinions filed as Exhibit 5.1 and Exhibit 8.1 to this registration statement).

II-6


~~24.l†~~Exhibit			Description
	24.1		Powers of Attorney of Directors and Officers of the registrant (included on registration statement signature page).

~~99.1†~~	99.1		Consent of Goldman, Sachs & Co.

	99.2		Form of Clear Channel Communications, Inc. Proxy ~~Card~~Card*

~~99.2†~~	99.3	~~Consent~~	Form of ~~Goldman, Sachs & Co.~~Election (for use by holders of Clear Channel Communications, Inc. common stock)*


†		~~Filed herewith.~~
Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
*		To be filed by ~~amendment~~amendment.

~~II-6~~

II-7


Delaware	4832	26-0241222
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	~~4832~~ ~~(Primary Standard Industrial~~ Classification Code Number)	~~26-0241222~~ ~~(I.R.S. Employer~~ Identification Number)


Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer þ	Smaller Reporting Company o


	By Order of the Board of Directors
	/s/ Andrew W. Levin
	Andrew W. Levin
	Executive Vice President, Chief Legal Officer, and Secretary


	Page
REFERENCES TO ADDITIONAL INFORMATION		1
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION		1412
SUMMARY		1513
The Parties to the Merger		1513
The Merger		1614
Effects of the Merger		1814
~~The Special Meeting~~Determination of ~~Shareholders~~the Board of Directors		1815
~~Timing and Likelihood~~Determination of ~~Closing~~		20
~~Determinations of the Board of Directors and~~ the Special Advisory Committee		2015
Interests of Clear Channel’s Directors and Executive Officers in the Merger		2215
Opinion of Clear Channel’s Financial Advisor		2216
Financing		2316
Regulatory Approvals		24
~~Procedure for Receiving the Merger Consideration~~		2417
Material United States Federal Income Tax Consequences		2518
Conditions to the Merger		2619
Solicitation of Alternative Proposals		2720
Termination		2921
Termination Fees		3022
Limited Guarantee of the Sponsors		3324
Transaction Fees and Certain Affiliate Transactions		3324
~~Letter Agreements~~Settlement Agreement		3324
Escrow Agreement		25
Clear Channel’s Stock Price		3326
Shares Held by Directors and Executive Officers		3426
Dissenters’ Rights of Appraisal		3426
Stock Exchange Listing		3426
Resale of Holdings Class A Common Stock		3427
Holdings Stockholders Agreement		27
Description of Holdings’ Capital Stock		3427
Comparison of Shareholder Rights		3528
Management of Holdings		3528
RISK FACTORS		3630
Risks Relating to the Merger		3630
Risks Relating to Ownership of Holdings Class A Common Stock		3832
Risks Relating to Clear Channel’s Business		36
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA		4842
Clear Channel Summary Historical Consolidated Financial Data		4842
Unaudited Pro Forma Condensed Consolidated Financial Data		5244
CONTRACTUAL OBLIGATIONS; INDEBTEDNESS AND DIVIDEND POLICY FOLLOWING THE MERGER		56
Contractual Obligations		6456
Indebtedness		6457
Dividend Policy		6558
DESCRIPTION OF BUSINESS OF HOLDINGS		6658
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ~~BT TRIPLE CROWN CAPITAL~~CC MEDIA HOLDINGS, ~~III,~~ INC.		6658
BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS		6658
~~THE PARTIES TO THE MERGER~~Current Board of Directors and Executive Officers		6958
~~BT Triple Crown Capital Holdings III, Inc.~~Anticipated Board of Directors and Executive Officers		6958
~~Clear Channel Communications, Inc.~~Biographies		6959
~~B Triple Crown Finco, LLC and T Triple Crown Finco, LLC~~Committees of the Board of Directors		6961
~~BT Triple Crown Merger Co., Inc.~~Director Compensation		7061
~~THE SPECIAL MEETING OF SHAREHOLDERS~~Compensation and Governance Committee Interlocks and Insider Participation		7061
Independence of Directors		61
Compensation of our Named Executive Officers		62


	Page
Compensation Discussion and Analysis		62
Introduction		62
Overview and Objectives of Holdings’ Compensation Program		62
Compensation Practices		63
Elements of Compensation		63
Base Salary		64
Annual Incentive Bonus		64
Long-Term Incentive Compensation		65
Executive Benefits and Perquisites		65
Change-in-Control and Severance Arrangements		65
Tax and Accounting Treatment		66
Deductibility of Executive Compensation		66
Corporate Services Agreement		66
Employment Agreements with Named Executive Officers		66
Potential Post-Employment Payments		68
Holdings Equity Incentive Plan		72
THE PARTIES TO THE MERGER		72
CC Media Holdings, Inc.		72
Clear Channel Communications, Inc.		72
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC		72
BT Triple Crown Merger Co., Inc.		73
THE SPECIAL MEETING OF SHAREHOLDERS		73
Time, Place and Purpose of the Special Meeting		7073
Who Can Vote at the Special Meeting		7073
Vote Required for Approval and Adoption of the Merger Agreement; Quorum		7073
Voting By Proxy		7074
Submitting Proxies Via the Internet or by Telephone		7175
Adjournments or Postponements		7175
THE MERGER		7276
Background of the Merger		7278
Reasons for the Merger		90100
Determination of the Board of Directors		90100
Determination of the Special Advisory Committee		94104
The Amended Merger Agreement		105
Determination of the Board of Directors		105
Recommendation of the Clear Channel Board of Directors		94107
Interests of Clear Channel’s Directors and Executive Officers in the Merger		95107
Treatment of Clear Channel Stock Options		95107
Treatment of Clear Channel Restricted Stock		96108
Severance		97108
Equity Rollover		98110
New Equity Incentive Plan		99111
New Employment Agreements		99111
Board of Director Representations		~~100~~112
Indemnification and Insurance		~~100~~112
Voting ~~Agreement~~Agreements		~~100~~113
CERTAIN AFFILIATE TRANSACTIONS		~~102~~116
FINANCING		~~103~~117
Financing of the Merger		~~103~~117
Equity Financing		~~104~~117
Debt Financing		~~104~~118
~~OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR~~Senior Secured Credit Facilities		~~106~~118
~~Present Value of Transaction Price Analysis~~Overview		~~107~~118
~~Analysis at Various Prices~~		~~108~~
~~Present Value of Future Stock Price Analysis~~		~~109~~
~~Discounted Cash Flow Analysis~~		~~109~~
~~Recapitalization Analysis~~		~~109~~
~~Sum-of-the-Parts Analyses~~		~~109~~
~~Miscellaneous~~		~~110~~
~~MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES~~		~~113~~
~~United States Federal Income Tax Consequnces to Clear Channel Shareholders~~		~~113~~
~~ACCOUNTING TREATMENT OF TRANSACTION~~		~~116~~
~~REGULATORY APPROVALS~~		~~116~~
~~Hart-Scott-Rodino~~		~~116~~
~~FCC Regulations~~		~~116~~
~~Other~~		~~116~~
~~STOCK EXCHANGE LISTING~~		~~117~~
~~RESALE OF HOLDINGS CLASS A COMMON STOCK~~		~~117~~
~~MERGER RELATED LITIGATION~~		~~117~~
~~THE MERGER AGREEMENT~~Interest Rate and Fees		119
~~Effective Time; Marketing Period~~Prepayments		119
~~Effects~~Amortization of ~~the Merger; Structure~~Term Loans		120
~~Rollover by Shareholders~~		~~120~~
~~Treatment of Common Stock and Other Securities~~		~~121~~
~~Clear Channel Common Stock~~		~~121~~
~~Clear Channel Stock Options~~		~~123~~
~~Clear Channel Restricted Stock~~		~~123~~
~~Election Procedures~~		~~123~~
~~Proration Procedures~~		~~124~~
~~Exchange and Payment Procedures~~		~~124~~
~~Representations and Warranties~~		~~125~~


John P. Connaughton ~~Bain Capital, LLC~~ ~~111 Huntington Avenue~~ ~~Boston, MA 02199~~ ~~(617) 516-2000~~		Scott M. Sperling
Bain Capital Partners, LLC		Thomas H. Lee Partners, L.P.
111 Huntington Avenue		100 Federal Street
Boston, MA 02199		Boston, MA 02110
(617) 516-2000		(617) 227-1050


Andrew W. Levin ~~Executive Vice President, Chief Legal~~ ~~Officer and Secretary~~ ~~Clear Channel Communications, Inc.~~ ~~200 East Basse~~ ~~San Antonio, TX 78209~~ ~~(210) 822-2828~~	C.N. Franklin Reddick, Esq.	David C. Chapin, Esq.
Executive Vice President,	Akin Gump Strauss Hauer & Feld LLP	Ropes & Gray LLP
Chief Legal Officer and Secretary	2029 Century Park East, Suite 2400	One International Place
Clear Channel Communications, Inc.	Los Angeles, CA 90067 ~~(310) 229-1000~~	~~David C. Chapin, Esq.~~ ~~Ropes & Gray LLP~~ ~~One International Place~~ Boston, MA 02110
200 East Basse	(310) 229-1000	(617) 951-7000
San Antonio, TX 78209
(210) 822-2828



(1)		Represents the maximum number of shares of Class A common stock, par value $0.001 per share, of ~~BT Triple Crown Capital~~CC Media Holdings, ~~III,~~ Inc. (“Holdings”) to be issued upon the completion of the merger (as described in the accompanying proxy statement/prospectus) in respect of shares of common stock, par value $0.10 per share, of Clear Channel Communications, Inc. (“Clear Channel”) reduced by the 30,612,245 shares of Class A common stock that Holdings previously registered on its registration statement on Form S-4 as amended (File No. 333-143349) initially filed with the Securities and Exchange Commission on May 30, 2007 (the “Prior Registration Statement”).

(2)		Pursuant to rules 457(f) and 457(c) under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (i) the product obtained by multiplying (A) ~~$38.10~~$34.89 (the average of the high and low prices of Clear Channel common stock on May ~~22, 2007)~~27, 2008), by (B) ~~506,377,284~~504,074,561 shares of Clear Channel common stock (estimated number of shares of Clear Channel common stock to be cancelled in the merger including ~~9,719,066~~6,057,487 shares of Clear Channel common stock subject to options which would currently be convertible in the merger), minus ~~$18,092,974,520~~$16,905,220,962 (the estimated amount of cash to be paid by the registrant to Clear Channel shareholders in the merger).

(3)		Determined in accordance with Section 6(b) of the Securities Act at a rate equal to ~~$30.70~~$39.30 per $1,000,000 of the proposed maximum aggregate offering price.

(4)		Reflects a total fee of ~~$36,840~~$26,800 payable hereunder offset in accordance with Rule 0-11(a)(2) of the Securities and Exchange Act of 1934, as amended by the fee previously paid in connection with the preliminary proxy statement on Schedule 14A filed on December 15, 2006 by Clear Channel.


		Page
Collateral and Guarantees			120
Conditions and Termination			120
Certain Covenants and Events of Default			121
Receivables Based Credit Facility			122
Overview			122
Interest Rate and Fees			122
Prepayments			123
Collateral and Guarantees			123
Senior Notes due 2016			123
Guarantees and Ranking			123
Interest Rate and Payment			124
Optional Redemption			124
Special Redemption			124
Optional Redemption After Certain Equity Offerings			125
Change of Control			125
Asset Sale Proceeds			125
Certain Covenants			125
Conditions and Termination			125
Events of Default			126
Registration Rights			126
OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR			127
Present Value of Transaction Price Analysis			128
Analysis at Various Prices			129
Present Value of Future Stock Price Analysis			129
Discounted Cash Flow Analysis			130
Sum-of-the-Parts Analysis			132
Miscellaneous			132
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			135
Material United States Federal Income Tax Consequences to U.S. Holders			136
ACCOUNTING TREATMENT OF TRANSACTION			138
REGULATORY APPROVALS			138
Hart-Scott-Rodino			138
FCC Regulations			138
Other			139
STOCK EXCHANGE LISTING	��		139
RESALE OF HOLDINGS CLASS A COMMON STOCK			139
MERGER RELATED LITIGATION			139
THE MERGER AGREEMENT			140
Effective Time			141
Effects of the Merger; Structure			141
Rollover by Shareholders			141
Treatment of Common Stock and Other Securities			142
Clear Channel Common Stock			142
Clear Channel Stock Options			142
Clear Channel Restricted Stock			143
Election Procedures			143
Proration Procedures			144
Additional Equity Consideration			145
Exchange and Payment Procedures; Shareholder Rules			145
Representations and Warranties			146
Conduct of Clear Channel’s Business Pending the Merger			~~129~~149
FCC Matters			~~131~~151
Shareholders’ Meeting			~~131~~151
Appropriate Actions			~~132~~151
Access to Information			~~132~~152
Solicitation of Alternative Proposals			~~133~~
~~Indemnification; Directors’ and Officers’ Insurance~~			~~135~~
~~Employee Benefit Plans~~			~~136~~
~~Financing~~			~~136~~
~~Independent Directors~~			~~137~~
~~Transaction Fees~~			~~138~~
~~Conduct of the Fincos’ Business Pending the Merger~~			~~138~~
~~Registration~~			~~138~~
~~Conditions to the Merger~~			~~138~~
~~Termination~~			~~140~~
~~Termination Fees~~			~~141~~
~~Clear Channel Termination Fee~~			~~141~~
~~Merger Sub Termination Fee~~			~~142~~
~~Amendment and Waiver~~			~~143~~
~~Limited Guarantees~~			~~143~~
~~Letter Agreements~~			~~143~~
~~MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA~~			~~144~~
~~DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK~~			~~144~~
~~SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~			~~145~~
~~HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER~~			~~147~~
~~DESCRIPTION OF HOLDINGS’ CAPITAL STOCK~~			~~147~~
~~Capitalization~~			~~147~~
~~Voting Rights and Powers~~			~~147~~
~~Dividends~~			~~148~~
~~Distribution of Assets Upon Liquidation~~			~~148~~
~~Split, Subdivision or Combination~~			~~148~~
~~Conversion~~			~~148~~
~~Certain Voting Rights~~			~~149~~
~~Change in Number of Shares Authorized~~			~~149~~
~~Restrictions on Stock Ownership or Transfer~~			~~149~~
~~Requests for Information~~			~~149~~
~~Denial of Rights, Refusal to Transfer~~			~~149~~
~~COMPARISON OF SHAREHOLDER RIGHTS~~			~~151~~
~~Merger~~			~~151~~
~~Voting on Sale of Assets~~			152
~~Antitakeover Provisions~~			~~152~~
~~Amendment of Certificate of Incorporation~~			~~153~~
~~Amendment of Bylaws~~			~~153~~
~~Appraisal Rights~~			~~153~~
~~Special Meetings~~			~~154~~
~~Actions Without a Meeting~~			~~154~~
~~Nomination of Director Candidates by Shareholders~~			~~154~~
~~Number of Directors~~			~~154~~
~~Election of Directors~~			~~155~~
~~Vacancies~~			~~155~~
~~Limitation of Liability of Directors~~			~~155~~
~~Indemnification of Officers and Directors~~			~~156~~
~~Removal of Directors~~			~~157~~
~~Dividends and Repurchases of Shares~~			~~157~~
~~Preemptive Rights~~			~~158~~
~~Inspection of Books and Records~~			~~158~~


	Page
Indemnification; Directors’ and Officers’ Insurance		154
Employee Benefit Plans		155
Financing		155
Independent Directors		156
Transaction Fees		156
Conduct of the Fincos’ Business Pending the Merger		156
Registration		156
Conditions to the Merger		157
Termination		158
Termination Fees		158
Clear Channel Termination Fee		158
Merger Sub Termination Fee		160
Amendment and Waiver		161
Limited Guarantees		161
SETTLEMENT AND ESCROW AGREEMENTS		162
Settlement Agreement		162
Agreement to Fund		162
Escrow Funding		162
Termination of Actions and Release of Claims		162
Certain Enforcement Rights		163
No Admission		163
Escrow Agreement		163
Escrow Deposits		163
Disbursements		164
Shares Subject to the Stock Election		164
At the Closing of the Merger		164
Termination of Merger Agreement		165
Termination when there is a Company Breach or Buyer Breach		165
Termination due to Failure to Obtain Shareholder Approval or when there is not a Company Breach or Buyer Breach		166
MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA		168
DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK		168
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		169
HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER		171
STOCKHOLDERS AGREEMENT		171
Parties		171
Voting Agreements		171
Transfer Restrictions		172
Drag-Along Rights		172
“Tag-Along” and Other Sale Rights		172
Effect of Termination of Employment		172
Participation Rights in Future Issuances		173
Registration Rights		173
Withdrawal		174
DESCRIPTION OF HOLDINGS’ CAPITAL STOCK		174
Capitalization		174
Voting Rights and Powers		174
Dividends		174
Distribution of Assets Upon Liquidation		175
Split, Subdivision or Combination		175
Conversion		175
Certain Voting Rights		175
Change in Number of Shares Authorized		175
Restrictions on Stock Ownership or Transfer		176
Requests for Information		176
Denial of Rights, Refusal to Transfer		176


	Page
COMPARISON OF SHAREHOLDER RIGHTS		177
Merger		178
Voting on Sale of Assets		178
Antitakeover Provisions		178
Amendment of Certificate of Incorporation		179
Amendment of Bylaws		179
Appraisal Rights		180
Special Meetings		180
Actions Without a Meeting		180
Nomination of Director Candidates by Shareholders		180
Number of Directors		181
Election of Directors		181
Vacancies		181
Limitation of Liability of Directors		182
Indemnification of Officers and Directors		182
Removal of Directors		183
Dividends and Repurchases of Shares		183
Preemptive Rights		184
Inspection of Books and Records		184
DISSENTERS’ RIGHTS OF APPRAISAL		~~158~~184
LEGAL MATTERS		~~161~~186
EXPERTS		~~161~~187
OTHER MATTERS		~~161~~187
Other Business at the Special Meeting		~~161~~187
Multiple Shareholders Sharing One Address		~~161~~187
WHERE YOU CAN FIND ADDITIONAL INFORMATION		~~161~~187
INDEX TO ANNEXES		189

Annex A –— Agreement and Plan of Merger		A-1
Annex B –— Amendment No. 1		B-1
Annex C –— Amendment No. 2		C-1
Annex D ~~– Voting Agreement~~— Amendment No. 3		D-1
Annex E ~~– Opinion of Goldman, Sachs & Co.~~— Highfields Amended and Restated Voting Agreement		E-1
Annex F ~~– Article 5.12 of the Texas Business Corporations Act~~— Abrams Voting Agreement		F-1
Annex G — Opinion of Goldman, Sachs & Co.		G-1
Annex H — Articles 5.11-5.13 of the Texas Business Corporation Act		H-1
~~Second~~Third Amended and Restated Certificate of Incorporation
Bylaws
~~Opinion of Ropes & Gray LLP~~Letter Agreement
Credit Agreement
Credit Agreement
Purchase Agreement
Consent of Ernst & Young LLP
~~Form of Proxy Card~~
Consent of Goldman, Sachs & Co.


Clear Channel Communications, Inc.		Innisfree M&A Incorporated
200 East Basse Road		501 Madison Avenue
San Antonio, TX 78209		20th Floor
(210) 832-3315		New York, NY 10022
Attention: Investor Relations Department		~~Innisfree M&A Incorporated~~ ~~501 Madison Avenue~~ ~~20th Floor~~ ~~New York, NY 10022~~ (877) 456-3427

Q:		What is the proposed transaction?

A:		The proposed transaction is the merger of Clear Channel with BT Triple Crown Merger Co., Inc. (“Merger Sub”), an entity formed by B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (the “Fincos”) pursuant to the Agreement and Plan of Merger, dated as of November 16, 2006, among Clear Channel, Merger Sub, and the Fincos, as amended by Amendment No. 1 (“Amendment No. 1”), dated April 18, 2007, among Clear Channel, Merger Sub and the Fincos, and as further amended by Amendment No. 2 (“Amendment No. 2”), dated as of May 17, 2007, among Clear Channel, Merger Sub, the Fincos and Holdings. Unless the context requires otherwise, in this proxy statement/prospectus, we refer to the merger agreement, prior to amendment as the “original merger agreement,” and the original merger agreement as amended by Amendment No. 1 and Amendment No. 2, as the “merger agreement” and the merger contemplated by the merger agreement as the “merger.” The Fincos werea company formed by private equity funds sponsored by Bain Capital Partners, LLC orand Thomas H. Lee Partners, L.P. ~~(the “Sponsors”), solely for~~In the ~~purpose of entering into the~~ merger, agreement and consummating the transactions contemplated by the merger agreement. If the merger agreement is adopted by Clear Channel’s shareholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into Clear ~~Channel. Pursuant to the merger agreement~~Channel and Clear Channel will be the surviving corporation ~~in the merger~~ and will become an indirect ~~wholly owned~~wholly-owned subsidiary of Holdings. ~~Assuming that 100%~~Depending upon the number of ~~the~~ shares of Class A common stock of Holdings ~~available for issuance~~which shareholders and optionholders elect to receive in the merger ~~are actually~~as part of the Merger Consideration (as defined below) and assuming that no Additional Equity Consideration (as defined below) is issued, ~~unaffiliated shareholders and optionholders of Clear Channel will own approximately~~up to 30% of the outstanding capital stock and voting power of Holdings will be held by former Clear Channel shareholders and optionholders immediately following the ~~merger. Merger Sub was formed by the Sponsors solely for the purpose~~merger as a result of ~~entering into the merger. Holdings was formed by the Sponsors solely for the purpose of acquiring Clear Channel.~~Stock Elections (as defined below).

Q:		What will I receive for my shares of Clear Channel common stock in the merger?

A:		Each holder of Public Shares and Net Electing Option Shares (each as defined below) will have the right to select the form of merger consideration it will receive upon completion of the merger by electingYou may elect one of the following options for each ~~Public Share and each Net Electing Option Share it holds:~~share of Clear Channel common stock you hold on the record date:

		Option 1 (a(which we refer to as a “Cash Election”):~~$39.20~~ $36.00 per share cash consideration, without interest ~~(the~~(which we refer to as the “Cash Consideration”); or

		Option 2 (a(which we refer to as a “Stock Election”):one share of Class A common stock of Holdings ~~(the~~(which we refer to as the “Stock Consideration”).

		~~In this proxy statement/prospectus, all references to “Public Shares” refer to all outstanding shares of the common stock, par value $0.10 per~~You may make a Cash Election or Stock Election (on a share-by-share basis) for each share of Clear Channel ~~including restricted~~common stock you own as of the record date (including shares ~~issued under Clear Channel’s employee incentive plans, excluding (i) shares held in~~issuable on conversion of outstanding options), subject to the ~~treasury of~~procedures, deadlines, prorations, Individual Cap and Additional Equity Consideration described below.

		A Stock Election is purely voluntary. You are not required to make a Stock Election. A Stock Election is an investment decision which involves significant risks.The Clear Channel ~~or owned by Merger Sub or~~board of directors makes no recommendation as to whether you should make a Stock Election and makes no recommendation regarding the Class A common stock of Holdings.For a discussion of risks associated with the ownership of Holdings ~~immediately prior to the Effective Time (as defined below), (ii) shares held by~~Class A common stock see “Risk Factors” beginning on page 30 of this proxy statement/prospectus.

		~~shareholders who do not vote~~Other than with respect to 580,356 shares of Clear Channel common stock held by L. Lowry Mays and LLM Partners, Ltd. which will be held in ~~favor~~escrow pursuant to the terms of ~~the adoption~~an escrow agreement described in more detail below and exchanged for Class A common stock of ~~the merger agreement~~Holdings, shares and ~~who properly demand and perfect appraisal rights in accordance with Texas law, if any, and (iii) equity securities which are subject to agreements between certain~~options held by directors or employees of Clear Channel ~~and the Fincos pursuant~~who have separately agreed to ~~which~~convert such shares ~~and~~or options ~~are to be converted~~ into equity securities of Holdings in the merger (“Rollover Shares”). In this proxy statement/prospectus all references to “Net Electing Option Shares” refer to the aggregate number of shares of Clear Channel common stock which would be issuable in the event the options to purchase Clear Channel common stock (the “Clear Channel stock options”) were exercised net of a number of option shares having a value (based on the Cash Consideration) equal to the exercise price for such option shares (i.e., paying the exercise price of the Clear Channel stock options using the value of the shares of Clear Channel common stock underlying such Clear Channel stock options) and any required tax withholding.

		The number of shares of Holdings Class A common stock issuable both in the aggregate and to any individual shareholder or optionholder in the merger are subject to certain limitations and prorations described below. If you make a Stock Election, you will not receive any fractional shares in the merger. Instead, you will be paid cash for any fractional shares you would have otherwise received as Stock Consideration based upon the Cash Consideration price of $39.20 per share, taking into account all Public Shares and all Net Electing Option Shares for which you elected Stock Consideration.

		~~Except for the Rollover Shares, which~~ will not affect the number of shares of Holdings Class A common stock available for issuance of Stock Consideration, each of L. Lowry Mays, Mark P. Mays, Randall T. Mays and each other member of Clear Channel’s board of directors has entered into a separate agreement whereby they have agreed to exchange all Clear Channel commonas stock Clear Channel stock options and restricted stock awards which they beneficially hold for the Cash Consideration. See “The Merger—Interests of Clear Channel’s Directors and Executive Officers in the Merger” beginning on page 95.consideration.

		In ~~addition, regardless~~limited circumstances described in more detail below, shareholders electing to receive cash consideration for some or all of ~~whether you~~their shares, on a pro rata basis, will be issued shares of Holdings Class A common stock in exchange for some of their shares of Clear Channel common stock for which they make a ~~Stock or~~ Cash Election, ifup to a cap of 1/36th of the total number of shares of Clear Channel common stock for which such shareholder makes a Cash Election (rounded down to the nearest whole share). We refer to this as the “Additional Equity Consideration.”

Q:		Can I make a Cash Election for a portion of my shares of Clear Channel common stock and a Stock Election for my remaining shares of Clear Channel common stock?

A:		You may make your election on a share-by-share basis. As a result, you can make a Cash Election or Stock Election for all or any portion of your shares of Clear Channel common stock.

Q:		The Board earlier approved a transaction involving the same parties at a higher price. Why did the board decide to accept the revised offer from the private equity group and not continue the proceedings in court?

A:		Under the terms of the merger ~~occurs after January 1, 2008, you will also~~agreement, as amended through the second amendment, Clear Channel had no contractual right to require the Sponsors (as defined below), Banks (as defined below), Merger Sub, Holdings or the Fincos to perform their respective obligations under the merger agreement or the equity or debt financing agreements. Clear Channel’s rights under the merger agreement were limited to a right to receive ~~an additional cash payment~~a $500 million termination fee in the event Clear Channel terminated the merger agreement for ~~each share (the “Additional Consideration”), equal~~failure of Holdings and the Fincos to close when they were obligated to close under the merger agreement and Clear Channel was separately seeking damages against the Banks pursuant to the ~~lesser of:~~Texas Actions (as defined below).

		Merger Sub was pursuing a breach of contract claim (including a claim for specific performance) against the Banks in the New York Action (as defined below) seeking to consummate the original merger transaction as was in place prior to Amendment No. 3, but there was no assurance that Merger Sub would have been able to cause a closing to occur even if it were successful in that action.

		Complex litigation such as the New York Action, the New York Counterclaim Action (as defined below) and the Texas Actions involve uncertainty and delay. While Clear Channel was confident in the merits of its claims, there was no assurance a court would have agreed with it or that, even if Clear Channel had been successful in the Texas Actions, that any judgment would not have been modified or reversed on appeal. Further, litigation is time consuming and inherently subject to delay and there was no assurance that the Texas Actions would have been concluded (or that all appeals would have been disposed of) on an accelerated basis, or the ultimate resolution of the litigation.

		The Board of Directors determined that a merger on terms offering a high degree of certainty of closing and representing a fair price to the shareholders was in the best interests of the shareholders when compared to the pursuit of litigation in which Clear Channel could not specifically enforce the closing of the prior transaction and Clear Channel’s damage claims were uncertain and subject to the delays inherent in litigation.

Q:		Why is closing under the merger agreement as amended through the third amendment more certain than the closing under the merger agreement as amended through the second amendment?

		The merger agreement, as amended through the third amendment, has a number of contractual features that make it more certain than the prior merger agreement:

	•		the ~~pro rata portion, based upon~~parties have entered into a Settlement Agreement (as defined below) whereby they have each agreed to perform their respective obligations under the ~~number~~merger agreement, the debt financing agreements, equity commitments and the Escrow Agreement (as defined below). Pursuant to the Settlement Agreement, the parties stipulated to the entry of ~~days elapsed since January 1, 2008, of $39.20 multiplied by 8% per annum, or~~a court order in the New York Action directing the parties to perform their obligations under the Settlement Agreement,

	•		~~an amount equal~~the required debt financing is provided through fully negotiated and executed financing agreements (as opposed to ~~(a)~~debt commitment letters), thus avoiding the ~~Operating Cash Flow (as defined below under “The Merger Agreement — Treatment of Common Stock and Other Securities”)~~potential for ~~Clear Channel and its subsidiaries for the period from and including January 1, 2008 through and including the last day~~a new dispute of the ~~last month preceding~~same type that resulted in the failure of the closing ~~date~~ of the ~~merger for which financial statements are available at least ten (10) calendar days~~ prior to the closing date of the merger less dividends paid or declared with respect to the foregoing period and amounts committed or paid to purchase equity interests in Clear Channel or derivatives thereof with respect to that period (but only to the extent that those dividends or amounts are not deducted from the Operating Cash Flow for Clear Channel and its subsidiaries for any prior period) divided by (b) the sum of the number of outstanding shares of Clear Channel common stock (including outstanding restricted shares) plus the number of shares of Clear Channel common stock issuable pursuant to convertible securities of Clear Channel outstanding at the closing date of the merger with exercise prices less than the Cash Consideration.

		Your election to receive Cash Consideration or Stock Consideration will not affect your right to receive the Additional Consideration if the merger does not close before January 1, 2008. The total amount of Cash Consideration, Stock Consideration and Additional Consideration paid for each Public Share or Net Electing Option Share is referred to in this proxy statement/prospectus as the “Merger Consideration.”

Q:		~~How will options to purchase Clear Channel common stock be treated in the merger?~~

A:		Each holder of a Clear Channel stock option on the record date will have the right to make an election to convert such option into Net Electing Option Share(s) and to make a Stock Election (subject to thetransaction,

•	~~limitations described above)~~	the merger agreement, financing agreements and equity commitment letters contain fewer closing conditions than was originally the case,

•		none of the merger agreement, financing agreements or equity commitment letters contains a “material adverse change” or “MAC” condition,

•		the Sponsors and the Banks have agreed to have their equity and debt commitment obligations fully funded into escrow pursuant to the Escrow Agreement, and

•		each party (including Clear Channel) has the right to specifically enforce the merger agreement, the Settlement Agreement, the Escrow Agreement and the financing agreements.

Q:		Why am I being asked to approve the transaction again?

A:		Clear Channel shareholders approved the prior merger agreement at a special meeting of shareholders held in September 2007. Since that time, the parties to the transaction have amended the terms of the merger agreement. As part of that amendment, the Cash Consideration has been reduced from $39.20 per share to $36.00 per share. The merger agreement, as amended, requires the approval of Clear Channel’s shareholders.

Q:		What will I receive for my options to purchase Clear Channel common stock in the merger?

A:		A holder of options (whether vested or unvested) to purchase Clear Channel common stock as of the record date may make a Stock Election or a Cash Election with respect to the number of shares of common stock issuable upon exercise of his or her options, less the number of shares having a value (based on the Cash Consideration) equal to the exercise price payable on such ~~Net Electing Option Share(s). Each Net Electing Option Share for which~~issuance and any required tax withholding. If a holder of options does not make a valid Stock Election, is not made or is revoked or for which no Stock Consideration is allocated as a result of the application of the limitations or prorations described below, shall be converted into the right to receive the Cash Consideration. Eachthen each such outstanding ~~Clear Channel stock~~ option which ~~is not converted into Net Electing Option Share(s), and that~~ remains outstanding and unexercised as of the ~~Effective Time, whether vested or unvested~~effective time of the merger (except as otherwise agreed by the Fincos, Holdings, Clear Channel and the holder of such Clear Channel stock option), will automatically become fully vested and convert into the right to receive a cash payment, without interest and less any applicable withholding tax, equal to the product of ~~(A)~~(x) the excess, if any, of the Cash ~~Consideration plus any Additional~~ Consideration over the exercise price per share of such ~~Clear Channel stock~~ option and ~~(B)~~(y) the number of shares of Clear Channel common stock issuable upon the exercise of such Clear Channel stock option.

		At the Effective Time, Clear Channel stock options will no longer be outstanding and will automatically cease to exist, and the holders thereof will no longer have any rights with respect to Clear Channel stock options, except the right to receive the Merger Consideration or cash payment, as described above. Each holder of Clear Channel stock options will receive additional instructions from Clear Channel regarding elections to convert options into Net Electing Option Shares and Stock Elections for the Net Electing Option Shares.

Q:		How will restricted shares of Clear Channel common stock be treated in the merger?

A:		~~Each~~In general, each restricted share of Clear Channel common stock ~~(“Clear Channel restricted stock”)~~ that ~~remains~~is outstanding as of the ~~Effective Time,~~time of the merger, whether vested or unvested (except as otherwise agreed by the Fincos and a holder of Clear Channel restricted stock), will automatically become fully vested and ~~convert into~~will be treated the ~~right to receive either~~same as all other shares of Clear Channel common stock outstanding at the ~~Cash Consideration or~~time of the ~~Stock Consideration. Any unaffiliated holder~~merger. The Fincos and Merger Sub have informed Clear Channel that they anticipate converting approximately 636,667 unvested shares of Clear Channel restricted stock ~~who would like~~held by management and employees pursuant to a grant of restricted stock made in May 2007 into restricted shares of Holdings Class A common stock on a one for one basis. These shares of Holdings Class A common stock will continue to vest in accordance with the schedule set forth in the holder’s May 2007 award agreement.

Q:		What happens to the additional consideration that began accumulating on January 1, 2008? Will there be additional consideration under the terms of the amended merger agreement?

A:		The additional consideration that was contemplated by the prior merger agreement is no longer in effect and therefore will not be payable to Clear Channel shareholders.

		The merger agreement provides for payment of “Additional Per Share Consideration” if the merger closes after November 1, 2008. If the merger is completed after November 1, 2008, but before December 1, 2008, you will receive Additional Per Share Consideration based upon the number of days elapsed since November 1, 2008 (including November 1, 2008), equal to $36.00 multiplied by 4.5% per annum, per share. If the merger is completed after December 1, 2008, the Additional Per Share Consideration will increase and you will receive Additional Per Share Consideration based on the number of days elapsed since December 1, 2008, equal to $36.00 multiplied by 6% per annum, per share (plus the Additional Per Share Consideration accrued during November 2008). See “The Merger Agreement — Treatment of Common Stock and Other Securities” beginning on page 142 of this proxy statement/prospectus.

		Your election to receive Cash Consideration or Stock Consideration will not affect your right to receive the Additional Per Share Consideration if the merger does not close before November 1, 2008. The total amount of Cash Consideration, Stock Consideration, Additional Equity Consideration (if any) and Additional Per Share Consideration paid in the merger is referred to in this proxy statement/prospectus as the “Merger Consideration.”

Q:		If I make a Stock Election, ~~with respect~~will I be issued fractional shares of Class A common stock of Holdings in the merger?

A:		No. If you make a Stock Election, you will not receive any fractional share in the merger. Instead, you will be paid cash for any fractional share you would have otherwise received as Stock Consideration based upon the Cash Consideration price of $36.00 per share, taking into account all shares of common stock and all options for which you elected Stock Consideration.

Q:		Is there an individual limit on the number of shares of Clear Channel common stock and options to ~~such~~purchase Clear Channel stock that may be exchanged for Class A common stock of Holdings by each Clear Channel shareholder or optionholder?

A:		Yes. No holder of Clear Channel common shares ~~must do so~~or options who makes a Stock Election, may receive more than 11,111,112 shares of Class A common stock of Holdings immediately following the merger, which we refer to as the “Individual Cap.” Any shares of common stock or options that are not converted into Stock Consideration due to the Individual Cap will be reallocated to other shareholders or optionholders who have made an election to receive Stock Consideration but have not reached the Individual Cap. Any shares that are not converted into Stock Consideration as a result of the Individual Cap will be converted into Cash Consideration, subject to Additional Equity Consideration, if applicable. Unless a beneficial holder of Clear Channel shares submits a request in writing to the Paying Agent prior to 5:00 p.m., New York City time, on ~~___, 2007,~~, 2008, the fifth business day immediately preceding the date of the special meeting, ~~using~~to have the ~~same procedures applicable~~Individual Cap apply with respect to ~~unaffiliated shareholders of~~all Clear Channel ~~common stock.~~shares beneficially owned by such holder and provides information necessary to verify such beneficial ownership, the Individual Cap will apply, in the case of shares represented by physical stock certificates, to each holder of record of those Clear Channel shares, and in the case of book-entry shares, to each account in which those Clear Channel shares are held on the books of the applicable brokerage firm or other similar institutions.

Q:		Is there aan aggregate limit on the number of ~~Public Shares~~shares of Clear Channel common stock and ~~Net Electing Option Shares~~options to purchase Clear Channel common stock that may be exchanged for Class A common stock of ~~Holdings?~~Holdings in the merger?

A:		Yes. The merger agreement provides that no more than ~~30,612,245 Public Shares and Net Electing Option Shares, in the aggregate, or approximately 6%~~30% of the ~~outstanding~~total shares of capital stock of Holdings are issuable in exchange for shares of Clear Channel common stock ~~and Clear Channel stock options at~~(including shares issuable upon conversion of outstanding options) pursuant to the ~~record date for~~Stock Elections. The issuance of any Additional Equity Consideration may result in the ~~special meeting, may be converted into~~issuance of more than 30% of the total shares of ~~Holdings Class A common stock. If all 30,612,245 Public Shares and Net Electing Option Shares are converted into shares of Class A common~~capital stock of Holdings ~~they will represent approximately 30%~~in exchange for shares of ~~the outstanding capital stock and voting power of Holdings immediately following the merger. In addition, no~~ Clear Channel ~~shareholder or optionholder who makes a Stock Election, may receive~~common stock (including shares ~~that would represent more than the Individual Cap (as defined below) following completion~~issuable upon conversion of ~~the merger.~~outstanding options).

Q:		What happens if Clear Channel shareholders or optionholders elect to exchange more than ~~30,612,245 Public Shares and Net Electing Option Shares~~the maximum number of shares of common stock (including shares issuable upon conversion of outstanding options) that may be exchanged for shares of Class A common stock of Holdings?

A:		If Clear Channel shareholders and optionholders make Stock Elections covering more than ~~30,612,245 Public Shares and Net Electing Option Shares,~~the maximum number of shares of Clear Channel common stock that may be exchanged for Holdings shares of Class A common stock, then each shareholder and/or optionholder making a Stock Election (other than certain shareholders who have separately agreed with Holdings that their respective Stock Elections will be cutback only in the event that the amounts to be provided under the Equity Financing (as defined below) are reduced) will receive a proportionate allocation of shares of Class A common stock of Holdings based on the number of ~~Public Shares and Net Electing Option Shares~~shares of common stock (including shares issuable upon conversion of outstanding options) for which such ~~shareholder and/or optionholder~~holder has made a Stock Election compared to the total number of ~~Public Shares and Net Electing Option Shares~~shares of common stock (including shares issuable upon conversion of outstanding options) for which all ~~shareholders and/or optionholders~~holders have made Stock Elections. The proration procedures are designed to ensure that no more than ~~30,612,245 shares~~30% of the total capital stock of Holdings ~~Class A common stock are~~is allocated to ~~unaffiliated~~ shareholders and/or optionholders of Clear Channel pursuant to the Stock Elections. ~~Further, no individual shareholder~~Any shares that will not be converted into Stock Consideration as a result of cutback or ~~optionholder~~proration will be ~~allocated shares~~converted into Cash Consideration, subject to the issuance of ~~Holdings~~Additional Equity Consideration, if applicable.

Q:		In what circumstance might I be issued Class A common stock ~~representing more than 9.9%~~of Holdings despite the fact that I elected to receive cash in exchange for my shares of Clear Channel stock in the merger?

A:		In certain circumstances, at the election of Holdings, the Cash Consideration may be reduced by the Additional Equity Consideration. The Additional Equity Consideration will reduce the amount of the ~~outstanding common stock of~~Cash Consideration if the total funds that Holdings ~~immediately following~~determines it needs to fund the merger, ~~(“Individual Cap”). Any shares that are not converted into Stock Consideration due to the~~merger-related expenses, and Clear Channel’s cash requirements (such funds

		~~Individual Cap~~referred to as “Uses of Funds”) is greater than the sources of funds available to Merger Sub from borrowings, equity contributions, Stock Consideration and Clear Channel’s available cash (such funds referred to as “Sources of Funds”).

Q:		How will the amount of the Additional Equity Consideration be determined?

A:		In certain circumstances, at the election of Holdings, the Cash Consideration may be reduced by the Additional Equity Consideration. The Additional Equity Consideration is an amount equal to the lesser of:

	•		the Uses of Funds, and

	•		the Sources of Funds, divided by,

		Consequently, if Holdings’ Uses of Funds exceeds its Sources of Funds, Holdings may reduce the Cash Consideration to be paid to holders of Clear Channel common stock by an amount not to exceed 1/36^th of the amount of Cash Consideration that is otherwise converted into the right to receive the Cash Consideration and, in lieu thereof, issue shares of Holdings Class A common stock up to a cap of $1.00 for every share of Clear Channel common stock. If the Stock Election is fully subscribed, it is unlikely that any portion of the shares of Clear Channel stock for which a Cash Election is made will be ~~reallocated~~exchanged for shares of Holdings’ Class A common stock, although Holdings retains the right to other shareholders or optionholders who have made an election to receive Stock Consideration but have not reached their Individual Cap. Any shares that are not converted into Stock Consideration as a result of proration or the Individual Cap will be converted into Cash Consideration.do so.

Q:		Will ~~Clear Channel shareholders or optionholders be required to receive some of~~ the shares of Class A common stock of Holdings ~~in the merger?~~be listed on a national securities exchange?

A:		No. ~~A Stock Election is purely voluntary. No holder of Public~~ Shares ~~or Clear Channel stock options is required to make any Stock Elections. An election to receive the Stock Consideration is an investment decision which involves significant risks.~~The Clear Channel board of directors makes no recommendation as to whether any Clear Channel shareholder or optionholder should make a Stock Election and makes no recommendation regarding the Class A common stock of Holdings.~~For a discussion of risks associated with the ownership~~ of Holdings Class A common stock ~~see “Risk Factors” beginning~~will not be listed on ~~page 36~~the New York Stock Exchange, which we refer to as the “NYSE,” or any other national securities exchange. It is anticipated that, following the merger, the shares of ~~this proxy statement/prospectus.~~Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board. Holdings has agreed to register the Class A common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” and to file periodic reports (including reports on Forms 10-K, 10-Q and 8-K) for at least two years following the merger.

Q:		~~Who may make a~~What if I previously elected to receive the Stock ~~Election?~~Consideration prior to the special meeting of shareholders held on September 25, 2007?

A:		All ~~holders~~ of ~~Public Shares or Clear Channel~~the stock ~~options as of 5:00 p.m., Central Daylight Savings Time, on ___, 2007, the record date for~~elections made in connection with the special shareholders meeting held on September 25, 2007 have been cancelled and the stock certificates and letters of ~~Clear Channel shareholders, are entitled to make a Stock Election with respect to any Public Shares or Clear Channel stock options they own as of such date. Pursuant to separate letter agreements,~~transmittal evidencing the ~~option to elect to receive Stock Consideration will not be available with respect to~~ shares of Clear Channel common stock submitted for exchange have been returned to the record holders thereof. If you again wish to elect to receive some or all Stock Consideration in exchange for some or all of your shares of Clear Channel ~~restricted~~common stock, oryou are required to make a new election in connection with all shares of Clear Channel ~~stock options (other than Rollover Shares, which will not affect the number of shares of Holdings Class A~~ common stock ~~available for issuance as Stock Consideration), that are beneficially owned~~held by ~~L. Lowry Mays, Mark P. Mays, Randall T. Mays or any other member of Clear Channel’s board of directors.~~

Q:		~~Can I make a Cash Election with respect to some of my Public Shares and/or Clear Channel stock options and a Stock Election with respect to my remaining shares and/or options?~~

A:		Yes. You may make a Cash Election or Stock Election (on a share-by-share basis) for each Public Share and/or each Clear Channel stock option you own as of the record date of the special meeting; provided, that, as described above, the total number of Public Shares and Net Electing Option Shares converted into the Stock Consideration may be limited.

Q:		~~What is the deadline for submitting Stock and Cash Elections?~~

A:		~~All Stock and Cash Elections must be submitted prior to 5:00 p.m., New York City time, on ___, 2007, the business day immediately preceding the date of the special meeting.~~you.

Q:		How and when do I make a Stock Election or Cash Election?

A:		~~Each holder~~A form of ~~record~~election and a letter of transmittal will be mailed with this proxy statement/prospectus to all shareholders as of the record ~~date for the special meeting of Clear Channel shareholders, has been mailed a form of election together with this proxy statement/prospectus.~~date. Additional copies of the form of election and the letter of transmittal may be obtained from ~~our~~Clear Channel’s proxy solicitor, Innisfree M&A Incorporated, which we refer to as “Innisfree,” by calling toll free at (877) 456-3427. Clear Channel will also make a copy of the form of election and letter of transmittal available on its website at www.clearchannel.com/Investors. You should carefully review and follow the instructions ~~accompanying~~in the letter of transmittal, which will include information regarding how to return of the form of ~~election.~~election, the letter of transmittal, and any shares for which you have made a Stock Election for holders of shares of common stock held in “street name” through a bank, broker or other custodian or nominee. The form of election and the letter of transmittal will need to be properly completed, signed and delivered prior to 5:00 p.m., New York City time, on ~~___, 2007,~~, 2008, the fifth business day immediately preceding the date of the special ~~meeting to ___, the paying agent, at the following address:~~


		~~Telephone number:~~


		~~Questions regarding the Stock or Cash Elections should be addressed to:~~

		~~Attention:~~


		~~Address:~~


		~~Telephone number:~~

		If you own Clear Channel shares in “street name” through a bank, broker or other custodian or nominee and you wish to make an election, you should seek instructions from the financial institution holding your shares concerning how to make your election.The election deadline will be 5:00 p.m. New York City time, on ___, 2007, the business day immediately preceding the date of the special meeting. Any election received subsequent to the election deadline will be void and all Public Shares and Net Electing Option Shares subject to such election will be converted into the Cash Consideration.

Q:		Can I revoke my form of election after I have submitted it to the paying agent?

A:		You may revoke your form of election and withdraw all or any portion of the shares submitted with your letter of transmittal and file a new form of election at any time prior to 5:00 p.m., New York City time, on ~~___, 2007,~~, 2008, the fifth business day immediately preceding the date of the special meeting, by submitting a written notice of revocation to the paying agent or a new form of ~~election.~~election, in each case, together with a notice of withdrawal. Revocations must specify the name in which your shares are registered on the stock transfer books of Clear Channel and such other information as the paying agent may request. If you wish to submit a new election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and the form of ~~election.~~election and include a letter of transmittal with any shares which were not previously submitted. If you instructed a broker to submit an election for your shares, you must follow your broker’s directions for changing those instructions.Whether you revoke your election by submitting a written notice of revocation or by submitting a new form of election and notice of withdrawal, the notice or new form of election must be received by the paying agent by the election deadline of 5:00 p.m., New York City time, on ~~___, 2007,~~, 2008, the fifth business day immediately preceding the date of the special meeting, in order for the revocation to be valid.From and after such time, the elections will be irrevocable and you may no longer change or revoke your ~~election.~~election or withdraw your shares.

Q:		What happens if I don’t make an election?

A:		If you do not make an election with respect to any ~~Public Shares and/or~~of your shares of Clear Channel ~~company~~common stock or options to purchase Clear Channel common stock, you will be deemed to have made a Cash Election with respect to such ~~shares or to receive the cash payment described above for such options.~~shares.

Q:		~~Will~~What happens if I ~~be able to~~ transfer my shares of Clear Channel common stock ~~after an election is made?~~before the special meeting?

A:		~~Any Public Share for which a Cash Election, or no election,~~The record date of the special meeting is ~~made or deemed made may be transferred up until~~earlier than the ~~Effective Time.~~meeting date and earlier than the expected closing of the merger. If you ~~make a Stock Election and are allocated Holdings Class A~~transfer your shares of common stock after the record date, you will ~~not be permitted~~retain your right to ~~transfer~~vote the shares at the special meeting, but will have transferred your Public Shares or any options underlying your Net Electing Option Shares from and after such time as you submit your certificates to the paying agent. In the event that the merger is completed, your shares will be converted into the right to receive the ~~Stock~~Merger Consideration. ~~In the event that the merger is abandoned or the merger agreement terminated, your shares will be returned to you and you will be entitled to transfer or sell your shares and/or options.~~

		We currently are anticipating completing the merger prior to the end of 2007. However, because the merger is subject to certain conditions, including adoption of the merger agreement by Clear Channel’s shareholders, receipt of certain regulatory approvals and the conclusion of the Marketing Period (as defined below under “The Merger Agreement — Effective Time; Marketing Period”), the exact timing of the completion of the merger and the likelihood of the consummation thereof cannot be predicted. Unless amended after the date hereof, the merger agreement is subject to termination by either party after December 12, 2007 if the merger has not been consummated, except that under certain circumstances that

		~~date may be extended until June 12, 2008. If you elect the Stock Consideration you should be prepared to hold your Clear Channel common stock for an extended period of time.~~

Q:		May I submit a form of election even if I do not vote to approve and adopt the merger agreement?

A:		Yes. You may submit a form of election even if you vote against the approval and adoption of the merger agreement or abstain or do not register any vote with respect to the approval and adoption of the merger agreement. However, all forms of election to be valid must be submitted prior to 5:00 p.m., New York City time, on ~~___, 2007,~~, 2008, the fifth business day immediately preceding the date of the special ~~meeting.~~

Q:		~~When do I need to submit my Clear Channel common stock?~~

		~~If you have made a Stock Election and the merger is approved by the Clear Channel shareholders at the special~~ meeting, you will receive notice, which we refer to as the Stock Consideration notice, that the merger has been approved and the number of Public Shares and Net Electing Option Shares for which you will be entitled to receive Stock Consideration in the merger (after the application of the proration provisions described above). The Stock Consideration notice will also be accompanied by a letter of transmittal. The letter of transmittal will include instructions for submitting certificates representing your shares, your book-entry shares or certificates representing your options, as applicable, or, if you hold your shares in “street name,” will instruct you how to submit shares beneficially held by you. You will need to deliver to the paying agent a properly completed and executed letter of transmittal together with ~~any certificates representing your shares or options, properly endorsed for transfer, or a book entry transfer or a guaranty of delivery, within 30 days of the date of the Stock Consideration notice.~~If you fail to deliver a properly completed and executed letter of transmittal together with any certificates representing the Public Shares and the Clear Channel stock options underlying the Net Electing Option Shares for which you have made a valid Stock Election within 30 days of the date of the Stock Consideration notice, your Stock Election will be voided and you will be deemed to have made a Cash Election with respect to such Public Shares and/or the Net Electing Option Shares.~~In such a case, the shares of Class A common stock subject to the Stock Consideration notice will not be re-allocated to other Clear Channel shareholders or optionholders.~~

		If you make a Cash Election or fail to make any election with respect to any Public Shares or Clear Channel stock options you own, you will not need to submit stock certificates, book-entry shares or option certificates prior to the completion of the merger. After the merger is completed, the paying agent will mail to you a letter of transmittal ~~with accompanying instructions promptly after~~and the ~~Effective Time.~~

Q:		~~Will I continue to receive dividends?~~

A:		~~Our current policy is to provide quarterly cash dividends on your~~certificates or book-entry shares representing the shares of Clear Channel common stock atfor which you make a rate of $0.1875 per share. The terms of the merger agreement allow Clear Channel to continue this policy through the closing date of the merger. Following consummation of the merger, any payment of cash dividends to holders of Holdings Class A common stock or other classes of preferred stock or common stock will be at the discretion of the board of directors of Holdings. Holdings does not currently intend to pay regular quarterly cash dividends on the shares of Holdings Class A common stock to be outstanding after the merger. We may from time to time decide to pay dividends to holders of our common stock, which dividends may be substantial. If we pay a dividend to holders of any class of our common stock, we will pay a pro rata dividend to holders of all classes of Holdings’ common stock. Any decision to pay dividends to holders of our common stock will depend on a variety of factors, including such factors as (1) Holdings’ and/or Clear Channel’s ability to incur debt, cash resources, results of operations, financial position, and capital requirements, (2) timing and proceeds realized from asset sales, (3) regulatory changes, and (4) any limitations imposed by Holdings’ or Clear Channel’s creditors. If we were to require cash from Clear Channel to pay dividends, Clear Channel’s debt financing arrangements could restrict its ability to make such cash available to us to pay such dividends.

Q:		~~Will there be any fees payable to the Fincos prior to the closing of the merger?~~

A:		As part of the merger agreement, the Fincos have agreed that the transaction fees paid to or to be paid to the Fincos or their affiliates in connection with the closing of the merger will not exceed $87.5 million. Other than those fees, unless otherwise approved by Holdings’ independent directors, none of Holdings or any of its subsidiaries will pay management, transaction, monitoring or any other fees to the Fincos or their affiliates except pursuant to an arrangement whereby the holders of shares of Holdings Class A common stock are made whole for any portion of such fees paid by Holdings or any of its affiliates.

Q:		~~Will the holders of the Class A common stock have the right to elect any directors of the Holdings’ board of directors?~~

A:		Subsequent to the completion of the merger, holders of the Holdings Class A common stock, voting as a separate class, will be entitled to elect 2 members of Holdings’ board of directors. These directors are referred to in this proxy statement/prospectus as the independent directors. Pursuant to a voting agreement entered into among the Fincos, Merger Sub and the Highfields Funds (as defined in “The Merger—Voting Agreement” on page 100) immediately following the effective time of the merger one of the independent directors will be named by Highfields Management (as defined in “The Merger—Voting Agreement” on page 100) (which member shall be named to Holdings’ nominating committee) and the other independent director will be selected by Holdings’ nominating committee after consultation with Highfields Management and any holder whose Stock Election is reasonably expected to result in such holder owning three percent (3%) or more of the total outstanding equity securities of Holdings. In addition, until the Highfields Funds own less than 5% of the outstanding voting securities of Holdings issued as Stock Consideration, in connection with each election of independent directors, Holdings will nominate two candidates as independent directors, of which one candidate will be selected by Highfields Management (as defined in “The Merger—Voting Agreement” on page 100) and one candidate will be selected by Holdings’ nominating committee after consultation with Highfields Management and any public holder owning three percent (3%) or more of the total outstanding equity securities of Holdings.Election.

Q:		Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares?

A:		Yes. ~~As a holder of~~If you hold Clear Channel common stock, you are entitled to appraisal rights under Texas law in connection with the merger if you meet certain conditions, which are described ~~in this proxy statement/prospectus~~ under the caption “Dissenters’ Rights of Appraisal” beginning on page ~~158.~~

Q:		~~What effects will the proposed merger have on Clear Channel?~~

A:		If the merger agreement is adopted by Clear Channel’s shareholders and the other conditions to closing are satisfied, Merger Sub will merge with and into Clear Channel. The separate corporate existence184 of Merger Sub will cease, and Clear Channel will continue as the surviving corporation. Upon completion of the merger, your Public Shares and/or Net Electing Option Shares will be converted into the right to receive the Cash Consideration or Stock Consideration, in accordance with your election, unless you have properly exercised your appraisal rights. The surviving corporation will become an indirect wholly owned subsidiary of Holdings and you will cease to have any ownership interest in the surviving corporation, any rights as its shareholder and you will no longer have any interest in Clear Channel’s future earnings or growth (other than through your ownership of shares of Holdings Class A common stock (if any)).

		Following consummation of the merger, the registration of Clear Channel common stock and Clear Channel’s reporting obligations with respect to Clear Channel common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be terminated upon application to the Securities and Exchange Commission (the “SEC”). In addition, upon completion of the merger, shares of Clear Channel common stock will no longer be listed on any stock exchange or quotation system, including the NYSE.

		Shares of Holdings Class A common stock will be registered with the SEC, but will not be listed on a national securities exchange. It is anticipated that, following the merger, the shares of Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board.this proxy statement/prospectus.

Q:		When do you expect the merger to be completed?

A:		We ~~are working toward completing~~anticipate that the merger ~~as quickly as possible, and we anticipate that it~~ will be completed by ~~the end of 2007,~~September 30, 2008, assuming satisfaction or waiver of all of the conditions to the merger. However, because the merger is subject to certain conditions including adoption of the merger agreement by Clear Channel’s shareholders, receipt of certain regulatory approvals and the conclusion of the Marketing Period (as defined below under “The Merger Agreement — Effective Time; Marketing Period”), the exact timing and likelihood of the completion of the merger ~~and the likelihood of the consummation thereof~~ cannot be predicted. ~~If any condition~~Except in limited circumstances or unless amended after the date hereof, the merger agreement is ~~not satisfied, including the conditions~~

		~~described below under “The Merger Agreement — Conditions~~subject to ~~the Merger” beginning on page 138 of this proxy statement/prospectus,~~termination by either party after December 31, 2008 if the merger ~~agreement may be terminated as a result.~~has not been consummated by that date.

Q:		What happens if the merger is not consummated?

A:		If the ~~merger agreement is not adopted by shareholders or if the~~approved merger is not completed for any ~~other~~ reason, shareholders and optionholders will not receive any payment for their shares and/or options in connection with the merger. ~~Instead,~~ Clear Channel will remain an independent public company, shares of Clear Channel common stock will continue to be listed and traded on the NYSE and options will remain outstanding (subject to their terms). Any certificates for shares or options and any book-entry shares delivered ~~as required by~~together with the ~~Stock Consideration notice~~form of election and letter of transmittal will be returned at no cost to you. Under specified circumstances, Clear Channel may be required to pay the Fincos a termination fee of up to $500 million or ~~reimburse~~pay the Fincos ~~for~~certain agreed-upon amounts up to ~~$45~~$150 million in respect of ~~their out-of-pocket~~ expenses as described in this proxy statement/prospectus under the caption “The Merger Agreement — Termination Fees.”

Q:		Will I continue to receive quarterly dividends?

A:		No, you will not continue to receive dividends between now and the close of the merger. See “The Merger Agreement — Conduct of Clear Channel's Business Pending the Merger” on page 149 and “Description of Holdings’ Capital Stock — Dividends” beginning on page 174 of this proxy statement/prospectus for a discussion of the dividend policy following the close of the merger.

Q:		Where and when is the special meeting?

A:		The special meeting will be held at ~~the~~on ~~___, 2007,~~, 2008, at ~~8:00 a.m.~~, ~~Central Standard Time.~~local time.

Q:		~~Are all Clear Channel shareholders as~~What matters will be voted on at the special meeting?

A:		You will be asked to consider and vote on the following proposals:

	•		to approve and adopt the merger agreement; and

	•		to approve the adjournment or postponement of the ~~record date~~special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement.

Q:		How does Clear Channel’s board of directors recommend that I vote on the approval and adoption of the merger agreement?

A:		Clear Channel’s board of directors by unanimous vote recommends that you vote:

	•		“FOR” the approval and adoption of the merger agreement; and

	•		“FOR” the adjournment/postponement proposal.

Q:		Who is entitled to vote at the special meeting?

A:		~~Yes.~~ All ~~shareholders who own Clear Channel common stock at 5:00 p.m., Central Daylight Savings Time, on ___, 2007, will be entitled to receive notice of the special meeting and to vote the shares~~holders of Clear Channel common stock ~~which~~as of the record date are ~~held on that date~~entitled to vote at the special meeting, or any adjournments or postponements thereof. As of the ~~special meeting.~~record date there were shares of Clear Channel common stock outstanding and entitled to vote, held by approximately holders of record. Each holder of Clear Channel common stock is entitled to one vote for each share the shareholder held as of the record date.

Q:		~~Which of my shares may I vote?~~What constitutes a quorum?

A:		~~All~~The presence, in person or by proxy, of shareholders holding a majority of the outstanding shares ~~owned by you as~~ of ~~5:00 p.m., Central Daylight Savings Time,~~Clear Channel common stock on the record date ~~may be voted by you. These shares include shares that are: (i) held directly in your name as the shareholder of record and (ii) held for you as the beneficial owner through~~is necessary to constitute a ~~stockbroker, bank or other custodian or nominee. Each of your shares is entitled to one vote~~quorum at the special meeting.

Q:		What vote of Clear Channel’s shareholders is required to approve and adopt the ~~difference between holding shares as a shareholder of record and as a beneficial owner?~~merger agreement?

A:		~~Most~~For us to complete the merger, shareholders holding two-thirds of the outstanding shares of Clear Channel common stock on the record date must vote “FOR” the approval and adoption of the merger agreement, with each share having a single vote for these purposes. Only votes cast “FOR” the merger proposal constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” the merger proposal, they will have the same effect as a vote “AGAINST” the merger proposal. Accordingly, failure to vote or an abstention will have the same effect as a vote “AGAINST” the approval and adoption of the merger agreement.

Q:		What vote of Clear Channel’s shareholders ~~hold their shares through a stockbroker, bank~~is required to approve the proposal to adjourn or ~~other custodian~~postpone the special meeting, if necessary or ~~nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.~~appropriate, to solicit additional proxies?

A:		~~Shareholder~~The proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of ~~Record~~~~: If your~~shareholders holding a majority of the outstanding shares are registered directly in your name with Clear Channel’s transfer agent, The Bank of New York, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by The Bank of New York on behalf of Clear ~~Channel. As the shareholder of record, you have the right to grant your voting~~Channel common stock present or represented by proxy ~~directly to Clear Channel or to vote in person at the special meeting. We have enclosed a proxy card for you to use.~~

		~~Beneficial Owner~~: If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the special meeting ~~unless you obtain a signed proxy from the stockholder of record giving you the right~~and entitled to vote on the ~~shares. Your broker or nominee has enclosed~~matter. Only votes cast “FOR” the adjournment/postponement proposal constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” the adjournment/postponement proposal, they will have the same effect as a ~~voting instruction card~~vote “AGAINST” the adjournment/postponement proposal. Broker non-votes are also counted for ~~you to use in directing the broker or nominee regarding how~~quorum purposes, but will not count as shares present and entitled to vote ~~your shares.~~to adjourn or postpone the meeting. As a result, broker non-votes will have no effect on the vote to adjourn or postpone the special meeting.

Q:		How can I vote my shares in person at the special meeting?

A:		Shares held directly in your name as the shareholder of record may be voted by you in person at the special meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the special meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the special meeting. If you vote your shares in person at the special meeting any previously submitted proxies will be revoked. Shares held in “street name” may be voted in person by you at the special meeting only if you obtain a signed proxy from the ~~stockholder~~shareholder of record giving you the right to vote the shares.Your vote is important. Accordingly, we urge you to sign and return the accompanying proxy card whether or not you plan to attend the special meeting.

		If you plan to attend the special meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the special meeting will be on a first-come, first-served basis. Registration and seating will begin at ~~7:30 a.m.~~. Each shareholder may be asked to present valid picture identification issued by a government agency, such as a driver’s license or passport. Shareholders holding stock in street name will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the special meeting.

Q:		How can I vote my shares without attending the special meeting?

A:		Whether you hold shares of Clear Channel common stock directly as the shareholder of record or beneficially in street name, when you return your proxy card or voting instructions accompanying this proxy statement/prospectus, properly signed, the shares represented will be voted in accordance with your direction unless you subsequently revoke such proxy or vote in person at the special meeting, as described above. ~~As described below, if you have already delivered a properly executed proxy and have not acquired any additional shares, you do not need to do anything else unless you wish to change your vote.~~

Q:		If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:		Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the ~~merger.~~

Q:		~~What vote of Clear Channel’s shareholders is required to adopt the merger agreement?~~

A:		~~For us to complete the merger, shareholders holding two-thirds of the outstanding shares of Clear Channel common stock at 5:00 p.m. Central Daylight Savings Time on ___, 2007, must vote “FOR” the~~approval and adoption of the merger agreement with each share having a single vote for these purposes. Only votes cast “FOR” a matter constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” a particular matter, they will have the same effect as a vote “AGAINST” a particular matter.~~Accordingly, failure to vote or an abstention will have the same effect as a vote “AGAINST” adoption of the merger~~ agreement.

Q:		~~What vote of Clear Channel’s shareholders is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies?~~

A:		The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of shareholder holding a majority of the outstanding shares of Clear Channel common stock present or represented by proxy at the special meeting and entitled to vote on the matter. Only votes cast “FOR” a matter constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” a particular matter, they will have the same effect as a vote “AGAINST” a particular matter.

Q:		~~What constitutes a quorum?~~

A:		The presence, in person or by proxy, of shareholders holding a majority of the outstanding shares of Clear Channel common stock at 5:00 p.m. Central Daylight Savings Time on ___, 2007 is necessary to constitute a quorum at the special meeting.

Q:		~~Does Clear Channel’s board of directors recommend that Clear Channel’s shareholders vote “FOR” the adoption of the merger agreement?~~

A:		Yes. After careful consideration, the board of directors by unanimous vote (excluding Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs who recused themselves from the deliberations), recommends that you vote:

~~Mark P. Mays~~

Chief Executive Officer